Exhibit Number (4)(ii)
To 9/30/95 Form 10-Q
UNLESS THIS SENIOR 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 SENIOR
NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF,
THIS SENIOR 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 SENIOR 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 SENIOR NOTE. THE ISSUE DATE OF THIS SENIOR NOTE IS
_____________. THE ISSUE PRICE OF THIS SENIOR NOTE IS _____% OF ITS PRINCIPAL
AMOUNT. THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SENIOR 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. SEN FLR-______________ REGISTERED
CUSIP NO.: ________________________
THE NORTHERN TRUST COMPANY
GLOBAL SENIOR BANK NOTE
(FLOATING RATE)
ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT:
INITIAL INTEREST RATE: ______% MATURITY DATE:
INTEREST RATE BASIS: INDEX MATURITY:
SPREAD AND/OR SPREAD REGULAR RECORD DATES (If other than the 15th
MULTIPLIER: day prior to each Interest Payment Date):
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE:
INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD:
INTEREST RESET DATES: INTEREST RESET PERIOD:
INITIAL REDEMPTION DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION:
INITIAL REDEMPTION PERCENTAGE: HOLDER'S OPTIONAL REPAYMENT DATE:
ORIGINAL ISSUE DISCOUNT NOTE: OID AMOUNT:
Yes: ______ No: _____
OTHER PROVISIONS: CALCULATION AGENT:
DEFAULT RATE: ____ %
ALTERNATE RATE EVENT SPREAD:
The Northern Trust Company, an Illinois banking corporation (the "Bank"),
for value received, hereby promises to pay to __________________________________
________________________________________________, or registered assigns, the
principal sum of _______________________________________________________________
________________________________________ 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 (or, if the
Interest Reset Period specified above is daily or weekly, from, and including,
the day following the most recent Regular Record Date) to which interest on this
Senior Note (or any predecessor Senior Note) has been paid or duly provided for
(each, an "Interest Payment Date"), on the Interest Payment Dates specified
above and at maturity or upon earlier redemption or repayment, 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 a rate per
annum equal to the Initial Interest Rate specified above until the first
Interest Reset Date following the Original Issue Date and, on and after such
Interest Reset Date, at the rate determined in accordance with the provisions
set forth herein, until the principal hereof is paid or made available for
payment, and (to the extent that the payment of such interest shall be legally
enforceable) at the last rate in effect prior to any payment default (or the
Default Rate per annum specified above, if such Default Rate is specified above)
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 Senior
Note (or any predecessor Senior Note) is registered at the close of business on
the Regular Record Date for such interest, which shall be the 15th calendar day
(whether or not a Business Day (as defined below)) before such Interest Payment
Date (unless otherwise specified on the face hereof);
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provided, however, that interest payable at maturity or upon earlier redemption
or repayment, 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 Senior Note (or any
predecessor Senior Note) is 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
Senior 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
Senior 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 Senior 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 Senior
Note may be presented or surrendered for payment and where notices, designations
or requests in respect of payments with respect to this Senior Note may be
served. The Bank has initially appointed itself as such Paying Agent, with the
Paying Agent Office currently located at 50 South LaSalle Street (Level BB-A),
Chicago, Illinois 60675, Attention: Securities Services.
THIS SENIOR NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED
GENERAL OBLIGATION OF THE BANK AND DOES NOT EVIDENCE A DEPOSIT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THIS
SENIOR NOTE RANKS PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED
OBLIGATIONS OF THE BANK, EXCEPT DEPOSITS AND OTHER OBLIGATIONS THAT ARE SUBJECT
TO A PRIORITY OR PREFERENCE. UNDER APPLICABLE LAW, CLAIMS OF CERTAIN CREDITORS,
INCLUDING HOLDERS OF DEPOSITS IN THE BANK, WOULD BE ENTITLED TO PRIORITY OVER
CLAIMS OF UNSECURED GENERAL CREDITORS OF THE BANK, INCLUDING THE HOLDER OF THIS
SENIOR NOTE, IN THE EVENT OF A LIQUIDATION OR OTHER RESOLUTION OF THE BANK.
