EXHIBIT 4.2
[Form of Fixed Rate
Certificated Security]
REGISTERED
CUSIP NO.
NO. FXR- $_____________
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
SPECIFIED CURRENCY: EXCHANGE RATE
AGENT:
ORIGINAL MATURITY
ISSUE DATE: INTEREST RATE: DATE:
REDEMPTION REDEMPTION
COMMENCEMENT DATE: PERIODS AND
PRICES:
REPAYMENT DATE:
AUTHORIZED DENOMINATIONS: REPAYMENT
(Only applicable if Specified PERIODS AND
Currency is other than U.S. dollars) PRICES:
OTHER/ADDITIONAL TERMS: DEFAULT RATE:
(only applica-
ble if Security
issued at
original issue
discount)
OID DEFAULT
AMOUNT: (only
applicable if
Security issued
at original
issue discount)
THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (herein called the "Company",
which term includes
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any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to
or registered assigns, the principal sum of
(any such currency or composite
currency being hereinafter referred to as a "Specified Currency") on the
Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption or Repayment Date specified above, and to pay Interest
thereon from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 of each year and on the Maturity Date,
commencing on the first such Interest Payment Date next succeeding the Original
Issue Date, PROVIDED that if the Original Issue Date is after a Regular Record
Date and before the Interest Payment Date immediately following such Regular
Record Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date, at the rate per annum set forth above, until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such 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 May 1
or November 1 (whether or not a Business Day (as defined below)), as the case
may be, next preceding the May 15 and November 15 Interest Payment Dates;
PROVIDED, HOWEVER, that interest payable at maturity or upon earlier redemption
or repayment will be payable to the Person to whom principal shall be payable.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the registered 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, notice of which shall be given to Holders of 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 Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of principal of (and premium, if any) and interest on this
Security will be made in the Specified Currency shown above, except as provided
below. The Holder of a Security denominated in a Specified Currency other than
U.S. dollars may elect to receive all such payments in U.S. dollars by delivery
of a written request to the Paying Agent, on or prior to the applicable Record
Date or the date fifteen
-2-
calendar days prior to maturity or earlier redemption or repayment, as the case
may be. Such written request may be in writing (mailed or hand delivered) or by
cable, telex or other form of facsimile transmission. Such election shall
remain in effect unless such request is revoked on or prior to the applicable
Record Date or the date fifteen days prior to maturity or earlier redemption or
repayment, as the case may be.
If the Holder has elected to receive payments in U.S. dollars, payment
in respect of such Security will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid quotation for U.S.
dollars received by such Exchange Rate Agent as of 11:00 A.M., New York City
time, on the second Business Day next preceding the applicable payment date from
three recognized foreign exchange dealers, for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all Holders of
Securities electing to receive U.S. dollar payments and at which the applicable
dealer commits to execute a contract. All currency exchange costs will be borne
by the Holders of such Securities by deductions from such payments. If three
such bid quotations are not available on the second Business Day preceding the
payment of principal (and premium, if any) or interest with respect to any
Security, such payment will be made in the Specified Currency. The term
"Business Day", as used herein means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law, regulation or executive order to close in The
City of New York; PROVIDED, HOWEVER, that, if the payment of this Security is to
be made in a currency or composite currency other than U.S. dollars, such day is
also not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing such currency or composite currency (or,
in the case of European Currency Units ("ECUs"), is not a day that is a non-ECU
clearing day as determined by the ECU Banking Association in Paris). The term
"Principal Financial Center" as used herein means the capital city of the
country issuing the currency or composite currency in which payment in respect
of this Security is to be made, except that with respect to U.S. dollars,
Deutsche marks, Italian lira, Swiss francs, Dutch guilders and ECUs, the
Principal Financial Center shall be The City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Luxembourg, respectively.
Payment of the principal of (and premium, if any) and interest on this
Security due at maturity or upon earlier redemption or repayment to be made in
U.S. dollars will be made by wire transfer in immediately available funds upon
-3-
surrender of this Security at the Corporate Trust Office of the Paying Agent in
the Borough of Manhattan, The City of New York, PROVIDED that this Security is
presented to the Paying Agent in time for the Paying Agent to make such payment
in accordance with its normal procedures. Payments of interest to be made in
U.S. dollars (other than interest payable at maturity or upon earlier redemption
or repayment) will be made by check mailed to the address of the Person entitled
thereto as it appears in the Security Register, or by wire transfer to such
account as may have been designated to the Paying Agent at least 5 days prior to
the Interest Payment Date by such Person.
Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any Security made in a Specified Currency
other than U.S. dollars will be made by wire transfer in immediately available
funds to an account with a bank located in the country issuing the Specified
Currency (or, with respect to Securities denominated in ECUs, an ECU account) or
other jurisdiction acceptable to the Company and the Paying Agent as shall have
been designated at least 5 days prior to the Interest Payment Date or stated
maturity, redemption or repayment date, as the case may be, by the registered
Holder of this Security on the relevant Regular Record Date or maturity,
redemption or repayment date, provided that, in the case of payment of principal
of (and premium, if any) and any interest due at maturity or upon earlier
redemption or repayment, this Security is presented to the Paying Agent in time
for the Paying Agent to make such payments in such funds in accordance with its
normal procedures. Such designation shall be made by filing the appropriate
information with the Paying Agent, and, unless revoked, any such designation
made with respect to any Security by a registered Holder will remain in effect
with respect to any further payments with respect to this Security payable to
such Holder. If a payment with respect to this Security cannot be made by wire
transfer because the required designation has not been received by the Paying
Agent on or before the requisite date or for any other reason, a notice will be
mailed to the Holder at its registered address requesting a designation pursuant
to which such wire transfer can be made and, upon the Paying Agent's receipt of
such a designation, such payment will be made within 5 days of such receipt.
The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payment will be borne by the Holder hereof in respect of
which payments are made.
If payment on this Security is required to be made in ECUs and on a
payment date with respect to this Security, ECU's are used neither as the unit
of account of the European
-4-
Community (the "EC") or as the currency of the European Union, then all payments
due on such payment date shall be made in U.S. dollars. The amount so payable
on any payment date in ECUs shall be converted into U.S. dollars at a rate
determined by the Exchange Rate Agent as of the second Business Day prior to the
date on which such payment is due on the following basis: the component
currencies of the ECUs for this purpose (the "Components") shall be the currency
amounts that were components of the ECUs as of the last date on which ECUs were
used as the unit of account of the EC. The equivalent of ECUs in U.S. dollars
shall be calculated by aggregating the U.S. dollar equivalents of the
Components. The U.S. dollar equivalent of each of the Components shall be
determined by the Exchange Rate Agent on the basis of the most recently
available Exchange Rate (as defined below) for the Components or as otherwise
indicated above. The "Exchange Rate" means the noon buying rate in The City of
New York for cable transfers for the relevant Specified Currency.
Changes as to the nature or composition of the ECU may be made by the
EC in conformity with the treaty establishing the EC, as amended by the treaty
on the European Union, and EC law, in which event the composition of the ECU
will change accordingly and references to ECU in this Security shall thereafter
be construed as references to the ECU as so changed.
If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate. Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.
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 or by its Authenticating Agent by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
-5-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: THE ST. PAUL COMPANIES, INC.
By______________________________
Attest:
__________________________
Corporate Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
By__________________________
Authorized Officer
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[Form of Reverse]
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, Series C
(Fixed Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 31, 1990, (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank, 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. The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $275,000,000 or its
equivalent in other currencies or composite currencies may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be denominated
in different currencies.
Interest payments for this Security will include interest accrued to
but excluding the Interest Payment Dates or date of maturity, redemption or
repayment, as the case may be. Interest payments for this Security shall be
computed and paid on the basis of a 360-day year of twelve 30-day months.
If any Interest Payment Date or the Maturity Date (or date of
redemption or repayment) of this Security falls on a day that is not a Business
Day, the required payment of principal, premium, if any, and/or interest will be
made on the next succeeding Business Day as if made on the date such payment was
due, and no interest will accrue on such payment for the period from and after
such Interest Payment Date or the Maturity Date (or date of redemption or
repayment), as the case may be, to the date of such payment on the next
succeeding Business Day.
This Security is not subject to redemption prior to the Maturity Date
shown above unless a Redemption Commencement Date, Redemption Periods and
Redemption Prices are specified above. If so specified, this Security is
subject to redemption upon not less than 30 nor more than 60
-7-
days' notice by mail, as a whole or in part, at the election of the Company,
during the Redemption Periods and at the Redemption Prices specified above, plus
interest accrued to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the
registered Holder of this Security, or one or more Predecessor Securities, of
record at the close of business on the relevant Regular Record Dates referred to
above, all as provided in the Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the unredeemed portion will be issued to the registered Holder
upon the cancellation hereof, and in event of transfer or exchange a new
Security or Securities of this series and of like tenor and for a like aggregate
principal amount will be issued to the registered Holder, in case of exchange,
or the designated transferee or transferees, in case of transfer.
This Security is not subject to repayment prior to the Maturity Date
shown above unless a Repayment Date, Repayment Periods and Repayment Prices are
specified above. If so specified, this Security is subject to repayment at the
option of the Holder hereof upon the terms set forth above.
In the event of repayment of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the unpaid portion will be issued to the registered Holder upon
the cancellation hereof.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth 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 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 66 2/3% in
-8-
principal amount of the 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 Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent of waiver 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 or Securities 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 premium, if any) and
interest on this Security at the times, places 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 Securities in definitive registered form of
the Series of which this Security is a part is registrable 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 principal of (and
premium, if any) 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.
If this Security is issued with an original issue discount, (i) if an
Event of Default with respect to the Securities shall have occurred and be
continuing, the amount of principal of this Security which may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture, shall be determined in the manner set forth under
"OID Default Amount" on the face hereof and (ii) in the case of a default of
payment in principal upon acceleration, redemption or at maturity hereof, in
lieu of any interest otherwise payable, the overdue principal of this Security
shall bear interest at a rate of interest per annum equal to the Default Rate
stated on the face hereof (to the extent that the payment of such
-9-
interest shall be legally enforceable), which shall accrue from the date of such
acceleration, redemption or maturity, as the case may be, to the date payment
has been made or duly provided for or such default has been waived in accordance
with the terms of the Indenture.
The Securities of this series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denomination indicated on the face hereof, unless otherwise
specified above, and may be issued, in whole or in part, in the form of one or
more permanent global Securities that will be deposited with, or on behalf of,
the Depositary. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series issued in definitive registered
form are exchangeable for a like aggregate principal amount of 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 is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture and
not herein otherwise defined shall have the meanings assigned to them in the
Indenture.
-10-
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)
Uniform Gifts to Minors Act
____________________________
(State)
Additional abbreviations may also be used
though not in the above list.
-11-
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- --------------------------------------------------------------------------------
(PLEASE INSERT SOCIAL SECURITY OR
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:____________ ___________________________________
NOTE: The signature to this assignment must correspond with the name as
written upon the face of the within Security in every particular, without
alteration or enlargement or any change whatever.
-12-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please Print or Typewrite Name and Address of the Undersigned)
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.
Dated:_____________________ ______________________________
______________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
-13-
[Form of Floating Rate
Certificated Security
No OID]
REGISTERED
CUSIP NO.
NO. FLR- $_____________
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, SERIES C
(Floating Rate)
SPECIFIED CURRENCY: EXCHANGE RATE
AGENT:
ORIGINAL INITIAL MATURITY
ISSUE DATE: INTEREST RATE: DATE:
AUTHORIZED DENOMINATIONS:
(only applicable if Specified
Currency is other than U.S. dollars)
INDEX MATURITY: SPREAD (plus
or minus):
INDEX CURRENCY (if other than
U.S. dollars):
INTEREST RATE SPREAD
BASIS: MULTIPLIER:
INTEREST RESET MAXIMUM
PERIOD: INTEREST RATE:
INTEREST PAYMENT MINIMUM
DATES: INTEREST RATE:
-1-
REGULAR RECORD
DATES:
INTEREST CALCULATION
RESET DATES: DATES:
INTEREST CALCULATION
DETERMINATION DATES: AGENT (if other
than The Chase
Manhattan
Bank):
REDEMPTION REDEMPTION
COMMENCEMENT DATE: PERIODS AND
PRICES:
REPAYMENT DATE: REPAYMENT
PERIODS AND
PRICES:
OTHER/ADDITIONAL TERMS:
THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
(any such currency or
composite currency being hereinafter referred to as a "Specified Currency") on
the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption or Repayment Date specified above, and to pay Interest
thereon from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, on
the Interest Payment Dates set forth above and on the Maturity Date,
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commencing on the first such Interest Payment Date next succeeding the Original
Issue Date, PROVIDED that if the Original Issue Date is after a Regular Record
Date and before the Interest Payment Date immediately following such Regular
Record Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date, at the rate per annum determined in
accordance with the provisions hereinafter set forth, depending on the Interest
Rate Basis specified above, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such 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 fifteenth calendar day (whether or not a Business
Day (as defined below)), next preceding each Interest Payment Date; PROVIDED,
HOWEVER, that interest payable at maturity or upon earlier redemption or
repayment will be payable to the Person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the registered 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, notice of which shall be given to the Registered Holders of 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 this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of principal of (and premium, if any) and interest on this
Security will be made in the Specified Currency shown above, except as provided
below. The Holder of a Security denominated in a Specified Currency other than
U.S. dollars may elect to receive all such payments in U.S. dollars by delivery
of a written request to the Paying Agent, on or prior to the applicable Record
Date or the date fifteen calendar days prior to maturity or earlier redemption
or repayment, as the case may be. Such written request may be in writing
(mailed or hand delivered) or by cable, telex or other form of facsimile
transmission. Such election shall remain in effect unless such request is
revoked on or prior to the applicable Record Date or the date fifteen days prior
to maturity or earlier redemption or repayment, as the case may be.
-3-
If the Holder has elected to receive payments in U.S. dollars, payment
in respect of such Security will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid quotation for U.S.
dollars received by such Exchange Rate Agent as of 11:00 A.M., New York City
time, on the second Business Day next preceding the applicable payment date from
three recognized foreign exchange dealers, for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all Holders of
Securities electing to receive U.S. dollar payments and at which the applicable
dealer commits to execute a contract. All currency exchange costs will be borne
by the Holders of such Securities by deductions from such payments. If three
such bid quotations are not available on the second Business Day preceding the
payment of principal (and premium, if any) or interest with respect to any
Security, such payment will be made in the Specified Currency.
