Exhibit (4)(4)
UNLESS THIS SUBORDINATED NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SUBORDINATED NOTE ISSUED UPON REGISTRATION OR TRANSFER OF, OR IN EXCHANGE FOR,
OR IN LIEU OF, THIS SUBORDINATED NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
IF THIS SUBORDINATED NOTE IS ISSUED WITH "ORIGINAL ISSUE DISCOUNT" FOR
PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE
FOLLOWING SHALL BE COMPLETED: THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR
PURPOSES OF APPLYING SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED, TO THIS SUBORDINATED NOTE. THE ISSUE DATE OF
THIS SUBORDINATED NOTE IS _______________. THE ISSUE PRICE OF THIS SUBORDINATED
NOTE IS _____% OF ITS PRINCIPAL AMOUNT. THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON
THIS SUBORDINATED NOTE IS $______________ PER $1,000 OF THE INITIAL PRINCIPAL
AMOUNT, THE YIELD TO MATURITY IS _____%, AND THE AMOUNT OF THE ORIGINAL ISSUE
DISCOUNT ALLOCABLE TO THE INITIAL SHORT ACCRUAL PERIOD, IF ANY, IS $_________
PER $1,000 OF THE INITIAL PRINCIPAL AMOUNT, DETERMINED ON THE BASIS OF THE EXACT
METHOD.
No. SUB FXR-_______________ REGISTERED
CUSIP NO.: ________________
THE NORTHERN TRUST COMPANY
GLOBAL SUBORDINATED BANK NOTE
(Fixed Rate)
ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT:
_______________ $_______________
INTEREST RATE: MATURITY DATE:
_______________% ________________
INTEREST PAYMENT REGULAR RECORD DATES
DATES: (If other than the April 1
or October 1, prior to each
_______________ Interest Payment Date):
________________
INITIAL REDEMPTION DATE: INITIAL REDEMPTION
PERCENTAGE:
________________
_______________
ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
________________
ORIGINAL ISSUE OID AMOUNT:
DISCOUNT NOTE:
Yes:_____ No:_____ _______________
OTHER PROVISIONS:
The Northern Trust Company, an Illinois banking corporation (the "Bank"),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal amount specified on the face hereof in United States Dollars on
the Maturity Date specified above and to pay interest thereon from the Original
Issue Date specified above or from the most recent interest payment date to
which interest on this Subordinated Note (or any predecessor Subordinated Note)
has been paid or duly provided for, semi-annually on April 15 and October 15 of
each year (unless otherwise specified on the face hereof) (each, an "Interest
Payment Date") and at maturity or upon earlier redemption, if applicable,
commencing on the first Interest Payment Date next succeeding the Original Issue
Date (or, if the Original Issue Date is between a Regular Record Date and the
Interest Payment Date immediately following such Regular Record Date, on the
second Interest Payment Date following the Original Issue Date), at the Interest
Rate per annum specified above, until the principal hereof is paid or made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at such Interest Rate on any overdue principal and
premium, if any, and on any overdue installment of interest. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will be paid to the person in whose name this Subordinated Note (or any
predecessor Subordinated Note) is registered at the close of business on the
Regular Record Date for such interest, which shall be the April 1 and October 1
(whether or not a Business Day (as defined below)), as the case may be, next
preceding the applicable Interest Payment Date (unless otherwise specified on
the face hereof); provided, however, that interest payable at maturity or upon
earlier redemption, if applicable, will be payable to the person to whom
principal shall be payable. Any such interest not so punctually paid or duly
provided for shall 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 Subordinated
Note (or any predecessor Subordinated Note) is
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registered at the close of business on a special record date for the payment of
such defaulted interest (the "Special Record Date") to be fixed by the Bank,
notice of which shall be given to the holders of Subordinated Notes not less
than 10 calendar days prior to such Special Record Date, or be paid at any time
in any other lawful manner.
Payment of principal of, and premium, if any, and interest on, this
Subordinated Note will be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. The Bank will at all times appoint and maintain a paying agent
(the "Paying Agent") authorized by the Bank to pay the principal of, and
premium, if any, and interest on, this Subordinated Note on behalf of the Bank
and having an office or agency (the "Paying Agent Office") in The City of New
York or the City of Chicago, Illinois (the "Place of Payment"), where this
Subordinated Note may be presented or surrendered for payment and where notices,
designations or requests in respect of payments with respect to this
Subordinated Note may be served. The Bank has initially appointed itself as the
Paying Agent, with the Paying Agent Office currently located at 50 South LaSalle
Street (Level BB-A), Chicago, Illinois 60675, Attention: Securities Services.