Payment of the principal of, and premium, if any, and interest on, this
Senior Note due at maturity or upon earlier redemption or repayment, if
applicable, will be made in immediately available funds upon presentation and
surrender of this Senior Note to the Paying Agent at the Paying Agent Office in
the Place of Payment; provided that this Senior Note is presented to the Paying
Agent in time for the Paying Agent to
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make such payment in accordance with its normal procedures. Payments of interest
on this Senior Note (other than at maturity or upon earlier redemption or
repayment) 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 Senior Note is one of a duly authorized issue of Senior Bank Notes
due from 30 days to fifteen years from date of issue of the Bank (herein called
the "Senior Notes").
Unless otherwise indicated on the face hereof, if the rate of interest on
this Senior Note resets daily, weekly or monthly the Interest Payment Date for
this Senior Note will be the third Wednesday of each month; if the rate of
interest on this Senior Note resets quarterly, the Interest Payment Date for
this Senior Note will be the third Wednesday of March, June, September and
December of each year; if the rate of interest on this Senior Note resets semi-
annually, the Interest Payment Date for this Senior Note will be the third
Wednesday of each of two months of each year specified on the face hereof that
are six months apart; and if the rate of interest on this Senior Note resets
annually, the Interest Payment Date for this Senior Note will be the third
Wednesday of the month specified on the face hereof. If any Interest Payment
Date, Maturity Date or date of earlier redemption or repayment of this Senior
Note falls on a day that is not a Business Day, such Interest Payment Date,
Maturity Date or date of earlier redemption or repayment will be the next
succeeding Business Day; provided, however, that if the Interest Rate Basis
specified on the face hereof is LIBOR and such next succeeding Business Day is
in the next succeeding calendar month, such Interest Payment Date, Maturity Date
or date of earlier redemption or repayment will be the immediately preceding
Business Day. "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, and with respect to Senior Notes with respect to which
the Interest Rate Basis specified on the face hereof is LIBOR, any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market (a "London Business Day").
This Senior Note will not be subject to any sinking fund. If so provided
on the face of this Senior Note, this Senior 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 Senior Note may
not be redeemed prior to the Maturity Date. On and after the Initial Redemption
Date, if any, this Senior 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
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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 Senior 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 Senior Notes at
any time outstanding are to be redeemed, the terms of the Senior Notes to be so
redeemed shall be selected by the Bank. If less than all the Senior Notes with
identical terms at any time outstanding are to be redeemed, the Senior 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 Senior Note in part
only, a new Senior 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 Senior
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.
This Senior Note may be subject to repayment at the option of the holder
hereof in accordance with the terms hereof on the Holder's Optional Repayment
Date(s), if any, specified on the face hereof. If no Holder's Optional
Repayment Date is specified on the face hereof, this Senior Note will not be so
repayable at the option of the holder hereof prior to maturity. On any Holder's
Optional Repayment Date, this Senior Note will be repayable in whole or in part
in increments of $1,000 (provided that any remaining principal amount hereof
will be at least $250,000) at the option of the holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with accrued
and unpaid interest hereon payable to the date of repayment. For this Senior
Note to be repaid in whole or in part at the option of the holder hereof on a
Holder's Optional Repayment Date, this Senior Note must be given, with the form
entitled "Option to Elect Repayment" below duly completed, to the Paying Agent
at its offices located at 50 South LaSalle Street (Level BB-A), Chicago,
Illinois 60675, Attention: Securities Services, or at such address which the
Bank shall from time to time notify the holders of the Senior Notes, not more
than 60 nor less than 30 days prior to such Holder's Optional Repayment Date.
Exercise of such repayment option by the holder hereof shall be irrevocable.
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The rate of interest on this Senior Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each such period, an "Interest
Reset Period" for this Senior Note, and the first calendar day of an Interest
Reset Period, an "Interest Reset Date"), as specified on the face hereof.