Payment of the principal of (and premium, if any) and interest on this
Security due at maturity or upon earlier redemption or repayment to be made in
U.S. dollars will be made by wire transfer in immediately available funds upon
surrender of this Security at the Corporate Trust Office of the Paying Agent in
the Borough of Manhattan, The City of New York, PROVIDED that this Security is
presented to the Paying Agent in time for the Paying Agent to make such payment
in accordance with its normal procedures. Payments of interest to be made in
U.S. dollars (other than interest payable at maturity or upon earlier redemption
or repayment) will be made by check mailed to the address of the Person entitled
thereto as it appears in the Security Register, or by wire transfer to such
account as may have been designated to the Paying Agent at least 5 days prior to
the Interest Payment Date by such Person.
Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any Security made in a Specified Currency
other than U.S. dollars will be made by wire transfer in immediately available
funds to an account with a bank located in the country issuing the Specified
Currency (or, with respect to Securities denominated in European Currency Units
("ECUs"), an ECU account) or other jurisdiction acceptable to the Company and
the Paying Agent as shall have been designated at least 5 days prior to the
Interest Payment Date or stated maturity, redemption or repayment date, as the
case may be, by the registered Holder of this Security on the relevant Regular
Record Date or maturity, redemption or repayment date, provided that, in the
case of payment of principal of (and premium, if any) and any interest due at
maturity or
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upon earlier redemption or repayment, this Security is presented to the Paying
Agent in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures. Such designation shall be made by filing
the appropriate information with the Paying Agent, and, unless revoked, any such
designation made with respect to any Security by a registered Holder will remain
in effect with respect to any further payments with respect to this Security
payable to such Holder. If a payment with respect to this Security cannot be
made by wire transfer because the required designation has not been received by
the Paying Agent on or before the requisite date or for any other reason, a
notice will be mailed to the Holder at its registered address requesting a
designation pursuant to which such wire transfer can be made and, upon the
Paying Agent's receipt of such a designation, such payment will be made within 5
days of such receipt. The Company will pay any administrative costs imposed by
banks in connection with making payments by wire transfer, but any tax,
assessment or governmental charge imposed upon payment will be borne by the
Holder hereof in respect of which payments are made.
If payment on this Security is required to be made in ECUs and on a
payment date with respect to this Security, ECU's are used neither as the unit
of account of the European Community (the "EC") or as the currency of the
European Union, then all payments due on such payment date shall be made in U.S.
dollars. The amount so payable on any payment date in ECUs shall be converted
into U.S. dollars at a rate determined by the Exchange Rate Agent as of the
second Business Day prior to the date on which such payment is due on the
following basis: the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts that were components of the ECUs as
of the last date on which ECUs were used as the unit of account of the EC. The
equivalent of ECUs in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate (as defined below) for the Components or
as otherwise indicated above. The "Exchange Rate" means the noon buying rate in
The City of New York for cable transfers for the relevant Specified Currency.
Changes as to the nature or composition of the ECU may be made by the
EC in conformity with the treaty establishing the EC, as amended by the treaty
on the European Union, and EC law, in which event the composition of the ECU
will change accordingly and references to ECU in
-5-
this Security shall thereafter be construed as references to the ECU as so
changed.
If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate. Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.
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 or by its Authenticating Agent by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
-6-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: THE ST. PAUL COMPANIES, INC.
By______________________________
Attest:
__________________________
Corporate Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
By__________________________
Authorized Officer
-7-
[Form of Reverse]
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, Series C
(Floating Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 31, 1990 (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank, 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 Securities
of the series designated on the face hereof. The Securities of this series may
be issued from time to time in an aggregate principal amount of up to
$275,000,000 or its equivalent in other currencies or composite currencies, may
mature at different times, bear interest, if any, at different rates, be
redeemable at different times or not at all, be issued at an original issue
discount, and be denominated in different currencies.
If the Maturity Date (or date of redemption or repayment) of this
Security falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and interest will be made on the next succeeding
Business Day as if made on the date such payment was due, and no interest will
accrue on such payment for the period from and after the Maturity Date (or date
of redemption or repayment) to the date of such payment on the next succeeding
Business Day.
This Security is not subject to redemption prior to the Maturity Date
shown above unless a Redemption Commencement Date and Redemption Periods and
Redemption Prices are specified above. If so specified, this Security is
subject to redemption upon not less than 30 nor more than 60 days' notice by
mail, as a whole or in part, at the election of the Company, during the
Redemption Periods and at the Redemption Prices specified above, plus interest
accrued to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the registered Holder
of this Security, or one or more Predecessor Securities, of record at the close
of
-8-
business on the relevant Regular Record Dates referred to above, all as provided
in the Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the unredeemed portion will be delivered to the registered
Holder upon the cancellation hereof and in the event of transfer or exchange a
new Security or Securities of this Series and of like tenor and for a like
aggregate principal amount will be issued to the registered Holder, in case of
exchange, or the designated transferee or transferees, in case of transfer.
This Security is not subject to repayment prior to the Maturity Date
shown above unless a Repayment Date, Repayment Periods and Repayment Prices are
specified above. If so specified, this Security is subject to repayment at the
option of the Holder hereof upon the terms set forth above.
In the event of repayment of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the unpaid portion will be issued to the registered Holder upon
the cancellation hereof.
The interest rate payable on this Security will be calculated by
reference to the Interest Rate Basis specified above (a) plus or minus the
Spread specified above, if any, or (b) multiplied by the Spread Multiplier
specified above, if any. The Interest Rate Basis may be: (a) the Commercial
Paper Rate, (b) the Prime Rate, (c) LIBOR, (d) the Treasury Rate, (e) the CD
Rate, (f) the Federal Funds Rate, (g) the CMT Rate or such other interest rate
formula, as specified above. The "Index Maturity" is the period to maturity of
the instrument or obligation from which the Interest Rate Basis is calculated,
as specified above.
All percentages resulting from any calculation on this Security will
be rounded to the nearest one hundred-thousandth of a percentage point, with
five-one millionths of a percentage point rounded upwards (E.G., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in
or resulting from such calculation on this Security will be rounded, in the case
of U.S. dollars, to the nearest cent or, in the case of a foreign currency or
composite currency, to the nearest unit (with one-half cent or unit being
rounded upwards).
Unless otherwise specified above, the "Regular Record Date" with
respect to this Security shall be the date
-9-
15 calendar days prior to each Interest Payment Date, whether or not such date
shall be a Business Day, and interest will be payable, in the case of Securities
which reset daily, weekly or monthly, on the third Wednesday of each month or on
the third Wednesday of March, June, September and December of each year (as
specified above); which reset quarterly, on the third Wednesday of March, June,
September and December of each year; which reset semi-annually, on the third
Wednesday of the two months of each year specified above; and which reset
annually, on the third Wednesday of the month specified above (each an "Interest
Payment Date"); and in each case, at maturity or upon earlier redemption or
repayment.
Payments of interest with respect to any Interest Payment Date will
include interest accrued to but excluding such Interest Payment Date or date of
maturity, redemption or repayment, as the case may be. Accrued interest from
the Original Issue Date or from the last date to which interest has been paid is
calculated by multiplying the face amount of this Security by an accrued
interest factor, computed by adding the interest factor calculated for each day
from such starting date to but excluding the date for which accrued interest is
being calculated. The interest factor (expressed as a decimal) for each such
day is computed by dividing the interest rate (expressed as a decimal)
applicable to such day by 360 or, in the case of a Treasury Rate Security, by
the actual number of days in the year.
The rate of interest on this Security will be reset daily, weekly,
monthly, quarterly, semi-annually or annually or otherwise (each an "Interest
Reset Date"), as specified above. Unless otherwise specified above, the
Interest Reset Date will be, if this Security resets daily, each Business Day,
if this Security (other than a Treasury Rate Security) resets weekly, the
Wednesday of each week, or if this Security is a Treasury Rate Security, the
Tuesday of each week (except as provided below); if this Security resets
monthly, the third Wednesday of each month; if this Security resets quarterly,
the third Wednesday of March, June, September and December; if this Security
resets semi-annually, the third Wednesday of two months of each year, as
specified above; and if this Security resets annually, the third Wednesday of
one month of each year, as specified above; PROVIDED, HOWEVER, that the interest
rate in effect from the date of issue to the first Interest Reset Date will be
the Initial Interest Rate specified above. If any Interest Reset Date would
otherwise be a day that is not a Market Day (as defined below), the Interest
Reset Date shall be postponed to the next day that is a Market Day, except that
if this Security is a LIBOR Security and such
-10-
Market Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Market Day.
As used herein, the term "Market Day" means (a) with respect to any
Note (other than any LIBOR Note), any Business Day, and (b) with respect to any
LIBOR Note, any such Business Day which is also a London Business Day. The term
"London Business Day" means (i) if the Specified Currency is other than ECU, any
day on which dealings in such Specified Currency are transacted in the London
Interbank Market or (ii) if the Specified Currency is ECU, any day that does not
appear as an ECU non-settlement day on the display designated as "ISDE" on the
Reuter Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if ECU non-settlement days do not appear on that page (and are
not so designated), is not a day on which payments in ECU cannot be settled in
the international interbank market. The term "Business Day" means each Monday,
Tuesday, Wednesday, Thursday and Friday which is (i) not a day on which banking
institutions in The City of New York generally are authorized or obligated by
law, regulation or executive order to close, and (ii) if the Note is denominated
in a Specified Currency (as defined below) other than U.S. dollars, not a day on
which banking institutions are authorized or obligated by law, regulation or
executive order to close in the financial center of the country issuing the
Specified Currency (which in the case of ECUs shall be Luxembourg, in which case
"Business Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris).
The Interest Determination Date pertaining to an Interest Reset Date
for a Commercial Paper Rate Security (the "Commercial Paper Interest
Determination Date"), for a Prime Rate Security (the "Prime Rate Interest
Determination Date"), for a CD Rate Security (the "CD Rate Interest
Determination Date"), for a Federal Funds Rate Security (the "Federal Funds
Interest Determination Date") and for a CMT Rate Note (the "CMT Rate Interest
Determination Date") will be the second Market Day preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date for
a LIBOR Security (the "LIBOR Interest Determination Date") will be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Index Currency is British pounds sterling, in which case the Interest
Determination Date will be the applicable Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for a Treasury Rate
Security (the "Treasury Interest Determination Date") will be the day of the
week in which such Interest Reset
-11-
Date falls on which Treasury bills would normally be auctioned. Treasury bills
are usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday. If, as the result
of a legal holiday, an auction is so held on the preceding Friday, such Friday
will be the Treasury Interest Determination Date pertaining to the Interest
Reset Date occurring in the next succeeding week. If an auction date shall fall
on any Interest Reset Date for a Treasury Rate Security, then such Interest
Reset Date shall instead be the first Business Day immediately following such
auction date. Unless otherwise specified above, 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
immediately preceding the applicable Interest Payment Date or the Maturity Date,
as the case may be.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis of
this Security is the Commercial Paper Rate, the interest rate with respect to
any Interest Reset Date shall equal the Money Market Yield (calculated as
described below) of the per annum rate (quoted on a bank discount basis) as of
the relevant Commercial Paper Interest Determination Date for commercial paper
having the Index Maturity shown above, as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)") under the heading "Commercial Paper". In the event
that such rate is not published prior to 9:00 A.M., New York City time, on the
relevant Calculation Date, then the Commercial Paper Rate with respect to such
Interest Reset Date shall be the Money Market Yield of such rate on such
Commercial Paper Interest Determination Date for commercial paper having the
Index Maturity specified above 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" or any successor publication published by the Federal
Reserve Bank of New York ("Composite Quotations") under the heading "Commercial
Paper". If by 3:00 P.M., New York City time, on such Calculation Date, such
rate is not published in either H.15(519) or Composite Quotations, the
Commercial Paper Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered per annum rates (quoted on a bank discount basis)
as of 11:00 A.M., New York City time, on such
-12-
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity shown above placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a nationally
recognized rating agency; PROVIDED, HOWEVER, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as mentioned above,
the Commercial Paper Rate with respect to such Interest Reset Date will be the
Commercial Paper Rate in effect hereon on such Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 X D
-------------
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 period for which accrued interest is being calculated.
DETERMINATION OF PRIME RATE. If the Interest Rate Basis of this
Security is the Prime Rate, the interest rate with respect to any Interest Reset
Date shall equal the rate set forth for the relevant Prime Rate Interest
Determination Date in H.15(519) under the heading "Bank Prime Loan". In the
event that such rate is not published prior to 9:00 A.M., New York City time, on
the relevant Calculation Date, then the Prime Rate with respect to such Interest
Reset Date shall be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the display designated as page "USPRIME1"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the USPRIME1 page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks) ("Reuters Screen USPRIME1
Page") as such bank's prime rate or base lending rate as in effect for such
Prime Rate Interest Determination Date as quoted on the Reuters Screen USPRIME1
Page on such Prime Rate Interest Determination Date. If fewer than four such
rates appear on the Reuters Screen USPRIME1 Page on such Prime Rate Interest
Determination Date, the Prime Rate with respect to such Interest Reset Date will
be the arithmetic mean of the prime rates or base lending 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 three
major banks in The City of New York selected by the Calculation Agent; PROVIDED,
HOWEVER,
-13-
that if fewer than three banks selected as aforesaid by the Calculation Agent
are quoting as mentioned above, the Prime Rate with respect to such Interest
Reset Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.
DETERMINATION OF LIBOR. If the Interest Rate Basis of this Security
is LIBOR, the interest rate with respect to any Interest Reset Date shall be
determined in accordance with the following provisions:
(i) On the relevant LIBOR Interest Determination Date, LIBOR will be
either (a) if "LIBOR Reuters" is specified above, the arithmetic mean of
the offered rates (unless the Designated LIBOR Page (as defined below) by
its terms provides only for a single rate, in which case such single rate
shall be used) for deposits in the Index Currency having the Index Maturity
specified above, commencing on the applicable Interest Reset Date, that
appear (or, if only a single rate is required as aforesaid, appears) on the
Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, or (b) if "LIBOR Telerate" is specified above or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the above as
the method of calculating LIBOR, the rate for deposits in the Index
Currency having the Index Maturity specified above, commencing on such
Interest Reset Date, that appears on the Designated LIBOR Page as of 11:00
A.M., London time, on such LIBOR Interest Determination Date. If fewer
than two such offered rates appear, or if no such rate appears, as
applicable, LIBOR on such LIBOR Interest Determination Date will be
determined in accordance with the provisions described in clause (ii)
below.