THIS SUBORDINATED NOTE IS A DIRECT, UNCONDITIONAL AND UNSECURED GENERAL
OBLIGATION OF THE BANK. THIS SUBORDINATED NOTE IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, IS NOT A DEPOSIT OF, OR GUARANTEED BY, THE BANK,
AND IS SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED. THIS SUBORDINATED NOTE IS SUBORDINATE TO THE CLAIMS OF
DEPOSITORS AND GENERAL CREDITORS OF THE BANK.
Payment of the principal of, and premium, if any, and interest on, this
Subordinated Note due at maturity or upon earlier redemption, if applicable,
will be made in immediately available funds upon presentation and surrender of
this Subordinated Note to the Paying Agent at the Paying Agent Office in the
Place of Payment; provided that this Subordinated Note 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 on this Subordinated Note
(other than at maturity or upon earlier redemption) will be made by wire
transfer to such account as has been appropriately designated to the Paying
Agent by the person entitled to such payments.
This Subordinated Note is one of a duly authorized issue of Subordinated
Bank Notes due from five to fifteen years from date of issue of the Bank (herein
called the "Subordinated Notes").
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Payments of interest hereon on any Interest Payment Date will include
interest accrued to, but excluding, such Interest Payment Date. Interest hereon
shall be computed on the basis of a 360-day year of twelve 30-day months.
If any Interest Payment Date, Maturity Date or date of earlier redemption
of this Subordinated Note falls on a day which is not a Business Day, the
related payment of principal, premium, if any, or interest shall be made on the
next succeeding Business Day with the same force and effect as if made on the
date such payment were due, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Maturity Date
or date of earlier redemption, as the case may be. "Business Day" means any day
that is not a Saturday or Sunday and that is not a day on which banking
institutions in The City of New York or the City of Chicago, Illinois generally
are authorized or obligated by law or executive order to close.
The indebtedness of the Bank evidenced by this Subordinated Note, including
principal and interest, is unsecured and subordinate and junior in right of
payment to the Bank's obligations to its depositors, its obligations under
bankers' acceptances and letters of credit, and its obligations to its other
creditors (including any obligations to any Federal Reserve Bank and the Federal
Deposit Insurance Corporation), whether now outstanding or hereafter incurred,
other than any obligations which rank on a parity with, or junior to, the
Subordinated Notes. In the event of any insolvency proceeding, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or any liquidation or winding-up of the Bank,
whether voluntary or involuntary, all such obligations (except obligations which
rank on a parity with, or junior to, the Subordinated Notes) shall be entitled
to be paid in full before any payment shall be made on account of the principal
of, or interest on, the Subordinated Notes. In the event of any such proceeding,
after payment in full of all sums owing with respect to such prior obligations,
the holders of the Subordinated Notes, together with the holders of any
obligations of the Bank ranking on a parity with the Subordinated Notes, shall
be entitled to be paid, from the remaining assets of the Bank, the unpaid
principal of, and the unpaid interest on, the Subordinated Notes or such other
obligations before any payment or other distribution, whether in cash, property,
or otherwise, shall be made on account of any capital stock or any obligations
of the Bank ranking junior to the Subordinated Notes.
The Subordinated Notes shall rank on a parity with the $100,000,000
aggregate principal amount of 6.5% Subordinated Notes due 2003 issued by the
Bank in 1993, the $100,000,000 aggregate
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principal amount of 6.70% Subordinated Notes due 2005 issued by the Bank in
1995, the $100,000,000 aggregate principal amount of 7.30% Subordinated Notes
due 2006 issued by the Bank in 1996, the $100,000,000 aggregate principal amount
of 6.25% Subordinated Notes due 2008 issued by the Bank in 1998, the
$200,000,000 aggregate principal amount of 7.10% Subordinated Notes due 2009
issued by the Bank in 1999, the $150,000,000 aggregate principal amount of 6.30%
Subordinated Notes due 2011 issued by the Bank in 2001, and such other
obligations which may be issued by the Bank which are specifically designated as
ranking on a parity with the Subordinated Notes by express provision in the
instruments creating or evidencing such obligations.