Unless otherwise indicated on the face hereof, if this Senior Note resets daily,
the Interest Reset Date will be each Business Day; if this Senior Note resets
weekly and the Interest Rate Basis is not the Treasury Rate, the Interest Reset
Date will be the Wednesday of each week; if this Senior Note resets weekly and
the Interest Rate Basis is the Treasury Rate, the Interest Reset Date will be
the Tuesday of each week (except as provided below); if this Senior Note resets
monthly and the Interest Rate Basis is not the 11th District Cost of Funds Rate,
the Interest Reset Date will be the third Wednesday of each month; if this
Senior Note resets monthly and the Interest Rate Basis is the 11th District Cost
of Funds Rate, the Interest Reset Date will be the first calendar day of each
month; if this Senior Note resets quarterly, the Interest Reset Date will be the
third Wednesday of March, June, September and December; if this Senior Note
resets semi-annually, the Interest Reset Date will be the third Wednesday of
each of two months of each year that are six months apart, as specified on the
face hereof; and if this Senior Note resets annually, the Interest Reset Date
will be the third Wednesday of one month of each year, as specified on the face
hereof; provided, however, that (i) the interest rate in effect from the
Original Issue Date to the first Interest Reset Date will be the Initial
Interest Rate specified on the face hereof, and (ii) the interest rate in effect
for the ten calendar days immediately prior to maturity or earlier redemption or
repayment of any installment of principal hereof will be the interest rate in
effect on the tenth calendar day preceding such Maturity Date or date of earlier
redemption or repayment, as the case may be. If any Interest Reset Date with
respect to this Senior Note would otherwise be a day that is not a Business Day,
such Interest Reset Date will be the next succeeding Business Day, except that
in the case that the Interest Rate Basis specified on the face hereof is LIBOR,
if such Business Day is in the next succeeding calendar month, such Interest
Reset Date will be the immediately preceding Business Day.
Except as otherwise specified in this paragraph, the rate of interest on
this Senior Note for each Interest Reset Date shall be the rate determined in
accordance with the provisions set forth under the applicable heading below
corresponding to the Interest Rate Basis specified on the face hereof:
Commercial Paper Rate. If the Interest Rate Basis of this Senior Note is
the Commercial Paper Rate, the interest rate hereon for any Interest Reset Date
shall equal the Commercial Paper Rate (as determined below), as adjusted (x) by
the addition
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or subtraction of the Spread, if any, specified on the face hereof and/or (y) by
the multiplication by the Spread Multiplier, if any, specified on the face
hereof. "Commercial Paper Rate" means, with respect to any Commercial Paper
Interest Determination Date (as defined below), the Money Market Yield
(calculated as described below) of the rate on the relevant Commercial Paper
Interest Determination Date for commercial paper having the Index Maturity
specified on the face hereof as such rate is published by the Board of Governors
of the Federal Reserve System in the weekly statistical release entitled
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication published by the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper". If such rate is not
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Commercial Paper Interest Determination Date, then the
Commercial Paper Rate will be the Money Market Yield (calculated as described
below) of the rate on such Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity specified on the face hereof as such
rate is published by the Federal Reserve Bank of New York in its daily
statistical release entitled "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
such rate is published in neither H.15(519) nor in Composite Quotations by 3:00
P.M., New York City time, on such Calculation Date, the Commercial Paper Rate
for such Commercial Paper Interest Determination Date will be the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York
City time, on such Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in The City of New York (which may include
one or more of the Agents (as defined below)) selected by the Calculation Agent
for commercial paper having the Index Maturity specified on the face hereof
placed for an industrial issuer whose senior unsecured bond rating is "AA", or
the equivalent, from at least two nationally recognized rating agencies;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate
determined on such Commercial Paper Interest Determination Date will be the
Commercial Paper Rate determined on the immediately preceding Commercial Paper
Interest Determination Date or, in the case of the first Commercial Paper
Interest Determination Date, the Initial Interest Rate specified on the face
hereof.
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"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
D x 360
Money Market Yield = _______________ x 100
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
LIBOR. If the Interest Rate Basis of this Senior Note is LIBOR, the
interest rate hereon for any Interest Reset Date shall equal LIBOR (as
determined below), as adjusted (x) by the addition or subtraction of the Spread,
if any, specified on the face hereof and/or (y) by the multiplication by the
Spread Multiplier, if any, specified on the face hereof. LIBOR shall be
determined by the Calculation Agent in accordance with the following provisions:
(a) With respect to any LIBOR Interest Determination Date (as defined
below), LIBOR will be either: (i) if "LIBOR Reuters" is specified on the
face hereof, the arithmetic mean of the offered rates for deposits in U.S.
dollars having the Index Maturity specified on the face hereof, commencing
on the second London Business Day immediately following such LIBOR Interest
Determination Date, that appear on the Reuters Screen LIBO Page (as defined
below) as of 11:00 A.M. London time on such LIBOR Interest Determination
Date, if at least two such offered rates appear on the Reuters Screen LIBO
Page, or (ii) if "LIBOR Telerate" is specified on the face hereof, the rate
for deposits in U.S. dollars having the Index Maturity specified on the
face hereof, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, that appears on Telerate
Page 3750 (as defined below) as of 11:00 A.M. London time, on such LIBOR
Interest Determination Date. The "Reuters Screen LIBO Page" means the
display designated as page "LIBO" on the Reuters Monitor Money Rates
Service (or such other page as may replace the LIBO page on that service
for purposes of displaying London interbank offered rates of major banks).