(ii) If LIBOR with respect to a LIBOR Interest Determination Date is
to be determined pursuant to this clause (ii), 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 Index Currency for the period of the Index Maturity specified above,
commencing on the Interest Reset Date, to prime banks in the London
interbank market 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 Index Currency in such
market at such time. If at least two such quotations are
-14-
provided, LIBOR determined on such LIBOR Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two quotations
are provided, LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately 11:00
A.M., or such other time specified above, in the applicable Principal
Financial Center, on such LIBOR Interest Determination Date by three major
banks in such Principal Financial Center selected by the Calculation Agent
for loans in the Index Currency to leading European banks, having the Index
Maturity specified above and in a principal amount that is representative
for a single transaction in such Index 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 in effect on such
LIBOR Interest Determination Date.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified
above, the display on the Reuter Monitor Money Rates Service (or any successor
service) for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency, or (b) if "LIBOR Telerate" is specified above
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the method
for calculating LIBOR, the display on the Dow Jones Telerate Service (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.
"Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified above, the Index Currency shall be United States dollars.
"Principal Financial Center" means the capital city of the country
issuing the currency or composite currency in which any payment in respect of
this Security is to be made or, solely with respect to the calculation of LIBOR,
the specified Index Currency, except that with respect to United States dollars,
Deutsche marks, Italian lira, Swiss francs, Dutch guilders and ECUs, the
Principal Financial Center shall be The City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Luxembourg, respectively.
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis of this
Security is the Treasury Rate, the interest rate with respect to any Interest
Reset Date shall
-15-
equal the rate for the auction on the relevant Treasury Interest Determination
Date of direct obligations of the United States ("Treasury Bills") having the
Index Maturity shown above as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Auction Average (Investment)" or, if not so
published by 9:00 A.M., New York City time, on the relevant Calculation Date,
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) for such
auction 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 shown above are not published or reported as provided above by 3:00
P.M., New York City time, on such Calculation Date, or if no such auction is
held during such week, then the Treasury Rate shall be the rate set forth in
H.15(519) for the relevant Treasury Interest Determination Date for the Index
Maturity shown above under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market". In the event such rate is not so published by 3:00
P.M., New York City time, on the relevant Calculation Date, the Treasury Rate
with respect to such Interest Reset Date shall be calculated by the Calculation
Agent and 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 Interest Determination Date, of
three primary United States government securities dealers in The City of New
York selected by the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity shown above; PROVIDED, HOWEVER,
that if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the Treasury Rate will be the
Treasury Rate in effect hereon on such Treasury Interest Determination Date.
DETERMINATION OF CD RATE. If the Interest Rate Basis of this Security
is the CD Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate for the relevant CD Rate Interest Determination Date for
negotiable certificates of deposit having the Index Maturity shown above as
published in H.15(519) under the heading "CDs (Secondary Market)". In the event
that such rate is not published prior to 9:00 A.M., New York City time, on the
relevant Calculation Date, then the CD Rate with respect to such Interest Reset
Date shall be the rate on such CD Rate Interest Determination Date for
negotiable certificates of deposit having the specified Index Maturity as
published in Composite Quotations under the heading "Certificates of
-16-
Deposit". If by 3:00 P.M., New York City time, on such Calculation Date such
rate is not published in either H.15(519) or Composite Quotations, the CD Rate
with respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall 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 of negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money market banks with a
remaining maturity closest to the Index Maturity shown above in a denomination
of U.S. $5,000,000; PROVIDED, HOWEVER, that if fewer than three dealers selected
as aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the CD Rate with respect to such Interest Reset Date will be the CD Rate in
effect on such CD Rate Interest Determination Date.
DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis of
this Security is the Federal Funds Rate, the interest rate with respect to any
Interest Reset Date shall equal the rate on the relevant Federal Funds Rate
Interest Determination Date for Federal Funds as published in H.15(519) under
the heading "Federal Funds (Effective)". In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the relevant Calculation
Date, then the Federal Funds Rate with respect to such Interest Reset Date will
be the rate on such Federal Funds Rate Interest Determination Date as published
in Composite Quotations under the heading "Federal Funds/Effective Rate". If by
3:00 P.M., New York City time, on such Calculation Date such rate is not
published in either H.15(519) or Composite Quotations, the Federal Funds Rate
with respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the arithmetic mean of the rates, as of 9:00 A.M., New York
City time, on such Federal Funds Rate Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by 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 brokers selected as aforesaid
by the Calculation Agent are quoting as mentioned in this sentence, the Federal
Funds Rate with respect to such Interest Reset Date will be the Federal Funds
Rate in effect on such Federal Funds Rate Interest Determination Date.
DETERMINATION OF CMT RATE. If the Interest Rate Basis of this Security
is the CMT Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate
-17-
displayed on the Designated CMT Telerate Page (as defined below) 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 (as defined below) for (i) if the Designated CMT Telerate
Page is 7055, the rate on the related CMT Interest Determination Date and
(ii) if the Designated CMT Telerate Page is 7052, the week or the month, as
specified above, ended immediately preceding the week or month (as
applicable) in which the related CMT Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page, or is not displayed
prior to 3:00 p.m., New York City time, on the relevant Calculation Date,
then the CMT Rate with respect to such CMT 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, is not published by 3:00 p.m., New York City time, on such Calculation
Date, then the CMT Rate for such CMT 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 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 the
related Calculation Date, then the CMT Rate for the CMT 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 "Reference Dealer") in The City of New York selected by the
Calculation Agent (from five such Reference 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
noncallable fixed rate obligations of the United States ("Treasury notes")
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 notes quotations, the CMT Rate for such CMT 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 offer
side prices as of approximately 3:30 p.m., New York City time, on the CMT
Interest Determination Date of three Reference Dealers in The City of New
York (from five such Reference 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 Treasury notes with an 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
Reference 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 the lowest of such quotes will be eliminated; PROVIDED, HOWEVER,
that if fewer than three Reference Dealers selected by the Calculation Agent
are quoting as described herein, the CMT Rate will be the CMT Rate in effect
on such CMT Interest Determination Date. If two Treasury notes with an
original maturity as described in the second preceding sentence have
remaining terms to maturity equally close to the Designated CMT Maturity
Index, the quotes for the Treasury 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 specified above (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 Maturities as reported in H.15(519). If no such page is specified
above, 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 above with respect to which the CMT Rate will be calculated. If no
such maturity is specified above, the Designated CMT Maturity Index shall be two
years.
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, shown above. The Calculation Agent shall calculate the
interest rate on this Security in accordance with the foregoing on each Interest
Determination Date or Calculation Date as applicable. The Calculation Agent's
determination of any interest rate will be final and binding in the absence of
manifest error. The interest rate on this Security will in no event be higher
than the maximum rate permitted by New York, as the same may be modified by
United States law of general application.
The Calculation Agent will upon the request of the Holder of this
Security provide to such Holder the interest rate hereon then in effect and, if
determined, the interest rate which will become effective on the next Interest
Reset Date.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth 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 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 66 2/3% in principal amount of the 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 Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent of waiver 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 or Securities 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 premium, if any) and
interest on this Security at the times, places 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 Securities in definitive registered form of
the series of which this Security is a part may be registered in the Security
Register, upon surrender of such Securities for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on such Securities 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
like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities of this series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denominations indicated on the face hereof, unless otherwise
specified above, and may be issued, in whole or in part, in the form of one or
more permanent global Securities that will be deposited with, or on behalf of,
the Depositary. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series issued in definitive registered
form are exchangeable for a like aggregate principal amount of 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 of Securities as provided above, 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 a Security of this series 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 is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
All terms used in this Security which are defined in the Indenture and
not herein otherwise defined shall have the meanings assigned to them in the
Indenture.
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)
Uniform Gifts to Minor Acts
______________________________
(State)
Additional abbreviations may also be used
though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR
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:____________ ___________________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at
___________________________________________________________
___________________________________________________________
___________________________________________________________
(Please Print or Typewrite Name and Address of the Undersigned)
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.
Dated:_____________________ ______________________________
______________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
--
[Form of Fixed Rate
Permanent Global
Security]
THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
CUSIP NO.
No. FXR- $______________
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, SERIES C
(Global Fixed Rate)
SPECIFIED CURRENCY: EXCHANGE RATE
AGENT:
ORIGINAL
ISSUE DATE: INTEREST RATE: MATURITY DATE:
REDEMPTION REDEMPTION
COMMENCEMENT DATE: PERIODS AND
PRICES:
REPAYMENT DATE: REPAYMENT
PERIODS AND
PRICES:
AUTHORIZED DENOMINATIONS:
(Only applicable if Specified
Currency is other than U.S. dollars)
OTHER/ADDITIONAL TERMS:
DEFAULT RATE:
(Only applic-
able if
Security issued
at original
issue discount)
OID DEFAULT
AMOUNT: (Only
applicable if
Security issued
at original
issue discount)
THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (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 for the Depositary, or registered assigns, the principal sum of
(any such currency or
composite currency being hereinafter referred to as a "Specified Currency") on
the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption or Repayment Date specified above, and to pay interest
thereon from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 of each year and on the Maturity Date,
commencing on the first such Interest Payment Date next succeeding the Original
Issue Date, PROVIDED that if the Original Issue Date is after a Regular Record
Date and before the Interest Payment Date immediately following such Regular
Record Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date, at the rate per annum set forth above, until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
permanent global 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 May 1 or November 1 (whether or not a Business Day (as defined
below)), as the case may be, next preceding the May 15 and November 15 Interest
Payment Dates; PROVIDED, HOWEVER, that interest payable at maturity or upon
earlier redemption or repayment will be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this permanent global 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, notice of which shall be given to the Holder of this permanent
global Security 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 Securities of the series
evidenced by this permanent global Security may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture. As used herein, the term "Depositary" shall mean the Depositary
designated as such by the Company under the Indenture described herein.
Payment of principal of (and premium, if any) and interest on this
permanent global Security will be made in the Specified Currency shown above,
except as provided below. The Holder of a permanent global Security denominated
in a Specified Currency other than U.S. dollars may elect to receive all such
payments in U.S. dollars by delivery of a written request to the Paying Agent,
on or prior to the applicable Record Date or the date fifteen calendar days
prior to maturity or earlier redemption or repayment, as the case may be. Such
written request may be in writing (mailed or hand delivered) or by cable, telex
or other form of facsimile transmission. Such election shall remain in effect
unless such request is revoked on or prior to the applicable Record Date or the
date fifteen days prior to maturity, redemption or repayment, as the case may
be.
If the Holder has elected to receive payments in U.S. dollars, payment
in respect of such Security will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid quotation for U.S.
dollars received by such Exchange Rate Agent as of 11:00 A.M., New York City
time, on the second Business Day next preceding the applicable payment date from
three recognized foreign exchange dealers, for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all Holders of
permanent global Securities electing to receive U.S. dollar payments and at
which the applicable dealer commits to execute a contract. All currency
exchange costs will be borne by the Holders of such permanent global Securities
by deductions from such payments. If three such bid quotations are not
available on the second Business Day preceding the payment of principal (and
premium, if any) or interest with respect to any permanent global Security, such
payment will be made in the Specified Currency. The term "Business Day", as
used herein means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions are authorized or required
by law, regulation or executive order to close in The City of New York;
PROVIDED, HOWEVER, that, if the payment of this permanent global Security is to
be made in a currency or composite currency other than U.S. dollars, such day is
also not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing such currency or composite currency (or,
in the case of European Currency Units ("ECUs"), is not a day that is a non-ECU
clearing day as determined by the ECU Banking Association in Paris). The term
"Principal Financial Center" as used herein means the capital city of the
country issuing the currency or composite currency in which payment inspect of
this permanent global Security is to be made, except that with respect to U.S.
dollars, Deutsche marks, Italian lire, Swiss francs, Dutch guilders and ECUs,
the Principal Financial Center shall be The City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Luxembourg, respectively.
Payment of principal of (and premium, if any) and interest due on this
permanent global Security will be made to the Depositary or its nominee, as the
case may be, as the sole registered owner and the sole Holder of this permanent
global Security for all purposes under the Indenture.
Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any permanent global Security made in a
Specified Currency other than U.S. dollars will be made by wire transfer in
immediately available funds to an account with a bank located in the country
issuing the Specified Currency (or, with respect to Securities denominated in
ECUs, an ECU account) or other jurisdiction acceptable to the Company and the
Paying Agent as shall have been designated at least 5 days prior to the Interest
Payment Date or stated maturity, redemption or repayment date, as the case may
be, by the registered Holder of this permanent global Security on the relevant
Regular Record Date or maturity, redemption or repayment date, provided that, in
the case of payment of principal of (and premium, if any) and any interest due
at maturity or upon earlier redemption or repayment, this permanent global
Security is presented to the Paying Agent in time for the Paying Agent to make
such payments in such funds in accordance with its normal procedures. Such
designation shall be made by filing the appropriate information with the Paying
Agent, and, unless revoked, any such designation made with respect to any
permanent global Security by a registered Holder will remain in effect with
respect to any further payments with respect to this permanent global Security
payable to such Holder. If a payment with respect to this permanent global
Security cannot be made by wire transfer because the required designation has
not been received by the Paying Agent on or before the requisite date or for any
other reason, a notice will be mailed to the Holder at its registered address
requesting a designation pursuant to which such wire transfer can be made and,
upon the Paying Agent's receipt of such a designation, such payment will be made
within 5 days of such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer, but any
tax, assessment or governmental charge imposed upon payment will be borne by the
Holder hereof in respect of which payments are made.
If payment on this Security is required to be made in ECUs and on a
payment date with respect to this Security, ECU's are used neither as the unit
of account of the European Community (the "EC") or as the currency of the
European Union, then all payments due on such payment date shall be made in U.S.
dollars. The amount so payable on any payment date in ECUs shall be converted
into U.S. dollars at a rate determined by the Exchange Rate Agent as of the
second Business Day prior to the date on which such payment is due on the
following basis: the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts that were components of the ECUs as
of the last date on which ECUs were used as the unit of account of the EC. The
equivalent of ECUs in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate (as defined below), for the Components or
as otherwise indicated above. The "Exchange Rate" means the noon buying rate in
The City of New York for cable transfers for the relevant Specified Currency.
If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate. Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.