This Subordinated Note will not be subject to any sinking fund. If so
provided on the face of this Subordinated Note and subject to the approval of
the Federal Reserve Bank of Chicago, this Subordinated Note may be redeemed by
the Bank on and after the Initial Redemption Date, if any, specified on the face
hereof. If no Initial Redemption Date is specified on the face hereof, this
Subordinated Note may not be redeemed prior to the Maturity Date. On and after
the Initial Redemption Date, if any, and subject to the approval of the Federal
Reserve Bank of Chicago, this Subordinated Note may be redeemed at any time
either in whole or in part from time to time in increments of $1,000 (provided
that any remaining principal amount hereof shall be at least $250,000) at the
option of the Bank at the applicable Redemption Price (as defined below),
together with accrued and unpaid interest hereon at the applicable rate borne by
this Subordinated Note to the date of redemption (each such date, a "Redemption
Date"), on written notice given not more than 60 nor less than 30 calendar days
prior to the Redemption Date by the Bank to the registered holder hereof.
Whenever less than all the Subordinated Notes at any time outstanding are to be
redeemed, the terms of the Subordinated Notes to be so redeemed shall be
selected by the Bank. If less than all the Subordinated Notes with identical
terms at any time outstanding are to be redeemed, the Subordinated Notes to be
so redeemed shall be selected by the Paying Agent by lot or in any usual manner
approved by it. In the event of redemption of this Subordinated Note in part
only, a new Subordinated Note for the unredeemed portion hereof shall be issued
in the name of the holder hereof upon the surrender hereof.
The "Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof of the principal amount of this Subordinated Note
to be redeemed and shall decline at each anniversary of the Initial Redemption
Date specified on the face hereof by the Annual Redemption Percentage Reduction,
if any, specified on the face hereof, of the principal amount to be redeemed
until the Redemption Price is 100% of such principal amount.
5
This Subordinated Note will not be repayable at the option of the holder
hereof prior to maturity.
If this Subordinated Note is an Original Issue Discount Note and if an
Event of Default with respect to this Subordinated Note shall have occurred and
be continuing, the Default Amount (as defined hereafter) of this Subordinated
Note may be declared due and payable in the manner and with the effect provided
herein. The "Default Amount" shall be equal to the adjusted issue price as of
the first day of the accrual period as determined under Treasury Regulation
Section 1.1275-1(b) (or successor regulation) under the United States Internal
Revenue Code of 1986, as amended, in which the date of acceleration occurs
increased by the daily portion of the original issue discount for each day in
such accrual period ending on the date of acceleration, as determined under
Treasury Regulation Section 1.1275-1(b) (or successor regulation) under the
United States Internal Revenue Code of 1986, as amended. Upon payment of (i) the
amount of principal or premium, if any, so declared due and payable and (ii)
interest on any overdue principal and overdue interest or premium, if any, (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Bank's obligations in respect of the payment of the
principal of, and interest or premium, if any, on, this Subordinated Note shall
terminate.
In case any Subordinated Note shall at any time become mutilated,
destroyed, lost or stolen and such Subordinated Note or evidence satisfactory to
the Bank of the loss, theft or destruction thereof (together with indemnity
satisfactory to the Bank and such other documents or proof as may be required in
the premises) shall be delivered to the Bank, a new Subordinated Note of like
tenor will be issued by the Bank in exchange for the Subordinated Note so
mutilated, or in lieu of the Subordinated Note so destroyed or lost or stolen.
All expenses and reasonable charges associated with procuring the indemnity
referred to above and with the preparation, authentication and delivery of a new
Subordinated Note shall be borne by the holder of the Subordinated Note so
mutilated, destroyed, lost or stolen. If any Subordinated Note which has matured
or is about to mature shall become mutilated, destroyed, lost or stolen, the
Bank may, instead of issuing a substitute Subordinated Note, pay or authorize
the payment of the same (without surrender thereof except in the case of a
mutilated Subordinated Note) upon compliance by the holder thereof with the
provisions of this paragraph.
No recourse shall be had for the payment of the principal of, premium, if
any, or interest on, this Subordinated Note, for any claim based hereon, or
otherwise in respect hereof, against any shareholder, employee, officer or
director, as such, past, present or future, of the Bank or of any successor
corporation, either directly
6
or through the Bank or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and
part of the consideration for the issue hereof, expressly waived and released.
