FIRST BANK SYSTEM, INC.
6-7/8% Subordinated Notes Due September 15, 2007
Officers' Certificate
Pursuant to the Indenture dated as of October 1, 1991, relating to
subordinated securities, as amended by a First Supplemental Indenture dated as
of April 1, 1993 (as so amended, the "Indenture"), between First Bank System,
Inc. (the "Company") and Citibank, N.A., as Trustee (the "Trustee") and
resolutions adopted by the Company's Board of Directors on February 15, 1995,
this Officers' Certificate is being delivered to the Trustee to establish the
terms of a series of Securities in accordance with Section 301 of the Indenture,
and to establish the forms of the Securities of such series in accordance with
Section 201 of the Indenture.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Indenture.
A. Establishment of Series pursuant to Section 301 of Indenture.
There is hereby established pursuant to Section 301 of the Indenture a
series of Securities which shall have the following terms:
(1) The Securities of such series shall bear the title " 6-7/8%
Subordinated Notes due September 15, 2007" (referred to herein as the "Notes").
(2) The aggregate principal amount of the Notes of such series to be
issued pursuant to this Officers' Certificate is limited to $250,000,000 (except
for Notes authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Notes of such series pursuant to Section 304,
305, 306, 906 or 1107 of the Indenture and except for any Notes which, pursuant
to Section 303 of the Indenture, are deemed never to have been authenticated and
delivered thereunder).
(3) Interest will be payable to the person in whose name a Note (or
any Predecessor Security) is registered at the close of business on the Regular
Record Date (as defined below) next preceding each Interest Payment Date (as
defined below).
(4) Each Note shall mature on September 15, 2007.
(5) The Notes shall bear interest at the rate of 6-7/8% per annum,
from September 11, 1995, or the most recent March 15 or September 15 to which
interest has been paid or duly provided for, payable semiannually on March 15
and September 15 in each year, commencing March 15, 1996, until the principal
thereof is paid or made available for payment. Each such March 15 or September
15 shall be an "Interest Payment Date" for the Notes. The March 1 or September
1 (whether or not a Business Day), as the case may be, next preceding an
Interest Payment Date
shall be the "Regular Record Date" for the interest payable on such Interest
Payment Date.
(6) Principal of and interest on the Notes will be payable, and,
except as provided in Section 305 of the Indenture with repsect to any Global
Security (as defined below), the transfer of the Notes will be registrable and
Notes will be exchangeable for Notes bearing identical terms and provisions at
the corporate trust office of Citibank, N.A. (the "Paying Agent"), in the
Borough of Manhattan, The City of New York.
(7) The Notes shall not be subject to redemption.
(8) The Company shall not be obligated to redeem or purchase any Notes
pursuant to any sinking fund or analogous provisions or at the option of any
Holder.
(9) Notes may be issued only in fully registered form and the
authorized denomination of the Notes shall be $1,000 and any integral multiple
of $1,000 in excess thereof.
(10) The Notes shall be denominated, and payments of principal of and
interest on the Notes will be made, in United States dollars.
(11) The amount of payments of principal of and any premium or
interest on the Notes will not be determined with reference to an index.
(12) The Notes shall be subject to the events of default specified in
Section 501, paragraphs (1) through (4), of the Indenture.
(13) The portion of the principal amount of the Notes which shall be
payable upon declaration of acceleration of maturity thereof shall be the
principal amount thereof.
(14) Each Note will be represented by a global security (a "Global
Security") registered in the name of a nominee of the Depositary. The
Depository Trust Company will act as Depositary. Except as provided in Section
305 of the Indenture, Notes will not be issuable in definitive form and will not
be exchangeable or transferable. So long as the Depositary or its nominee is
the registered holder of any Global Security, the Depositary or its nominee, as
the case may be, will be considered the sole Holder of the Notes represented by
such Global Security for all purposes under the Indenture and the Notes.
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B. Establishment of Note Forms Pursuant to Section 201 of Indenture.
It is hereby established pursuant to Section 201 of the Indenture that
the Global Security representing the Notes shall be substantially in the form
attached as Exhibit A hereto.
C. Other Matters.
Attached as Exhibit B hereto are true and correct copies of
resolutions duly adopted by the Board of Directors of the Company at a meeting
duly called and held on February 15, 1995, at which a quorum was present and
acting throughout, and authorizations dated April 10, 1995, of a Committee of
the Board of Directors of the Company appointed by the resolutions adopted
February 15, 1995, duly executed by the members of the Committee; such
resolutions have not been further amended, modified or rescinded and remain in
full force and effect; and such resolutions (together with this Officer's
Certificate) are the only resolutions or other action adopted by the Company's
Board of Directors or any committee thereof or by any Authorized Officers
relating to the offering and sale of the Notes.
The undersigned have read the pertinent sections of the Indenture
including the related definitions contained therein. The undersigned have
examined the resolutions adopted by the Board of Directors of the Company and
the authorizations adopted by the Committee of the Board of Directors. In the
opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of
(i) a series of Securities, (ii) the forms of such Securities and (iii)
authentication of such series of Securities, contained in the Indenture have
been complied with. In the opinion of the undersigned, such conditions have
been complied with.
Dated: September 11, 1995
FIRST BANK SYSTEM, INC.
By
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David R. Edstam
Senior Vice President & Treasurer
By
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David P. Grandstrand
Senior Vice President
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