This permanent global Security is exchangeable or transferable in
whole or from time to time in part for Securities of this series in definitive
registered form only as provided in this paragraph. If (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this permanent global Security or if at any time the Depositary ceases to be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company in its sole discretion determines that this permanent
global Security shall be so exchangeable or transferable for Securities of this
series in definitive registered form and executes and delivers to the Security
Registrar a Company Order providing that this permanent global Security shall be
so exchangeable or transferable, or (iii) an event shall have happened and be
continuing which, after notice or lapse of time, or both, would become an Event
of Default with respect to the Securities of the series of which this permanent
global Security is a part, this permanent global Security shall be exchangeable
for Securities of this series in definitive registered form, PROVIDED that the
definitive Securities so issued in exchange for this permanent global Security
shall be in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof or, if this permanent global Security is denominated in a
Specified Currency, in the denominations indicated on the face hereof, and be of
like aggregate principal amount and tenor as the portion of this permanent
global Security to be exchanged. Except as provided above, owners of beneficial
interests in this permanent global Security will not be entitled to receive
physical delivery of Securities in definitive registered form and will not be
considered the Holders thereof for any purpose under the Indenture.
Upon exchange of any portion of this permanent global Security for one
or more Securities of this series in definitive registered form, the Trustee or
the Security Registrar, as the case may be, shall cancel this permanent global
Security and issue a new permanent global Security or Securities of this Series
and of like tenor for the remaining principal amount. Except as otherwise
provided herein or in the Indenture, until exchanged in full for one or more
Securities of this series in definitive registered form, this permanent global
Security shall in all respects be subject to and entitled to the same benefits
and conditions under the Indenture as a duly authenticated and delivered
Security of this series in definitive registered form.
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 or by its Authenticating Agent by manual signature, this permanent
global Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: THE ST. PAUL COMPANIES, INC.
By______________________________
Attest:
__________________________
Corporate Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
By__________________________
Authorized Officer
[Form of Reverse]
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, Series C
(Global Fixed Rate)
This Security is a permanent global Security evidencing a portion of a
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of March 31, 1990 (herein called the "Indenture"), between the Company
and The Chase Manhattan Bank, 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
permanent global Security represents a portion of the Securities of the series
designated on the face hereof. The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $275,000,000 or its
equivalent in other currencies or composite currencies, may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be denominated
in different currencies.
Interest payments for this permanent global Security will include
interest accrued to but excluding the Interest Payment Dates or date of
maturity, redemption or repayment, as the case may be. Interest payments for
this permanent global Security shall be computed and paid on the basis of a
360-day year of twelve 30-day months.
If any Interest Payment Date or the Maturity Date (or date of
redemption or repayment) of this permanent global Security falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest will be made on the next succeeding Business Day as if made on
the date such payment was due, and no interest will accrue on such payment for
the period from and after such Interest Payment Date or the Maturity Date (or
date of redemption or repayment), as the case may be, to the date of such
payment on the next succeeding Business Day.
This permanent global Security is not subject to redemption prior to
the Maturity Date shown above unless a Redemption Commencement Date and
Redemption Periods and Redemption Prices are specified above. If so specified,
this permanent global Security is subject to redemption upon not less than 30
nor more than 60 days' notice by mail, as a whole or in part, at the election of
the Company, during the Redemption Periods and at the Redemption Prices
specified on the face hereof, plus interest accrued to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holder of this permanent global Security, or one or
more Predecessor Securities, of record at the close of business on the relevant
Regular Record Dates referred to above, all as provided in the Indenture.
In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series and of like
tenor and for a principal amount equal to the unredeemed portion will be
delivered to the Depositary upon the cancellation hereof.
This permanent global Security is not subject to repayment prior to
the Maturity Date shown above unless a Repayment Date, Repayment Periods and
Repayment Prices are specified above. If so specified, this permanent global
Security is subject to repayment at the option of the Holder hereof upon the
terms set forth above.
In the event of repayment of this permanent global Security in part
only, a new Security or Securities of this series and of like tenor and for a
principal amount equal to the unpaid portion will be issued to the registered
Holder upon the cancellation hereof.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(including this permanent global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth 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 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 66 2/3% in principal amount of the 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 Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent of waiver 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 or Securities 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
permanent global 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 premium, if any) and interest on this permanent global
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
This permanent global Security may not be transferred except as a
whole by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a nominee of such successor.
If this Security is issued with an original issue discount, (i) if an
Event of Default with respect to the Securities shall have occurred and be
continuing, the amount of principal of this Security which may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture, shall be determined in the manner set forth under
"OID Default Amount" on the face hereof, and (ii) in the case of a default of
payment in principal upon acceleration, redemption or at maturity hereof, in
lieu of any interest otherwise payable, the overdue principal of this Security
shall bear interest at a rate of interest per annum equal to the Default Rate
stated on the face hereof (to the extent that the payment of such interest shall
be legally enforceable), which shall accrue from the date of such acceleration,
redemption or maturity, as the case may be, to the date payment has been made or
duly provided for or such default has been waived in accordance with the terms
of the Indenture.
The Securities of this Series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denominations indicated on the face hereof, unless otherwise
specified above.
No service charge shall be made for any registration of transfer or
exchange of Securities as provided above, 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 of this series 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 permanent global Security
is registered as the owner hereof for all purposes, whether or not this
permanent global Security is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
All terms used in this permanent global Security which are defined in
the Indenture and not herein otherwise defined shall have the meanings assigned
to them in the Indenture. 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)
Uniform Gifts to Minors Act
____________________________
(State)
Additional abbreviations may also be used
though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR
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:____________ ___________________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at
___________________________________________________________
___________________________________________________________
___________________________________________________________
(Please Print or Typewrite Name and Address of the Undersigned)
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.
Dated:_____________________ ______________________________
______________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
--
[Form of Floating Rate Permanent Global
Security - No OID]
THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
CUSIP NO.
No. FLR- $______________
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, SERIES C
(Global Floating Rate)
SPECIFIED CURRENCY: EXCHANGE RATE
AGENT:
ORIGINAL INITIAL MATURITY
ISSUE DATE: INTEREST RATE: DATE:
AUTHORIZED DENOMINATIONS:
(only applicable if Specified
Currency is other than U.S. dollars)
INDEX MATURITY: SPREAD (plus
or minus):
INDEX CURRENCY (if other than
U.S. dollars):
INTEREST RATE SPREAD
BASIS: MULTIPLIER:
INTEREST RESET MAXIMUM
PERIOD: INTEREST RATE:
INTEREST PAYMENT MINIMUM
DATES: INTEREST RATE:
REGULAR RECORD
DATES:
INTEREST CALCULATION
RESET DATES: DATES:
INTEREST CALCULATION
DETERMINATION DATES: AGENT (if other
than The Chase
Manhattan Bank):
REDEMPTION REDEMPTION
COMMENCEMENT DATE: PERIODS AND
PRICES:
REPAYMENT DATE: REPAYMENT
PERIODS AND
PRICES:
OTHER/ADDITIONAL TERMS:
THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (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 for the Depositary, or registered assigns, the principal sum of
(any such currency or
composite currency being hereinafter referred to as a "Specified Currency") on
the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption or Repayment Date specified above, and to pay Interest
thereon from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, on
the Interest Payment Dates set forth above and on the Maturity Date, commencing
on the first such Interest Payment Date next succeeding the Original Issue Date,
PROVIDED that if the Original Issue Date is after a Regular Record Date and
before the Interest Payment Date immediately following such Regular Record Date,
interest payments will commence on the second Interest Payment Date following
the Original Issue Date, at the rate per annum determined in accordance with the
provisions hereinafter set forth, depending on the Interest Rate Basis specified
above, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this permanent global 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 fifteenth calendar day (whether or not a Business
Day (as defined below)), next preceding each Interest Payment Date; PROVIDED,
HOWEVER, that interest payable at maturity or upon earlier redemption or
repayment will be payable to the Person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this permanent global 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, notice of which shall be given to the Holder of this permanent global
Security 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 this permanent global Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture. As used herein, the term "Depositary" shall mean
the Depositary designated as such by the Company under the Indenture described
herein.
Payment of principal of (and premium, if any) and interest on this
permanent global Security will be made in the Specified Currency shown above,
except as provided below. The Holder of a permanent global Security denominated
in a Specified Currency other than U.S. dollars may elect to receive all such
payments in U.S. dollars by delivery of a written request to the Paying Agent,
on or prior to the applicable Record Date or the date fifteen calendar days
prior to maturity or earlier redemption or repayment, as the case may be. Such
written request may be in writing (mailed or hand delivered) or by cable, telex
or other form of facsimile transmission. Such election shall remain in effect
unless such request is revoked on or prior to the applicable Record Date or the
date fifteen days prior to maturity or earlier redemption or repayment, as the
case may be.
If the Holder has elected to receive payments in U.S. dollars, payment
in respect of this permanent global Security will be based upon the exchange
rate as determined by the Exchange Rate Agent based on the highest firm bid
quotation for U.S. dollars received by such Exchange Rate Agent as of 11:00
A.M., New York City time, on the second Business Day next preceding the
applicable payment date from three recognized foreign exchange dealers, for
settlement on such payment date of the aggregate amount of the Specified
Currency payable to all Holders of permanent global Securities electing to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holders of
such permanent global Securities by deductions from such payments. If three
such bid quotations are not available on the second Business Day preceding the
payment of principal (and premium, if any) or interest with respect to any
permanent global Security, such payment will be made in the Specified Currency.
Payment of principal of (and premium, if any) and interest due on this
permanent global Security will be made to the Depositary or its nominee, as the
case may be, as the sole registered owner and the sole Holder of this permanent
global Security for all purposes under the Indenture.
Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any permanent global Security made in a
Specified Currency other than U.S. dollars will be made by wire transfer in
immediately available funds to an account with a bank located in the country
issuing the Specified Currency (or, with respect to permanent global Securities
denominated in European Currency Units ("ECUs"), an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have been
designated at least 5 days prior to the Interest Payment Date or stated
maturity, redemption or repayment date, as the case may be, by the registered
Holder of this permanent global Security on the relevant Regular Record Date or
maturity, redemption or repayment date, provided that, in the case of payment of
principal of (and premium, if any) and any interest due at maturity or upon
earlier redemption or repayment, this permanent global Security is presented to
the Paying Agent in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. Such designation shall be made
by filing the appropriate information with the Paying Agent, and, unless
revoked, any such designation made with respect to any Security by a registered
Holder will remain in effect with respect to any further payments with respect
to this Security payable to such Holder. If a payment with respect to this
Security cannot be made by wire transfer because the required designation has
not been received by the Paying Agent on or before the requisite date or for any
other reason, a notice will be mailed to the Holder at its registered address
requesting a designation pursuant to which such wire transfer can be made and,
upon the Paying Agent's receipt of such a designation, such payment will be made
within 5 days of such receipt. The Company will pay any administrative costs
imposed by banks in connection with making payments by wire transfer, but any
tax, assessment or governmental charge imposed upon payment will be borne by the
Holder hereof in respect of which payments are made.
If payment on this permanent global Security is required to be made in
ECUs and on a payment date with respect to this Security, ECU's are used neither
as the unit of account of the European Community (the "EC") or as the currency
of the European Union, then all payments due on such payment date shall be made
in U.S. dollars. The amount so payable on any payment date in ECUs shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis: the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts that were components of the ECUs as
of the last date on which ECUs were used as the unit of account of the EC. The
equivalent of ECUs in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate (as defined below), for the Components or
as otherwise indicated above. The "Exchange Rate" means the noon buying rate in
The City of New York for cable transfers for the relevant Specified Currency.
Changes as to the nature or composition of the ECU may be made by the
EC in conformity with the treaty establishing the EC, as amended by the treaty
on the European Union, and EC law, in which event the composition of the ECU
will change accordingly and references to ECU in this permanent global Security
shall thereafter be construed as references to the ECU as so changed.
If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate. Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.
This permanent global Security is exchangeable or transferable in
whole or from time to time in part for Securities of this series in definitive
registered form only as provided in this paragraph. If (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this permanent global Security or if at any time the Depositary ceases to be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, (ii) the Company in its sole
discretion determines that this permanent global Security shall be so
exchangeable or transferable for Securities of this series in definitive
registered form and executes and delivers to the Security Registrar a Company
Order providing that this permanent global Security shall be so exchangeable or
transferable, or (iii) an event shall have happened and be continuing which,
after notice or lapse of time, or both, would become an Event of Default with
respect to the Securities of the series of which this permanent global Security
is a part, this permanent global Security shall be exchangeable for Securities
of this series in definitive registered form, PROVIDED that the definitive
Securities so issued in exchange for this permanent global Security shall be in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof
or, if this Security is denominated in a Specified Currency, in the
denominations indicated on the face hereof, and be of like aggregate principal
amount and tenor as the portion of this permanent global Security to be
exchanged. Except as provided above, owners of beneficial interests in this
permanent global Security will not be entitled to receive physical delivery of
Securities in definitive registered form and will not be considered the Holders
thereof for any purpose under the Indenture.
Upon exchange of any portion of this permanent global Security for one
or more Securities of this series in definitive registered form, the Trustee or
the Security Registrar, as the case may be, shall cancel this permanent global
Security and issue a new permanent global Security or Securities of this Series
and of like tenor for the remaining principal amount. Except as otherwise
provided herein or in the Indenture, until exchanged in full for one or more
Securities of this series in definitive registered form, this permanent global
Security shall in all respects be subject to and entitled to the same benefits
and conditions under the Indenture as a duly authenticated and delivered
Security of this series in definitive registered form.
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 or by its Authenticating Agent by manual signature, this permanent
global Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: THE ST. PAUL COMPANIES, INC.
By______________________________
Attest:
__________________________
Corporate Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
By__________________________
Authorized Officer
[Form of Reverse]
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, Series C
(Global Floating Rate)
This Security is a permanent global Security evidencing a portion of a
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of March 31, 1990 (herein called the "Indenture"), between the Company
and The Chase Manhattan Bank, 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
permanent global Security represents a portion of the Securities of the series
designated on the face hereof. The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $275,000,000 or its
equivalent in other currencies or composite currencies, may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be denominated
in different currencies.
If the Maturity Date (or date of redemption or repayment) of this
permanent Global Security falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and interest will be made on the
next succeeding Business Day as if made on the date such payment was due, and no
interest will accrue on such payment for the period from and after the Maturity
Date (or date of redemption or repayment) to the date of such payment on the
next succeeding Business Day.
This permanent global Security is not subject to redemption prior to
the Maturity Date shown above unless a Redemption Commencement Date and
Redemption Periods and Redemption Prices are specified above. If so specified,
this permanent global Security is subject to redemption upon not less than 30
nor more than 60 days' notice by mail, as a whole or in part, at the election of
the Company, during the Redemption Periods and at the Redemption Prices
specified on the face hereof, plus interest accrued to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holder of this permanent global Security, or one or
more Predecessor permanent global Securities, of record at the close of business
on the relevant Record Dates referred to above, all as provided in the
Indenture.