"Telerate Page 3750" means the display designated as page 3750 on the Dow
Jones Telerate Service (or such other page or pages as may replace the 3750
page on that service or such other service or services as may be nominated
by the British Bankers' Association for the purpose of displaying London
interbank offered rates for U.S. dollar deposits). If neither LIBOR
Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR will be
determined as if LIBOR Reuters has been
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specified. Notwithstanding the foregoing, if fewer than two offered rates
appear on the Reuters Screen LIBO Page, or no rate appears on Telerate Page
3750, as applicable, LIBOR in respect of a related LIBOR Interest
Determination Date will be determined as if the parties had specified the
rate described in paragraph (b) below.
(b) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear on the Reuters Screen LIBO Page, as specified
in paragraph (a)(i) above, or on which no rate appears on Telerate Page
3750, as specified in paragraph (a)(ii) above, as the case may be, 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 for the period of the Index Maturity specified on
the face hereof, commencing on the second London Business Day immediately
following such LIBOR Interest 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 of not less
than $1,000,000 that is representative for a single transaction 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. New York City time on
such LIBOR Interest Determination Date by three major banks in The City of
New York selected by the Calculation Agent for loans in U.S. dollars to
leading European banks, having the Index Maturity specified on the face
hereof, commencing on the second London Business Day following such LIBOR
Interest Determination Date, and in a principal amount of not less than
$1,000,000 that is representative for a single transaction 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
determined on the immediately preceding LIBOR Interest Determination Date
or, in the case of the first LIBOR Interest Determination Date, the Initial
Interest Rate specified on the face hereof.
Treasury Rate. If the Interest Rate Basis of this Senior Note is the
Treasury Rate, the interest rate hereon for any Interest Reset Date shall equal
the Treasury Rate (as determined below) as adjusted (x) by the addition or
subtraction of the Spread, if any, specified on the face hereof and/or (y) by
the
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multiplication by the Spread Multiplier, if any, specified on the face hereof.
"Treasury Rate" means the rate for the most recent auction of direct obligations
of the United States ("Treasury bills") having the Index Maturity specified on
the face hereof, as such rate is published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Auction Average (Investment)" or, if such
rate is not so published by 3:00 P.M., New York City time, on the 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
by 3:00 P.M., New York City time, on such Calculation Date. If the results of
the auction of Treasury bills having the Index Maturity specified on the face
hereof are neither published in H.15(519) nor otherwise 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 in a particular week, then the Treasury Rate will be
calculated by the Calculation Agent and will 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 3:30 P.M., New York City time, on such Treasury Interest
Determination Date (as defined below), of three leading 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 specified on the face hereof or, if there are two
such issues which are equidistant from the Index Maturity specified on the face
hereof, then the longer of the two; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate determined on such Treasury Interest
Determination Date will be the Treasury Rate determined on the immediately
preceding Treasury Interest Determination Date or, in the case of the first
Treasury Interest Determination Date, the Initial Interest Rate specified on the
face hereof.