An "Event of Default" with respect to this Subordinated Note will occur if
the Bank shall consent to, or a court or other governmental agency shall enter a
decree or order for, the appointment of a receiver or other similar official in
any liquidation, insolvency or similar proceeding with respect to the Bank or
all or substantially all of its property and, in the case of a decree or order,
such decree or order shall have remained in force for a period of 60 days. If an
Event of Default shall occur and be continuing, the holder of this Subordinated
Note may declare the principal amount of, and accrued interest and premium, if
any, on, this Subordinated Note due and payable immediately by written notice to
the Bank. Upon such declaration and notice, such principal amount, accrued
interest and premium, if any, shall become due and payable seven calendar days
after such notice. Any Event of Default with respect to this Subordinated Note
may be waived by the holder hereof. No payment may be made on this Subordinated
Note in the event of acceleration resulting from an Event of Default without the
prior written consent of the Federal Reserve Bank of Chicago. There is no right
of acceleration in the case of a default in the payment of principal of, or
interest on, this Subordinated Note or in the performance of any other
obligation of the Bank under this Subordinated Note or under any other security
issued by the Bank.
No provision of this Subordinated Note shall alter or impair the obligation
of the Bank, which is absolute and unconditional, to pay the principal of, and
premium, if any, and interest on, this Subordinated Note in U.S. dollars at the
times, places and rate herein prescribed.
The Bank shall cause to be kept at the corporate trust office of the
Subordinated Note Registrar designated below a register (the register maintained
in such corporate trust office or any other office or agency of the Bank in the
Place of Payment herein referred to as the "Subordinated Note Register") in
which, subject to such reasonable regulations as it may prescribe, the Bank
shall provide for the registration of the Subordinated Notes and of transfers of
the Subordinated Notes. The Bank is hereby initially appointed "Subordinated
Note Registrar" for the purpose of registering the Subordinated Notes and
transfers of the Subordinated Notes as herein provided.
7
The transfer of this Subordinated Note is registrable in the Subordinated
Note Register, upon surrender of this Subordinated Note for registration of
transfer at the office or agency of the Bank in the Place of Payment, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Bank and the Paying Agent duly executed by, the holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Subordinated Notes of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. Notwithstanding the foregoing, the Bank shall not be required to
register the transfer of any Subordinated Note that has been called for
redemption during a period beginning at the opening of business fifteen calendar
days before the day of mailing of a notice of such redemption and ending at the
close of business on the day of such mailing.
No service charge shall be made for any such registration of transfer or
exchange, but the Bank may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The Subordinated Notes are issuable only in registered form without coupons
in minimum denominations of $250,000 and any integral multiple of $1,000 in
excess thereof. Each owner of a beneficial interest in this Subordinated Note is
required to hold a beneficial interest in $250,000 principal amount or any
integral multiple of $1,000 in excess thereof of this Subordinated Note at all
times.
Prior to due presentment of this Subordinated Note for registration of
transfer, the Bank, the Paying Agent or any agent of the Bank or the Paying
Agent may treat the person in whose name this Subordinated Note is registered as
the owner hereof for all purposes, whether or not this Subordinated Note be
overdue, and neither the Bank, the Paying Agent nor any such agent shall be
affected by notice to the contrary.
All notices to the Bank under this Subordinated Note shall be in writing
and addressed to the Bank at 50 South LaSalle Street (Level BB-A), Chicago,
Illinois 60675, Attention: Securities Services, or to such other address of the
Bank as the Bank may notify the holders of the Subordinated Notes.
This Subordinated Note shall be governed by, and construed in accordance
with, the laws of the State of Illinois.
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed.
8
THE NORTHERN TRUST COMPANY
By:____________________________
Authorized Signatory
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
the within Subordinated Note, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT - _______________ Custodian ______________
(Cust) (Minor)
under Uniform Gifts to Minors Act
__________________________
(State)
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
__________________________________
__________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address,
including postal zip code, of assignee)
________________________________________________________________________________
the within Subordinated Note and all rights thereunder, and hereby
irrevocably constitutes and appoints ___________________________________________
________________________________________________________________________________
________________________________________________________________________________
to transfer said Subordinated Note on the books of the Bank, with full power of
substitution in the premises.
Dated:_______________________
________________________________
Notice: The signature to this
assignment must correspond with
the name as written upon the
face of the within Subordinated
Note in every particular,
without alteration or
enlargement or any change
whatsoever.