In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series and of like
tenor will be delivered to the Depositary upon the cancellation hereof.
This permanent global Security is not subject to repayment prior to
the Maturity Date shown above unless a Repayment Date, Repayment Periods and
Repayment Prices are specified above. If so specified, this Security is subject
to repayment at the option of the Holder hereof upon the terms set forth above.
In the event of repayment of this permanent global Security in part
only, a new Security or Securities of this series and of like tenor and for a
principal amount equal to the unpaid portion will be issued to the registered
Holder upon the cancellation hereof.
The interest rate payable on this permanent global Security will be
calculated by reference to the Interest Rate Basis specified above (a) plus or
minus the Spread specified above, if any, or (b) multiplied by the Spread
Multiplier specified above, if any. The Interest Rate Basis may be: (a) the
Commercial Paper Rate, (b) the Prime Rate, (c) LIBOR (this permanent global
Security being a "LIBOR Security"), (d) the Treasury Rate, (e) the CD Rate, (f)
the Federal Funds Rate, (g) the CMT Rate or such other interest rate formula, as
specified above. The "Index Maturity" is the period to maturity of the
instrument or obligation from which the Interest Rate Basis is calculated, as
specified above.
All percentages resulting from any calculation on this permanent
global Security will be rounded to the nearest one hundred-thousandth of a
percentage point, with five-one millionths of a percentage point rounded upwards
(E.G., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and
all amounts used in or resulting from such calculation on this Security will be
rounded, in the case of U.S. dollars, to the nearest cent or, in the case of a
foreign currency or composite currency, to the nearest unit (with one-half cent
or unit being rounded upwards).
Unless otherwise specified above, the "Regular Record Date" with
respect to this permanent global Security shall be the date 15 calendar days
prior to each Interest Payment Date, whether or not such date shall be a
Business Day, and interest will be payable, in the case of permanent global
Securities which reset daily, weekly or monthly, on the third Wednesday of each
month or on the third Wednesday of March, June, September and December of each
year (as specified above); which reset quarterly, on the third Wednesday of
March, June, September and December of each year; which reset semi-annually, on
the third Wednesday of the two months of each year specified above; and which
reset annually, on the third Wednesday of the month specified above (each an
"Interest Payment Date"); and in each case, at maturity or upon earlier
redemption or repayment.
Payments of interest with respect to any Interest Payment Date will
include interest accrued to but excluding such Interest Payment Date or date of
maturity, redemption or repayment, as the case may be. Accrued interest from
the Original Issue Date or from the last date to which interest has been paid is
calculated by multiplying the face amount of this permanent global Security by
an accrued interest factor, computed by adding the interest factor calculated
for each day from such starting date to but excluding the date for which accrued
interest is being calculated. The interest factor (expressed as a decimal) for
each such day is computed by dividing the interest rate (expressed as a decimal)
applicable to such day by 360 or, in the case of a Treasury Rate Security, by
the actual number of days in the year.
The rate of interest on this permanent global Security will be reset
daily, weekly, monthly, quarterly, semiannually or annually or otherwise (each
an "Interest Reset Date"), as specified above. Unless otherwise specified
above, the Interest Reset Date will be, if this permanent global Security resets
daily, each Business Day, if this permanent global Security (other than a
Treasury Rate Security) resets weekly, the Wednesday of each week, or if this
permanent global Security is a Treasury Rate Security, the Tuesday of each week
(except as provided below); if this permanent global Security resets monthly,
the third Wednesday of each month; if this permanent global Security resets
quarterly, the third Wednesday of March, June, September and December; if this
permanent global Security resets semi-annually, the third Wednesday of two
months of each year, as specified above; and if this permanent global Security
resets annually, the third Wednesday of one month of each year, as specified
above; PROVIDED, however, that the interest rate in effect from the date of
issue to the first Interest Reset Date will be the Initial Interest Rate
specified above. If any Interest Reset Date would otherwise be a day that is
not a Market Day (as defined below), the Interest Reset Date shall be postponed
to the next day that is a Market Day, except that if this Security is a LIBOR
Security and such Market Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Market Day.
As used herein, the term "Market Day" means (a) with respect to any
Note (other than any LIBOR Note), any Business Day, and (b) with respect to any
LIBOR Note, any such Business Day which is also a London Business Day. The term
"London Business Day" means (i) if the Specified Currency is other than ECU, any
day on which dealings in such Specified Currency are transacted in the London
Interbank Market or (ii) if the Specified Currency is ECU, any day that does not
appear as an ECU non-settlement day on the display designated as "ISDE" on the
Reuter Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if ECU non-settlement days do not appear on that page (and are
not so designated), is not a day on which payments in ECU cannot be settled in
the international interbank market. The term "Business Day" means each Monday,
Tuesday, Wednesday, Thursday and Friday which is (i) not a day on which banking
institutions in The City of New York generally are authorized or obligated by
law, regulation or executive order to close, and (ii) if the Note is denominated
in a Specified Currency (as defined below) other than U.S. dollars, not a day on
which banking institutions are authorized or obligated by law, regulation or
executive order to close in the financial center of the country issuing the
Specified Currency (which in the case of ECUs shall be Luxembourg, in which case
"Business Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris).
The Interest Determination Date pertaining to an Interest Reset Date
for a Commercial Paper Rate Security (the "Commercial Paper Interest
Determination Date"), for a Prime Rate Security (the "Prime Rate Interest
Determination Date"), for a CD Rate Security (the "CD Rate Interest
Determination Date"), for a Federal Funds Rate Security (the "Federal Funds
Interest Determination Date") and for a CMT Rate Note (the "CMT Rate Interest
Determination Date") will be the second Market Day preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date for a
LIBOR Security (the "LIBOR Interest Determination Date") will be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Index Currency is British pounds sterling, in which case the Interest
Determination Date will be the applicable Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for a Treasury Rate
Security (the "Treasury Interest Determination Date") will be the day of the
week in which such Interest Reset Date falls on which Treasury bills would
normally be auctioned. Treasury bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If, as the result of a legal holiday, an auction is so
held on the preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction date shall fall on any Interest Reset Date for a
Treasury Rate Security, then such Interest Reset Date shall instead be the first
Business Day immediately following such auction date. Unless otherwise
specified above, 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 immediately preceding the applicable
Interest Payment Date or the Maturity Date, as the case may be.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis of
this permanent global Security is the Commercial Paper Rate, the interest rate
with respect to any Interest Reset Date shall equal the Money Market Yield
(calculated as described below) of the per annum rate (quoted on a bank discount
basis) as of the relevant Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity shown above, as published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)") under the heading
"Commercial Paper". In the event that such rate is not published prior to 9:00
A.M., New York City time, on the relevant Calculation Date, then the Commercial
Paper Rate with respect to such Interest Reset Date shall be the Money Market
Yield of such rate on such Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity specified above 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" or any successor
publication published by the Federal Reserve Bank of New York ("Composite
Quotations") under the heading "Commercial Paper". If by 3:00 P.M., New York
City time, on such Calculation Date, such rate is not published in either
H.15(519) or Composite Quotations, the Commercial Paper Rate with respect to
such Interest Reset Date shall be calculated by the Calculation Agent and shall
be the Money Market Yield of the arithmetic mean of the offered per annum rates
(quoted on a bank discount basis) as of 11:00 A.M., New York City time, on such
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity shown above placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a nationally
recognized rating agency; PROVIDED, HOWEVER, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as mentioned above,
the Commercial Paper Rate with respect to such Interest Reset Date will be the
Commercial Paper Rate in effect hereon on such Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 X D
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 period for which accrued interest is being calculated.
DETERMINATION OF PRIME RATE. If the Interest Rate Basis of this
permanent global Security is the Prime Rate, the interest rate with respect to
any Interest Reset Date shall equal the rate set forth for the relevant Prime
Rate Interest Determination Date in H.15(519) under the heading "Bank Prime
Loan". In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the relevant Calculation Date, then the Prime Rate with
respect to such Interest Reset Date shall be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the display designated
as page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other
page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending rate
as in effect for such Prime Rate Interest Determination Date as quoted on the
Reuters Screen USPRIME1 Page on such Prime Rate Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen USPRIME1 Page on such
Prime Rate Interest Determination Date, the Prime Rate with respect to such
Interest Reset Date will be the arithmetic mean of the prime rates or base
lending 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 three major bank in The City of New York selected
by the Calculation Agent; PROVIDED, HOWEVER, that if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting as mentioned above,
the Prime Rate with respect to such Interest Reset Date will be the Prime Rate
in effect on such Prime Rate Interest Determination Date.
DETERMINATION OF LIBOR. If the Interest Rate Basis of this permanent
global Security is LIBOR, the interest rate with respect to any Interest Reset
Date shall be determined in accordance with the following provisions:
(i) On the relevant LIBOR Interest Determination Date, LIBOR will be
either (a) if "LIBOR Reuters" is specified above, the arithmetic mean of
the offered rates (unless the Designated LIBOR Page (as defined below) by
its terms provides only for a single rate, in which case such single rate
shall be used) for deposits in the Index Currency having the Index Maturity
specified above, commencing on the applicable Interest Reset Date, that
appear (or, if only a single rate is required as aforesaid, appears) on the
Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, or (b) if "LIBOR Telerate" is specified above or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the
method of calculating LIBOR, the rate for deposits in the Index Currency
having the Index Maturity specified above, commencing on such Interest
Reset Date, that appears on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If fewer than two
such offered rates appear, or if no such rate appears, as applicable, LIBOR
on such LIBOR Interest Determination Date will be determined in accordance
with the provisions described in clause (ii) below.
(ii) If LIBOR with respect to a LIBOR Interest Determination Date is
to be determined pursuant to this clause (ii), 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 Index Currency for the period of the Index Maturity specified above,
commencing on the Interest Reset Determination Date, to prime banks in the
London interbank market 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 Index 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 quotations are provided, LIBOR
determined on such LIBOR Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 A.M., or such other time
specified above, in the applicable Principal Financial Center, on such
LIBOR Interest Determination Date by three major banks in such Principal
Financial Center selected by the Calculation Agent for loans in the Index
Currency to leading European banks, having the Index Maturity specified
above and in a principal amount that is representative for a single
transaction in such Index 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 in effect on such LIBOR Interest
Determination Date.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified
above, the display on the Reuter Monitor Money Rates Service (or any successor
service) for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency, or (b) if "LIBOR Telerate" is specified above
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the method
for calculating LIBOR, the display on the Dow Jones Telerate Service (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.
"Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified in the applicable Pricing Supplement, the Index Currency
shall be U.S. dollars.
"Principal Financial Center" means the capital city of the country
issuing the currency or composite currency in which any payment in respect of
this permanent global Security is to be made or, solely with respect to the
calculation of LIBOR, the specified Index Currency, except that with respect to
U.S. dollars, Deutsche marks, Italian lira, Swiss francs, Dutch guilders and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Milan, Zurich, Amsterdam and Luxembourg, respectively.
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis of this
permanent global Security is the Treasury Rate, the interest rate with respect
to any Interest Reset Date shall equal the rate for the auction on the relevant
Treasury Interest Determination Date of direct obligations of the United States
("Treasury Bills") having the Index Maturity shown above as published in
H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Auction
Average (Investment)" or, if not so published by 9:00 A.M., New York City time,
on the relevant Calculation Date, 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) for such auction 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 shown above are not published or
reported as provided above by 3:00 P.M., New York City time, on such Calculation
Date, or if no such auction is held during such week, then the Treasury Rate
shall be the rate set forth in H.15(519) for the relevant Treasury Interest
Determination Date for the Index Maturity shown above under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market". In the event such rate
is not so published by 3:00 P.M., New York City time, on the relevant
Calculation Date, the Treasury Rate with respect to such Interest Reset Date
shall be calculated by the Calculation Agent and 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 Interest Determination Date, of three primary United States
government securities dealers in The City of New York selected by the
Calculation Agent for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity shown above; PROVIDED, HOWEVER, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Treasury Rate will be the Treasury Rate in
effect hereon on such Treasury Interest Determination Date.
DETERMINATION OF CD RATE. If the Interest Rate Basis of this
permanent global Security is the CD Rate, the interest rate with respect to any
Interest Reset Date shall equal the rate for the relevant CD Rate Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity shown above as published in H.15(519) under the heading "CDs (Secondary
Market)". In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the relevant Calculation Date, then the CD Rate with respect
to such Interest Reset Date shall be the rate on such CD Rate Interest
Determination Date for negotiable certificates of deposit having the specified
Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit". If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not published in either H.15(519) or Composite
Quotations, the CD Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall 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 of negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money market banks with a remaining maturity closest to the Index Maturity shown
above in a denomination of U.S. $5,000,000; PROVIDED, HOWEVER, that if fewer
than three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the CD Rate with respect to such Interest Reset Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.
DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis of
this permanent global Security is the Federal Funds Rate, the interest rate with
respect to any Interest Reset Date shall equal the rate on the relevant Federal
Funds Rate Interest Determination Date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)". In the event that such
rate is not published prior to 9:00 A.M., New York City time, on the relevant
Calculation Date, then the Federal Funds Rate with respect to such Interest
Reset Date will be the rate on such Federal Funds Rate Interest Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate". If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not published in either H.15(519) or Composite Quotations, the
Federal Funds Rate with respect to such Interest Reset Date shall be calculated
by the Calculation Agent and shall be the arithmetic mean of the rates, as of
9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date, for the last transaction in overnight Federal Funds arranged by 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 brokers
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the Federal Funds Rate with respect to such Interest Reset Date will
be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
DETERMINATION OF CMT RATE. If the Interest Rate Basis of this Security
is the CMT Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate
-17-
displayed on the Designated CMT Telerate Page (as defined below) 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 (as defined below) for (i) if the Designated CMT Telerate Page is
7055, the rate on the related CMT Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the week or the month, as specified above,
ended immediately preceding the week or month (as applicable) in which the
related CMT Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or is not displayed prior to 3:00 p.m., New York
City time, on the relevant Calculation Date, then the CMT Rate with respect to
such CMT 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, is not published by
3:00 p.m., New York City time, on such Calculation Date, then the CMT Rate for
such CMT 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 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 the related Calculation Date, then the CMT Rate for the CMT
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 "Reference Dealer") in The City of New York selected by the Calculation
Agent (from five such Reference 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 noncallable fixed rate obligations
of the United States ("Treasury notes") 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 notes quotations, the CMT
Rate for such CMT Interest Determination Date will be
-18-
calculated by the Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of approximately
3:30 p.m., New York City time, on the CMT Interest Determination Date of three
Reference Dealers in The City of New York (from five such Reference 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 Treasury notes with an 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 Reference 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 the lowest of such quotes will be eliminated; PROVIDED,
HOWEVER, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such CMT Interest Determination Date. If two Treasury notes with an
original maturity as described in the second preceding sentence have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the Treasury 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 specified above (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 Maturities as reported in H.15(519). If no such page is specified
above, 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 above with respect to which the CMT Rate will be calculated. If no
such maturity is specified above, the Designated CMT Maturity Index shall be two
years.