CD Rate. If the Interest Rate Basis of this Senior Note is the CD Rate,
the interest rate hereon for any Interest Reset Date shall equal the CD Rate (as
determined below), as adjusted (x) by the addition or subtraction of the Spread,
if any, specified on the face hereof and/or (y) by the multiplication by the
Spread Multiplier, if any, specified on the face hereof. "CD Rate" means the
rate on the relevant CD Interest Determination Date (as defined below) for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof, as published in H.15(519) under the heading "CDs (Secondary
Market)". If such rate is not so published before 3:00 P.M., New York City
time, on the Calculation Date pertaining to such CD Interest Determination Date,
then the CD Rate will be the rate on such CD Interest
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Determination Date for negotiable certificates of deposit having the Index
Maturity specified on the face hereof as published in Composite Quotations under
the heading "Certificates of Deposit". If such rate is published neither in
H.15(519) nor in Composite Quotations by 3:00 P.M., New York City time, on such
Calculation Date, the CD Rate will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such CD Interest Determination Date, of three
leading non-bank dealers of negotiable U.S. dollar certificates of deposit in
The City of New York (which may include one or more of the Agents) selected by
the Calculation Agent for negotiable certificates of deposit of the four highest
rated banks (as rated by two nationally recognized rating agencies) of the 25
largest United States banks based on the most recent year-end survey published
in The American Banker (or a comparable publication) with a remaining maturity
closest to the Index Maturity specified on the face hereof in a denomination of
$5,000,000; provided, however, that, if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
determined on such CD Interest Determination Date will be the CD Rate determined
on the immediately preceding CD Interest Determination Date or, in the case of
the first CD Interest Determination Date, the Initial Interest Rate specified on
the face hereof.
Federal Funds Rate. If the Interest Rate Basis of this Senior Note is the
Federal Funds Rate, the interest rate hereon for any Interest Reset Date shall
equal the Federal Funds Rate (as determined below, as adjusted (x) by the
addition or subtraction of the Spread, if any, specified on the face hereof
and/or (y) by the multiplication by the Spread Multiplier, if any, specified on
the face hereof. "Federal Funds Rate" means the rate on the relevant Federal
Funds Interest Determination Date (as defined below) for Federal Funds having
the Index Maturity specified on the face hereof, as published in H.15(519) under
the heading "Federal Funds (Effective)". If such rate is not published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Federal
Funds Interest Determination Date, then the Federal Funds Rate will be the rate
on such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If such rate is
published neither in H.15(519) nor in Composite Quotations by 3:00 P.M., New
York City time, on such Calculation Date, the Federal Funds Rate will be
calculated by the Calculation Agent and will be the arithmetic mean of the
rates, as of 3:00 P.M., New York City time, on such Federal Funds 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
(which may include one or more of the Agents) selected by the Calculation Agent;
provided, however, that if the brokers selected as
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aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate determined on such Federal Funds Interest
Determination Date will be the Federal Funds Rate determined on the immediately
preceding Federal Funds Interest Determination Date or, in the case of the first
Federal Funds Interest Determination Date, the Initial Interest Rate specified
on the face hereof.
Prime Rate. If the Interest Rate Basis of this Senior Note is the Prime
Rate, the interest rate hereon for any Interest Reset Date shall equal the Prime
Rate (as determined below), as adjusted (x) by the addition or subtraction of
the Spread, if any, specified on the face hereof and/or (y) by the
multiplication by the Spread Multiplier, if any, specified on the face hereof.
"Prime Rate" means the rate set forth on the relevant Prime Interest
Determination Date (as defined below) in H.15(519) under the heading "Bank Prime
Loan". If such rate is not published prior to 9:00 A.M., New York City time, on
the Calculation Date pertaining to such Prime Interest Determination Date, then
the Prime Rate will be determined by the Calculation Agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen NYMF Page (as defined below) as such bank's prime
rate or base lending rate as in effect for such Prime Interest Determination
Date. If fewer than four such rates but two or more such rates appear on the
Reuters Screen NYMF Page on such Prime Interest Determination Date, the Prime
Rate will be determined by the Calculation Agent and will be the arithmetic mean
of the prime rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Interest
Determination Date by three major money center banks in The City of New York
selected by the Calculation Agent. If fewer than two such rates appear on the
Reuters Screen NYMF Page, the Prime Rate will be determined by the Calculation
Agent on the basis of the rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, having total
equity capital of at least $500,000,000 and being subject to supervision or
examination by Federal or State authority, selected by the Calculation Agent to
provide such rate or rates; provided, however, that if the banks or trust
companies selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Prime Rate determined on such Prime Interest
Determination Date will be the Prime Rate determined on the immediately
preceding Prime Interest Determination Date or, in the case of the first Prime
Interest Determination Date, the Initial Interest Rate specified on the face
hereof. "Reuters Screen NYMF Page" means the display designated as page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF page on that service for the purpose of
-12-
displaying prime rates or base lending rates of major United States banks).