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, shown above. The Calculation Agent shall calculate the
interest rate on this permanent global Security in accordance with the foregoing
on each Interest Determination Date or Calculation
-19-
Date as applicable. The Calculation Agent's determination of any interest rate
will be final and binding in the absence of manifest error. The interest rate
on this permanent global Security will in no event be higher than the maximum
rate permitted by New York, as the same may be modified by United States law of
general application.
The Calculation Agent will upon the request of the Holder of this
permanent global Security provide to such Holder the interest rate hereon then
in effect and, if determined, the interest rate which will become effective on
the next Interest Reset Date.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(including this permanent global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth 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 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 66 2/3% in principal amount of the 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 Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent of waiver 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 or Securities 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
permanent global 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 premium, if any)
-20-
and interest on this permanent global Security at the times, places and rate,
and in the coin or currency, herein prescribed.
This permanent global Security may not be transferred except as a
whole by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a nominee of such successor.
The Securities of this Series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denominations indicated on the face hereof, unless otherwise
specified above.
No service charge shall be made for any such registration of transfer
or exchange of Securities as provided above, 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 of this Series 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 permanent global Security
is registered as the owner hereof for all purposes, whether or not this
permanent global Security is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
-21-
All terms used in this permanent global Security which are defined in
the Indenture and not herein otherwise defined shall have the meanings assigned
to them in the Indenture.
-22-
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)
Uniform Gifts to Minors Act
____________________________
(State)
Additional abbreviations may also be used
though not in the above list.
-23-
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR
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:____________ __________________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
-24-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please Print or Typewrite Name and Address of the Undersigned)
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.
Dated:_____________________ _____________________________
_____________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
-25-
[Form of Fixed Rate
Permanent Global
Security]
THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
CUSIP NO.
No. FXR- $_____________
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, SERIES C
(Global Fixed Rate)
SPECIFIED CURRENCY: EXCHANGE RATE
AGENT:
ORIGINAL
ISSUE DATE: INTEREST RATE: MATURITY DATE:
REDEMPTION REDEMPTION
COMMENCEMENT DATE: PERIODS AND
PRICES:
REPAYMENT DATE: REPAYMENT
PERIODS AND
PRICES:
AUTHORIZED DENOMINATIONS:
(Only applicable if Specified
Currency is other than U.S. dollars)
OTHER/ADDITIONAL TERMS:
DEFAULT RATE:
(Only applic-
able if
Security issued
-1-
at original
issue discount)
OID DEFAULT
AMOUNT: (Only
applicable if
Security issued
at original
issue discount)
THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (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 for the Depositary, or registered assigns, the principal sum of
(any such currency or
composite currency being hereinafter referred to as a "Specified Currency") on
the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption or Repayment Date specified above, and to pay interest
thereon from the Original Issue Date shown above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 of each year and on the Maturity Date,
commencing on the first such Interest Payment Date next succeeding the Original
Issue Date, PROVIDED that if the Original Issue Date is after a Regular Record
Date and before the Interest Payment Date immediately following such Regular
Record Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date, at the rate per annum set forth above, until
the principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
permanent global 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 May 1 or November 1 (whether or not a Business Day (as defined
below)), as the case may be, next preceding the May 15 and November 15 Interest
Payment Dates; PROVIDED, HOWEVER, that interest payable at maturity or upon
earlier redemption or repayment will be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this
-2-
permanent global 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, notice of which shall be given to
the Holder of this permanent global Security 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
Securities of the series evidenced by this permanent global Security may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. As used herein, the term "Depositary" shall
mean the Depositary designated as such by the Company under the Indenture
described herein.
Payment of principal of (and premium, if any) and interest on this
permanent global Security will be made in the Specified Currency shown above,
except as provided below. The Holder of a permanent global Security denominated
in a Specified Currency other than U.S. dollars may elect to receive all such
payments in U.S. dollars by delivery of a written request to the Paying Agent,
on or prior to the applicable Record Date or the date fifteen calendar days
prior to maturity or earlier redemption or repayment, as the case may be. Such
written request may be in writing (mailed or hand delivered) or by cable, telex
or other form of facsimile transmission. Such election shall remain in effect
unless such request is revoked on or prior to the applicable Record Date or the
date fifteen days prior to maturity, redemption or repayment, as the case may
be.
If the Holder has elected to receive payments in U.S. dollars, payment
in respect of such Security will be based upon the exchange rate as determined
by the Exchange Rate Agent based on the highest firm bid quotation for U.S.
dollars received by such Exchange Rate Agent as of 11:00 A.M., New York City
time, on the second Business Day next preceding the applicable payment date from
three recognized foreign exchange dealers, for settlement on such payment date
of the aggregate amount of the Specified Currency payable to all Holders of
permanent global Securities electing to receive U.S. dollar payments and at
which the applicable dealer commits to execute a contract. All currency
exchange costs will be borne by the Holders of such permanent global Securities
by deductions from such payments. If three such bid quotations are not
available on the second Business Day preceding the payment of principal (and
premium, if any) or interest with respect to any permanent global Security, such
payment will be made in the Specified Currency. The term "Business Day", as
used herein means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day
-3-
on which banking institutions are authorized or required by law, regulation or
executive order to close in The City of New York; PROVIDED, HOWEVER, that, if
the payment of this permanent global Security is to be made in a currency or
composite currency other than U.S. dollars, such day is also not a day on which
banking institutions are authorized or required by law, regulation or executive
order to close in the Principal Financial Center (as defined below) of the
country issuing such currency or composite currency (or, in the case of European
Currency Units ("ECUs"), is not a day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris). The term "Principal
Financial Center" as used herein means the capital city of the country issuing
the currency or composite currency in which payment inspect of this permanent
global Security is to be made, except that with respect to U.S. dollars,
Deutsche marks, Italian lire, Swiss francs, Dutch guilders and ECUs, the
Principal Financial Center shall be The City of New York, Frankfurt, Milan,
Zurich, Amsterdam and Luxembourg, respectively.
Payment of principal of (and premium, if any) and interest due on this
permanent global Security will be made to the Depositary or its nominee, as the
case may be, as the sole registered owner and the sole Holder of this permanent
global Security for all purposes under the Indenture.
Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any permanent global Security made in a
Specified Currency other than U.S. dollars will be made by wire transfer in
immediately available funds to an account with a bank located in the country
issuing the Specified Currency (or, with respect to Securities denominated in
ECUs, an ECU account) or other jurisdiction acceptable to the Company and the
Paying Agent as shall have been designated at least 5 days prior to the Interest
Payment Date or stated maturity, redemption or repayment date, as the case may
be, by the registered Holder of this permanent global Security on the relevant
Regular Record Date or maturity, redemption or repayment date, provided that, in
the case of payment of principal of (and premium, if any) and any interest due
at maturity or upon earlier redemption or repayment, this permanent global
Security is presented to the Paying Agent in time for the Paying Agent to make
such payments in such funds in accordance with its normal procedures. Such
designation shall be made by filing the appropriate information with the Paying
Agent, and, unless revoked, any such designation made with respect to any
permanent global Security by a registered Holder will remain in effect with
respect to any further payments with respect to this permanent global Security
payable to such Holder. If a payment with respect to this permanent global
Security cannot
-4-
be made by wire transfer because the required designation has not been received
by the Paying Agent on or before the requisite date or for any other reason, a
notice will be mailed to the Holder at its registered address requesting a
designation pursuant to which such wire transfer can be made and, upon the
Paying Agent's receipt of such a designation, such payment will be made within 5
days of such receipt. The Company will pay any administrative costs imposed by
banks in connection with making payments by wire transfer, but any tax,
assessment or governmental charge imposed upon payment will be borne by the
Holder hereof in respect of which payments are made.
If payment on this Security is required to be made in ECUs and on a
payment date with respect to this Security, ECU's are used neither as the unit
of account of the European Community (the "EC") or as the currency of the
European Union, then all payments due on such payment date shall be made in U.S.
dollars. The amount so payable on any payment date in ECUs shall be converted
into U.S. dollars at a rate determined by the Exchange Rate Agent as of the
second Business Day prior to the date on which such payment is due on the
following basis: the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts that were components of the ECUs as
of the last date on which ECUs were used as the unit of account of the EC. The
equivalent of ECUs in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate (as defined below), for the Components or
as otherwise indicated above. The "Exchange Rate" means the noon buying rate in
The City of New York for cable transfers for the relevant Specified Currency.
If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate. Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.
This permanent global Security is exchangeable or transferable in
whole or from time to time in part for Securities of this series in definitive
registered form only as provided in this paragraph. If (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this permanent global Security or if at any
-5-
time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company in its sole
discretion determines that this permanent global Security shall be so
exchangeable or transferable for Securities of this series in definitive
registered form and executes and delivers to the Security Registrar a Company
Order providing that this permanent global Security shall be so exchangeable or
transferable, or (iii) an event shall have happened and be continuing which,
after notice or lapse of time, or both, would become an Event of Default with
respect to the Securities of the series of which this permanent global Security
is a part, this permanent global Security shall be exchangeable for Securities
of this series in definitive registered form, PROVIDED that the definitive
Securities so issued in exchange for this permanent global Security shall be in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof
or, if this permanent global Security is denominated in a Specified Currency, in
the denominations indicated on the face hereof, and be of like aggregate
principal amount and tenor as the portion of this permanent global Security to
be exchanged. Except as provided above, owners of beneficial interests in this
permanent global Security will not be entitled to receive physical delivery of
Securities in definitive registered form and will not be considered the Holders
thereof for any purpose under the Indenture.
Upon exchange of any portion of this permanent global Security for one
or more Securities of this series in definitive registered form, the Trustee or
the Security Registrar, as the case may be, shall cancel this permanent global
Security and issue a new permanent global Security or Securities of this Series
and of like tenor for the remaining principal amount. Except as otherwise
provided herein or in the Indenture, until exchanged in full for one or more
Securities of this series in definitive registered form, this permanent global
Security shall in all respects be subject to and entitled to the same benefits
and conditions under the Indenture as a duly authenticated and delivered
Security of this series in definitive registered form.
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 or by its Authenticating Agent by manual signature, this permanent
global Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
-6-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: THE ST. PAUL COMPANIES, INC.
By______________________________
Attest:
__________________________
Corporate Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
By__________________________
Authorized Officer
-7-
[Form of Reverse]
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, Series C
(Global Fixed Rate)
This Security is a permanent global Security evidencing a portion of a
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of March 31, 1990 (herein called the "Indenture"), between the Company
and The Chase Manhattan Bank, 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
permanent global Security represents a portion of the Securities of the series
designated on the face hereof. The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $275,000,000 or its
equivalent in other currencies or composite currencies, may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be denominated
in different currencies.
Interest payments for this permanent global Security will include
interest accrued to but excluding the Interest Payment Dates or date of
maturity, redemption or repayment, as the case may be. Interest payments for
this permanent global Security shall be computed and paid on the basis of a
360-day year of twelve 30-day months.
If any Interest Payment Date or the Maturity Date (or date of
redemption or repayment) of this permanent global Security falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest will be made on the next succeeding Business Day as if made on
the date such payment was due, and no interest will accrue on such payment for
the period from and after such Interest Payment Date or the Maturity Date (or
date of redemption or repayment), as the case may be, to the date of such
payment on the next succeeding Business Day.
This permanent global Security is not subject to redemption prior to
the Maturity Date shown above unless a
-8-
Redemption Commencement Date and Redemption Periods and Redemption Prices are
specified above. If so specified, this permanent global Security is subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, as a
whole or in part, at the election of the Company, during the Redemption Periods
and at the Redemption Prices specified on the face hereof, plus interest accrued
to the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holder of this permanent
global Security, or one or more Predecessor Securities, of record at the close
of business on the relevant Regular Record Dates referred to above, all as
provided in the Indenture.
In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series and of like
tenor and for a principal amount equal to the unredeemed portion will be
delivered to the Depositary upon the cancellation hereof.
This permanent global Security is not subject to repayment prior to
the Maturity Date shown above unless a Repayment Date, Repayment Periods and
Repayment Prices are specified above. If so specified, this permanent global
Security is subject to repayment at the option of the Holder hereof upon the
terms set forth above.
In the event of repayment of this permanent global Security in part
only, a new Security or Securities of this series and of like tenor and for a
principal amount equal to the unpaid portion will be issued to the registered
Holder upon the cancellation hereof.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(including this permanent global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth 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 Securities of each series to be
affected under the Indenture at any time by the Company and
-9-
the Trustee with the consent of the Holders of 66 2/3% in principal amount of
the 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 Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent of
waiver 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 or
Securities 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
permanent global 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 premium, if any) and interest on this permanent global
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
This permanent global Security may not be transferred except as a
whole by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a nominee of such successor.
If this Security is issued with an original issue discount, (i) if an
Event of Default with respect to the Securities shall have occurred and be
continuing, the amount of principal of this Security which may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture, shall be determined in the manner set forth under
"OID Default Amount" on the face hereof, and (ii) in the case of a default of
payment in principal upon acceleration, redemption or at maturity hereof, in
lieu of any interest otherwise payable, the overdue principal of this Security
shall bear interest at a rate of interest per annum equal to the Default Rate
stated on the face hereof (to the extent that the payment of such interest shall
be legally enforceable), which shall accrue from the date of such acceleration,
redemption or maturity, as the case may be, to the date payment has been made or
duly provided for or such default has been waived in accordance with the terms
of the Indenture.
-10-
The Securities of this Series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denominations indicated on the face hereof, unless otherwise
specified above.
No service charge shall be made for any registration of transfer or
exchange of Securities as provided above, 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 of this series 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 permanent global Security
is registered as the owner hereof for all purposes, whether or not this
permanent global Security is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
All terms used in this permanent global Security which are defined in
the Indenture and not herein otherwise defined shall have the meanings assigned
to them in the Indenture.
-11-
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)
Uniform Gifts to Minors Act
____________________________
(State)
Additional abbreviations may also be used
though not in the above list.
-12-
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR
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:____________ __________________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
-13-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please Print or Typewrite Name and Address of the Undersigned)
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.
Dated:_____________________ _____________________________
_____________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
-14-
[Form of Floating Rate
Permanent Global Security
- No OID]
THIS SECURITY IS A SECURITY IN PERMANENT GLOBAL FORM AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.
CUSIP NO.
NO. FLR- $_____________
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, SERIES C
(Global Floating Rate)
SPECIFIED CURRENCY: EXCHANGE RATE
AGENT:
ORIGINAL INITIAL MATURITY
ISSUE DATE: INTEREST RATE: DATE:
AUTHORIZED DENOMINATIONS:
(only applicable if Specified
Currency is other than U.S. dollars)
INDEX MATURITY: SPREAD (plus
or minus):
INDEX CURRENCY (if other than
U.S. dollars):
INTEREST RATE SPREAD
BASIS: MULTIPLIER:
INTEREST RESET MAXIMUM
-1-
PERIOD: INTEREST RATE:
INTEREST PAYMENT MINIMUM
DATES: INTEREST RATE:
REGULAR RECORD
DATES:
INTEREST CALCULATION
RESET DATES: DATES:
INTEREST CALCULATION
DETERMINATION DATES: AGENT (if other
than The Chase
Manhattan Bank):
REDEMPTION REDEMPTION
COMMENCEMENT DATE: PERIODS AND
PRICES:
REPAYMENT DATE: REPAYMENT
PERIODS AND
PRICES:
OTHER/ADDITIONAL TERMS:
THE ST. PAUL COMPANIES, INC., a corporation duly organized and
existing under the laws of the State of Minnesota (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 for the Depositary, or registered assigns, the principal sum of
(any such currency or
composite currency being hereinafter
-2-
referred to as a "Specified Currency") on the Maturity Date shown above or,
together with any premium thereon, upon any applicable Redemption or Repayment
Date specified above, and to pay Interest thereon from the Original Issue Date
shown above or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, on the Interest Payment Dates set forth above
and on the Maturity Date, commencing on the first such Interest Payment Date
next succeeding the Original Issue Date, PROVIDED that if the Original Issue
Date is after a Regular Record Date and before the Interest Payment Date
immediately following such Regular Record Date, interest payments will commence
on the second Interest Payment Date following the Original Issue Date, at the
rate per annum determined in accordance with the provisions hereinafter set
forth, depending on the Interest Rate Basis specified above, until the principal
hereof is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this permanent
global 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 fifteenth calendar day (whether or not a Business Day (as defined below)),
next preceding each Interest Payment Date; PROVIDED, HOWEVER, that interest
payable at maturity or upon earlier redemption or repayment will be payable to
the Person to whom principal shall be payable. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this permanent global 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, notice of which shall be
given to the Holder of this permanent global Security 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 this permanent global Security may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in said Indenture. As
used herein, the term "Depositary" shall mean the Depositary designated as such
by the Company under the Indenture described herein.
Payment of principal of (and premium, if any) and interest on this
permanent global Security will be made in the Specified Currency shown above,
except as provided below. The Holder of a permanent global Security denominated
in a Specified Currency other than U.S. dollars
-3-
may elect to receive all such payments in U.S. dollars by delivery of a written
request to the Paying Agent, on or prior to the applicable Record Date or the
date fifteen calendar days prior to maturity or earlier redemption or repayment,
as the case may be. Such written request may be in writing (mailed or hand
delivered) or by cable, telex or other form of facsimile transmission. Such
election shall remain in effect unless such request is revoked on or prior to
the applicable Record Date or the date fifteen days prior to maturity or earlier
redemption or repayment, as the case may be.
If the Holder has elected to receive payments in U.S. dollars, payment
in respect of this permanent global Security will be based upon the exchange
rate as determined by the Exchange Rate Agent based on the highest firm bid
quotation for U.S. dollars received by such Exchange Rate Agent as of 11:00
A.M., New York City time, on the second Business Day next preceding the
applicable payment date from three recognized foreign exchange dealers, for
settlement on such payment date of the aggregate amount of the Specified
Currency payable to all Holders of permanent global Securities electing to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holders of
such permanent global Securities by deductions from such payments. If three
such bid quotations are not available on the second Business Day preceding the
payment of principal (and premium, if any) or interest with respect to any
permanent global Security, such payment will be made in the Specified Currency.
Payment of principal of (and premium, if any) and interest due on this
permanent global Security will be made to the Depositary or its nominee, as the
case may be, as the sole registered owner and the sole Holder of this permanent
global Security for all purposes under the Indenture.
Unless otherwise specified above, payments of interest and principal
(and premium, if any) with respect to any permanent global Security made in a
Specified Currency other than U.S. dollars will be made by wire transfer in
immediately available funds to an account with a bank located in the country
issuing the Specified Currency (or, with respect to permanent global Securities
denominated in European Currency Units ("ECUs"), an ECU account) or other
jurisdiction acceptable to the Company and the Paying Agent as shall have been
designated at least 5 days prior to the Interest Payment Date or stated
maturity, redemption or repayment date, as the case may be, by the registered
Holder of this permanent global Security on the relevant Regular
-4-
Record Date or maturity, redemption or repayment date, provided that, in the
case of payment of principal of (and premium, if any) and any interest due at
maturity or upon earlier redemption or repayment, this permanent global Security
is presented to the Paying Agent in time for the Paying Agent to make such
payments in such funds in accordance with its normal procedures. Such
designation shall be made by filing the appropriate information with the Paying
Agent, and, unless revoked, any such designation made with respect to any
Security by a registered Holder will remain in effect with respect to any
further payments with respect to this Security payable to such Holder. If a
payment with respect to this Security cannot be made by wire transfer because
the required designation has not been received by the Paying Agent on or before
the requisite date or for any other reason, a notice will be mailed to the
Holder at its registered address requesting a designation pursuant to which such
wire transfer can be made and, upon the Paying Agent's receipt of such a
designation, such payment will be made within 5 days of such receipt. The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer, but any tax, assessment or governmental charge
imposed upon payment will be borne by the Holder hereof in respect of which
payments are made.
If payment on this permanent global Security is required to be made in
ECUs and on a payment date with respect to this Security, ECU's are used neither
as the unit of account of the European Community (the "EC") or as the currency
of the European Union, then all payments due on such payment date shall be made
in U.S. dollars. The amount so payable on any payment date in ECUs shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis: the component currencies of the ECUs for this purpose (the
"Components") shall be the currency amounts that were components of the ECUs as
of the last date on which ECUs were used as the unit of account of the EC. The
equivalent of ECUs in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate (as defined below), for the Components or
as otherwise indicated above. The "Exchange Rate" means the noon buying rate in
The City of New York for cable transfers for the relevant Specified Currency.
-5-
Changes as to the nature or composition of the ECU may be made by the
EC in conformity with the treaty establishing the EC, as amended by the treaty
on the European Union, and EC law, in which event the composition of the ECU
will change accordingly and references to ECU in this permanent global Security
shall thereafter be construed as references to the ECU as so changed.
If the Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the Company's control, then the
Company will be entitled to satisfy its obligations to Holders by making
payments in U.S. dollars on the basis of the most recently available Exchange
Rate. Any payment made under such circumstances in U.S. dollars where the
required payment is other than U.S. dollars will not constitute an Event of
Default under the Indenture.
This permanent global Security is exchangeable or transferable in
whole or from time to time in part for Securities of this series in definitive
registered form only as provided in this paragraph. If (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for this permanent global Security or if at any time the Depositary ceases to be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, (ii) the Company in its sole
discretion determines that this permanent global Security shall be so
exchangeable or transferable for Securities of this series in definitive
registered form and executes and delivers to the Security Registrar a Company
Order providing that this permanent global Security shall be so exchangeable or
transferable, or (iii) an event shall have happened and be continuing which,
after notice or lapse of time, or both, would become an Event of Default with
respect to the Securities of the series of which this permanent global Security
is a part, this permanent global Security shall be exchangeable for Securities
of this series in definitive registered form, PROVIDED that the definitive
Securities so issued in exchange for this permanent global Security shall be in
denominations of $100,000 and any integral multiple of $1,000 in excess thereof
or, if this Security is denominated in a Specified Currency, in the
denominations indicated on the face hereof, and be of like aggregate principal
amount and tenor as the portion of this permanent global Security to be
exchanged. Except as provided above, owners of beneficial interests in this
permanent global Security will not be entitled to receive physical delivery of
Securities in definitive registered form and will not be considered the Holders
thereof for any purpose under the Indenture.
-6-
Upon exchange of any portion of this permanent global Security for one
or more Securities of this series in definitive registered form, the Trustee or
the Security Registrar, as the case may be, shall cancel this permanent global
Security and issue a new permanent global Security or Securities of this Series
and of like tenor for the remaining principal amount. Except as otherwise
provided herein or in the Indenture, until exchanged in full for one or more
Securities of this series in definitive registered form, this permanent global
Security shall in all respects be subject to and entitled to the same benefits
and conditions under the Indenture as a duly authenticated and delivered
Security of this series in definitive registered form.
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 or by its Authenticating Agent by manual signature, this permanent
global Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
-7-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: THE ST. PAUL COMPANIES, INC.
By__________________________
Attest:
__________________________
Corporate Secretary
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
By__________________________
Authorized Officer
-8-
[Form of Reverse]
THE ST. PAUL COMPANIES, INC.
MEDIUM-TERM NOTE, Series C
(Global Floating Rate)
This Security is a permanent global Security evidencing a portion of a
duly authorized issue of securities of the Company (herein called the
"Securities"), issued and to be issued in one or more series under an Indenture,
dated as of March 31, 1990 (herein called the "Indenture"), between the Company
and The Chase Manhattan Bank, 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
permanent global Security represents a portion of the Securities of the series
designated on the face hereof. The Securities of this series may be issued from
time to time in an aggregate principal amount of up to $275,000,000 or its
equivalent in other currencies or composite currencies, may mature at different
times, bear interest, if any, at different rates, be redeemable at different
times or not at all, be issued at an original issue discount, and be denominated
in different currencies.
If the Maturity Date (or date of redemption or repayment) of this
permanent Global Security falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and interest will be made on the
next succeeding Business Day as if made on the date such payment was due, and no
interest will accrue on such payment for the period from and after the Maturity
Date (or date of redemption or repayment) to the date of such payment on the
next succeeding Business Day.
This permanent global Security is not subject to redemption prior to
the Maturity Date shown above unless a Redemption Commencement Date and
Redemption Periods and Redemption Prices are specified above. If so specified,
this permanent global Security is subject to redemption upon not less than 30
nor more than 60 days' notice by mail, as a whole or in part, at the election of
the Company, during the Redemption Periods and at the Redemption Prices
specified on the face hereof, plus interest accrued to the Redemption Date, but
interest installments whose Stated Maturity is on
-9-
or prior to such Redemption Date will be payable to the Holder of this permanent
global Security, or one or more Predecessor permanent global Securities, of
record at the close of business on the relevant Record Dates referred to above,
all as provided in the Indenture.
In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series and of like
tenor will be delivered to the Depositary upon the cancellation hereof.
This permanent global Security is not subject to repayment prior to
the Maturity Date shown above unless a Repayment Date, Repayment Periods and
Repayment Prices are specified above. If so specified, this Security is subject
to repayment at the option of the Holder hereof upon the terms set forth above.
In the event of repayment of this permanent global Security in part
only, a new Security or Securities of this series and of like tenor and for a
principal amount equal to the unpaid portion will be issued to the registered
Holder upon the cancellation hereof.
The interest rate payable on this permanent global Security will be
calculated by reference to the Interest Rate Basis specified above (a) plus or
minus the Spread specified above, if any, or (b) multiplied by the Spread
Multiplier specified above, if any. The Interest Rate Basis may be: (a) the
Commercial Paper Rate, (b) the Prime Rate, (c) LIBOR (this permanent global
Security being a "LIBOR Security"), (d) the Treasury Rate, (e) the CD Rate, (f)
the Federal Funds Rate, (g) the CMT Rate or such other interest rate formula, as
specified above. The "Index Maturity" is the period to maturity of the
instrument or obligation from which the Interest Rate Basis is calculated, as
specified above.
All percentages resulting from any calculation on this permanent
global Security will be rounded to the nearest one hundred-thousandth of a
percentage point, with five-one millionths of a percentage point rounded upwards
(E.G., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and
all amounts used in or resulting from such calculation on this Security will be
rounded, in the case of U.S. dollars, to the nearest cent or, in the case of a
foreign currency or composite currency, to the nearest unit (with one-half cent
or unit being rounded upwards).
Unless otherwise specified above, the "Regular Record Date" with
respect to this permanent global Security
-10-
shall be the date 15 calendar days prior to each Interest Payment Date, whether
or not such date shall be a Business Day, and interest will be payable, in the
case of permanent global Securities which reset daily, weekly or monthly, on the
third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year (as specified above); which reset quarterly,
on the third Wednesday of March, June, September and December of each year;
which reset semi-annually, on the third Wednesday of the two months of each year
specified above; and which reset annually, on the third Wednesday of the month
specified above (each an "Interest Payment Date"); and in each case, at maturity
or upon earlier redemption or repayment.
Payments of interest with respect to any Interest Payment Date will
include interest accrued to but excluding such Interest Payment Date or date of
maturity, redemption or repayment, as the case may be. Accrued interest from
the Original Issue Date or from the last date to which interest has been paid is
calculated by multiplying the face amount of this permanent global Security by
an accrued interest factor, computed by adding the interest factor calculated
for each day from such starting date to but excluding the date for which accrued
interest is being calculated. The interest factor (expressed as a decimal) for
each such day is computed by dividing the interest rate (expressed as a decimal)
applicable to such day by 360 or, in the case of a Treasury Rate Security, by
the actual number of days in the year.
The rate of interest on this permanent global Security will be reset
daily, weekly, monthly, quarterly, semiannually or annually or otherwise (each
an "Interest Reset Date"), as specified above. Unless otherwise specified
above, the Interest Reset Date will be, if this permanent global Security resets
daily, each Business Day, if this permanent global Security (other than a
Treasury Rate Security) resets weekly, the Wednesday of each week, or if this
permanent global Security is a Treasury Rate Security, the Tuesday of each week
(except as provided below); if this permanent global Security resets monthly,
the third Wednesday of each month; if this permanent global Security resets
quarterly, the third Wednesday of March, June, September and December; if this
permanent global Security resets semi-annually, the third Wednesday of two
months of each year, as specified above; and if this permanent global Security
resets annually, the third Wednesday of one month of each year, as specified
above; PROVIDED, however, that the interest rate in effect from the date of
issue to the first Interest Reset Date will be the Initial Interest Rate
specified above. If any Interest
-11-
Reset Date would otherwise be a day that is not a Market Day (as defined below),
the Interest Reset Date shall be postponed to the next day that is a Market Day,
except that if this Security is a LIBOR Security and such Market Day is in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Market Day.
As used herein, the term "Market Day" means (a) with respect to any
Note (other than any LIBOR Note), any Business Day, and (b) with respect to any
LIBOR Note, any such Business Day which is also a London Business Day. The term
"London Business Day" means (i) if the Specified Currency is other than ECU, any
day on which dealings in such Specified Currency are transacted in the London
Interbank Market or (ii) if the Specified Currency is ECU, any day that does not
appear as an ECU non-settlement day on the display designated as "ISDE" on the
Reuter Monitor Money Rates Service (or a day so designated by the ECU Banking
Association) or, if ECU non-settlement days do not appear on that page (and are
not so designated), is not a day on which payments in ECU cannot be settled in
the international interbank market. The term "Business Day" means each Monday,
Tuesday, Wednesday, Thursday and Friday which is (i) not a day on which banking
institutions in The City of New York generally are authorized or obligated by
law, regulation or executive order to close, and (ii) if the Note is denominated
in a Specified Currency (as defined below) other than U.S. dollars, not a day on
which banking institutions are authorized or obligated by law, regulation or
executive order to close in the financial center of the country issuing the
Specified Currency (which in the case of ECUs shall be Luxembourg, in which case
"Business Day" shall not include any day that is a non-ECU clearing day as
determined by the ECU Banking Association in Paris).
The Interest Determination Date pertaining to an Interest Reset Date
for a Commercial Paper Rate Security (the "Commercial Paper Interest
Determination Date"), for a Prime Rate Security (the "Prime Rate Interest
Determination Date"), for a CD Rate Security (the "CD Rate Interest
Determination Date"), for a Federal Funds Rate Security (the "Federal Funds
Interest Determination Date") and for a CMT Rate Note (the "CMT Rate Interest
Determination Date") will be the second Market Day preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date for a
LIBOR Security (the "LIBOR Interest Determination Date") will be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Index Currency is British pounds sterling, in which case the Interest
Determination Date will be the applicable Interest Reset Date. The Interest
Determination
-12-
Date pertaining to an Interest Reset Date for a Treasury Rate Security (the
"Treasury Interest Determination Date") will be the day of the week in which
such Interest Reset Date falls on which Treasury bills would normally be
auctioned. Treasury bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is usually held on
the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction date shall fall on any Interest Reset Date for a Treasury Rate
Security, then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date. Unless otherwise specified above, 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 immediately preceding the applicable Interest Payment Date or
the Maturity Date, as the case may be.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis of
this permanent global Security is the Commercial Paper Rate, the interest rate
with respect to any Interest Reset Date shall equal the Money Market Yield
(calculated as described below) of the per annum rate (quoted on a bank discount
basis) as of the relevant Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity shown above, as published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)") under the heading
"Commercial Paper". In the event that such rate is not published prior to 9:00
A.M., New York City time, on the relevant Calculation Date, then the Commercial
Paper Rate with respect to such Interest Reset Date shall be the Money Market
Yield of such rate on such Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity specified above 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" or any successor
publication published by the Federal Reserve Bank of New York ("Composite
Quotations") under the heading "Commercial Paper". If by 3:00 P.M., New York
City time, on such Calculation Date, such rate is not published in either
H.15(519) or Composite Quotations, the Commercial Paper Rate with respect to
such Interest Reset Date shall be calculated by the Calculation
-13-
Agent and shall be the Money Market Yield of the arithmetic mean of the offered
per annum rates (quoted on a bank discount basis) as of 11:00 A.M., New York
City time, on such Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the Index Maturity shown above placed
for an industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency; PROVIDED, HOWEVER, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are quoting as mentioned
above, the Commercial Paper Rate with respect to such Interest Reset Date will
be the Commercial Paper Rate in effect hereon on such Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 X D
-------------
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 period for which accrued interest is being calculated.
DETERMINATION OF PRIME RATE. If the Interest Rate Basis of this
permanent global Security is the Prime Rate, the interest rate with respect to
any Interest Reset Date shall equal the rate set forth for the relevant Prime
Rate Interest Determination Date in H.15(519) under the heading "Bank Prime
Loan". In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the relevant Calculation Date, then the Prime Rate with
respect to such Interest Reset Date shall be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the display designated
as page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other
page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending rate
as in effect for such Prime Rate Interest Determination Date as quoted on the
Reuters Screen USPRIME1 Page on such Prime Rate Interest Determination Date. If
fewer than four such rates appear on the Reuters Screen USPRIME1 Page on such
Prime Rate Interest Determination Date, the Prime Rate with respect to such
Interest Reset Date will be the arithmetic mean of the prime rates or base
lending rates (quoted on the basis of the actual number of days in the year
divided by a 360-day year)
-14-
as of the close of business on such Prime Rate Interest Determination Date by
three major bank in The City of New York selected by the Calculation Agent;
PROVIDED, HOWEVER, that if fewer than three banks selected as aforesaid by the
Calculation Agent are quoting as mentioned above, the Prime Rate with respect to
such Interest Reset Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date.
DETERMINATION OF LIBOR. If the Interest Rate Basis of this permanent
global Security is LIBOR, the interest rate with respect to any Interest Reset
Date shall be determined in accordance with the following provisions:
(i) On the relevant LIBOR Interest Determination Date, LIBOR will be
either (a) if "LIBOR Reuters" is specified above, the arithmetic mean of
the offered rates (unless the Designated LIBOR Page (as defined below) by
its terms provides only for a single rate, in which case such single rate
shall be used) for deposits in the Index Currency having the Index Maturity
specified above, commencing on the applicable Interest Reset Date, that
appear (or, if only a single rate is required as aforesaid, appears) on the
Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, or (b) if "LIBOR Telerate" is specified above or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the
method of calculating LIBOR, the rate for deposits in the Index Currency
having the Index Maturity specified above, commencing on such Interest
Reset Date, that appears on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If fewer than two
such offered rates appear, or if no such rate appears, as applicable, LIBOR
on such LIBOR Interest Determination Date will be determined in accordance
with the provisions described in clause (ii) below.
(ii) If LIBOR with respect to a LIBOR Interest Determination Date is
to be determined pursuant to this clause (ii), 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 Index Currency for the period of the Index Maturity specified above,
commencing on the Interest Reset Determination Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination
-15-
Date and in a principal amount that is representative for a single
transaction in such Index 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 quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of the rates quoted
at approximately 11:00 A.M., or such other time specified above, in the
applicable Principal Financial Center, on such LIBOR Interest Determination
Date by three major banks in such Principal Financial Center selected by
the Calculation Agent for loans in the Index Currency to leading European
banks, having the Index Maturity specified above and in a principal amount
that is representative for a single transaction in such Index 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 in
effect on such LIBOR Interest Determination Date.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified
above, the display on the Reuter Monitor Money Rates Service (or any successor
service) for the purpose of displaying the London interbank rates of major banks
for the applicable Index Currency, or (b) if "LIBOR Telerate" is specified above
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified above as the method
for calculating LIBOR, the display on the Dow Jones Telerate Service (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.
"Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified in the applicable Pricing Supplement, the Index Currency
shall be U.S. dollars.
"Principal Financial Center" means the capital city of the country
issuing the currency or composite currency in which any payment in respect of
this permanent global Security is to be made or, solely with respect to the
calculation of LIBOR, the specified Index Currency, except that with respect to
U.S. dollars, Deutsche marks, Italian lira, Swiss francs, Dutch guilders and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Milan, Zurich, Amsterdam and Luxembourg, respectively.
-16-
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis of this
permanent global Security is the Treasury Rate, the interest rate with respect
to any Interest Reset Date shall equal the rate for the auction on the relevant
Treasury Interest Determination Date of direct obligations of the United States
("Treasury Bills") having the Index Maturity shown above as published in
H.15(519) under the heading "U.S. Government Securities/Treasury Bills/Auction
Average (Investment)" or, if not so published by 9:00 A.M., New York City time,
on the relevant Calculation Date, 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) for such auction 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 shown above are not published or
reported as provided above by 3:00 P.M., New York City time, on such Calculation
Date, or if no such auction is held during such week, then the Treasury Rate
shall be the rate set forth in H.15(519) for the relevant Treasury Interest
Determination Date for the Index Maturity shown above under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market". In the event such rate
is not so published by 3:00 P.M., New York City time, on the relevant
Calculation Date, the Treasury Rate with respect to such Interest Reset Date
shall be calculated by the Calculation Agent and 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 Interest Determination Date, of three primary United States
government securities dealers in The City of New York selected by the
Calculation Agent for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity shown above; PROVIDED, HOWEVER, that if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Treasury Rate will be the Treasury Rate in
effect hereon on such Treasury Interest Determination Date.
DETERMINATION OF CD RATE. If the Interest Rate Basis of this
permanent global Security is the CD Rate, the interest rate with respect to any
Interest Reset Date shall equal the rate for the relevant CD Rate Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity shown above as published in H.15(519) under the heading "CDs (Secondary
Market)". In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the relevant Calculation Date, then the CD Rate with respect
to such Interest Reset Date shall be the rate
-17-
on such CD Rate Interest Determination Date for negotiable certificates of
deposit having the specified Index Maturity as published in Composite Quotations
under the heading "Certificates of Deposit". If by 3:00 P.M., New York City
time, on such Calculation Date such rate is not published in either H.15(519) or
Composite Quotations, the CD Rate with respect to such Interest Reset Date shall
be calculated by the Calculation Agent and shall 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 of negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money market banks with a remaining maturity closest to the Index Maturity shown
above in a denomination of U.S. $5,000,000; PROVIDED, HOWEVER, that if fewer
than three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the CD Rate with respect to such Interest Reset Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.
DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis of
this permanent global Security is the Federal Funds Rate, the interest rate with
respect to any Interest Reset Date shall equal the rate on the relevant Federal
Funds Rate Interest Determination Date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)". In the event that such
rate is not published prior to 9:00 A.M., New York City time, on the relevant
Calculation Date, then the Federal Funds Rate with respect to such Interest
Reset Date will be the rate on such Federal Funds Rate Interest Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate". If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not published in either H.15(519) or Composite Quotations, the
Federal Funds Rate with respect to such Interest Reset Date shall be calculated
by the Calculation Agent and shall be the arithmetic mean of the rates, as of
9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date, for the last transaction in overnight Federal Funds arranged by 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 brokers
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the Federal Funds Rate with respect to such Interest Reset Date will
be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
-18-
DETERMINATION OF CMT RATE. If the Interest Rate Basis of this Security
is the CMT Rate, the interest rate with respect to any Interest Reset Date shall
equal the rate displayed on the Designated CMT Telerate Page (as defined below)
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 (as defined below) for (i) if the Designated CMT
Telerate Page is 7055, the rate on the related CMT Interest Determination Date
and (ii) if the Designated CMT Telerate Page is 7052, the week or the month, as
specified above, ended immediately preceding the week or month (as applicable)
in which the related CMT Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or is not displayed prior to 3:00 p.m.,
New York City time, on the relevant Calculation Date, then the CMT Rate with
respect to such CMT 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, is not published by
3:00 p.m., New York City time, on such Calculation Date, then the CMT Rate for
such CMT 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 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 the related Calculation Date, then the CMT Rate for the CMT
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 "Reference Dealer") in The City of New York selected by the Calculation
Agent (from five such Reference 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 noncallable fixed rate obligations
of the United States ("Treasury notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated
-19-
CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three
such Treasury notes quotations, the CMT Rate for such CMT 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 offer side prices as of
approximately 3:30 p.m., New York City time, on the CMT Interest Determination
Date of three Reference Dealers in The City of New York (from five such
Reference 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 Treasury notes
with an 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 Reference 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 the lowest of such quotes will be
eliminated; PROVIDED, HOWEVER, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the CMT Rate
will be the CMT Rate in effect on such CMT Interest Determination Date. If two
Treasury notes with an original maturity as described in the second preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury 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 specified above (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 Maturities as reported in H.15(519). If no such page is specified
above, 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 above with respect to which the CMT Rate will be calculated. If no
such maturity is specified above, the Designated CMT Maturity Index shall be two
years.
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,
-20-
shown above. The Calculation Agent shall calculate the interest rate on this
permanent global Security in accordance with the foregoing on each Interest
Determination Date or Calculation Date as applicable. The Calculation Agent's
determination of any interest rate will be final and binding in the absence of
manifest error. The interest rate on this permanent global Security will in no
event be higher than the maximum rate permitted by New York, as the same may be
modified by United States law of general application.
The Calculation Agent will upon the request of the Holder of this
permanent global Security provide to such Holder the interest rate hereon then
in effect and, if determined, the interest rate which will become effective on
the next Interest Reset Date.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(including this permanent global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security or (ii) certain restrictive
covenants with respect to this Security, in each case upon compliance with
certain conditions set forth 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 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 66 2/3% in principal amount of the 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 Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent of waiver 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 or Securities 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.
-21-
No reference herein to the Indenture and no provision of this
permanent global 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 premium, if any) and interest on this permanent global
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
This permanent global Security may not be transferred except as a
whole by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a nominee of such successor.
The Securities of this Series may be issued in registered form,
without coupons, in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof or, if this Security is denominated in a Specified
Currency, in the denominations indicated on the face hereof, unless otherwise
specified above.
No service charge shall be made for any such registration of transfer
or exchange of Securities as provided above, 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 of this Series 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 permanent global Security
is registered as the owner hereof for all purposes, whether or not this
permanent global Security is overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
All terms used in this permanent global Security which are defined in
the Indenture and not herein otherwise defined shall have the meanings assigned
to them in the Indenture.
-22-
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)
Uniform Gifts to Minors Act
____________________________
(State)
Additional abbreviations may also be used
though not in the above list.
-23-
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR
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:____________ __________________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
-24-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Security (or portion thereof specified below) pursuant to
its terms at the applicable Repayment Price, together with interest to the
Repayment Date, to the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please Print or Typewrite Name and Address of the Undersigned)
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Securities to be issued to the
undersigned for the portion of the within Security not being repaid (in the
absence of any such specification, one such Security will be issued for the
portion not being repaid):__________________________.
Dated:_____________________ _____________________________
_____________________________
NOTE: The signature to this assignment must correspond with the name
as written upon the face of the within Security in every particular,
without alteration or enlargement or any change whatever.
-25-