11th District Cost of Funds Rate Notes. If the Interest Rate Basis of this
Senior Note is the 11th District Cost of Funds Rate, the interest rate hereon
for any Interest Reset Date shall equal the 11th District Cost of Funds Rate (as
determined below), as adjusted (x) by the addition or subtraction of the Spread,
if any, specified on the face hereof and/or (y) by the multiplication by the
Spread Multiplier, if any, specified on the face hereof.
"11th District Cost of Funds Rate" means the rate equal to the monthly
weighted average cost of funds for the calendar month immediately preceding the
month in which the relevant 11th District Cost of Funds Interest Determination
Date (as defined below) falls, as set forth under the caption "11th District" on
Telerate Page 7058 (as defined below) as of 11:00 A.M., San Francisco time, on
such 11th District Cost of Funds Interest Determination Date. If such rate does
not appear on Telerate Page 7058 on any related 11th District Cost of Funds
Interest Determination Date, the 11th District Cost of Funds Rate for such 11th
District Cost of Funds Interest Determination Date shall be the monthly weighted
average cost of funds paid by member institutions of the 11th Federal Home Loan
Bank District that was most recently announced (the "11th District Cost of Funds
Index") by the Federal Home Loan Bank of San Francisco (the "FHLB of San
Francisco") as such cost of funds for the calendar month immediately preceding
the date of such announcement. If the FHLB of San Francisco fails to announce
such rate for the calendar month immediately preceding such 11th District Cost
of Funds Interest Determination Date, then the 11th District Cost of Funds Rate
determined as of such 11th District Cost of Funds Interest Determination Date
will be the 11th District Cost of Funds Rate determined on the immediately
preceding 11th District Cost of Funds Interest Determination Date or, in the
case of the first 11th District Cost of Funds Interest Determination Date, the
Initial Interest Rate specified on the face hereof.
"Telerate Page 7058" means the display designated as page "7058" on the Dow
Jones Telerate Service (or such other page as may replace the 7058 page on that
service for the purpose of displaying the monthly weighted average cost of funds
paid by member institutions of the 11th Federal Home Loan Bank District).
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, specified on the face hereof and
shall not be lower than the Minimum Interest Rate, if any, specified on the face
hereof. In addition, the interest rate hereon will in no event be higher
-13-
than the maximum rate permitted by Illinois law, as the same may be modified by
United States law of general application.
The Bank will at all times appoint and maintain a banking institution as
Calculation Agent hereunder. Unless otherwise specified on the face hereof, the
Bank has initially appointed itself as Calculation Agent. Upon the request of
the holder of this Senior Note, the Calculation Agent will provide the interest
rate then in effect, and, if different, the interest rate which will become
effective as a result of a determination made on the most recent Interest
Determination Date with respect to this Senior Note.
Unless otherwise specified on the face hereof, all percentages resulting
from any calculation on this Senior Note will be rounded, if necessary, 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) being
rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to
9.87654% (or .0987654)), and all dollar amounts used in or resulting from such
calculation on this Senior Note will be rounded to the nearest cent (with one-
half cent being rounded upwards). The interest rate in effect on any Interest
Reset Date will be the applicable rate as reset on such Interest Reset Date.
The interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate). The Calculation Agent's determination of any interest rate will be final
and binding in the absence of manifest error.
The Interest Determination Date pertaining to an Interest Reset Date if the
rate of interest hereon shall be determined in accordance with the provisions
under the headings above entitled "Commercial Paper Rate" (the "Commercial Paper
Interest Determination Date"), "CD Rate" (the "CD Interest Determination Date"),
"Federal Funds Rate" (the "Federal Funds Interest Determination Date") or "Prime
Rate" (the "Prime Interest Determination Date") will be the second Business Day
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date if the rate of interest hereon shall be determined in
accordance with the provisions under the heading above entitled "11th District
Cost of Funds Rate" (the "11th District Cost of Funds Interest Determination
Date") will be the last working day of the month immediately preceding such
Interest Reset Date on which the FHLB of San Francisco publishes the 11th
District Cost of Funds Index. The Interest Determination Date pertaining to an
Interest Reset Date if the rate of interest hereon shall be determined in
accordance with the provisions under the heading above entitled "LIBOR" (the
"LIBOR Interest Determination Date") will be the second London Business Day
preceding such Interest Reset Date. The Interest
-14-
Determination Date pertaining to an Interest Reset Date if the rate of interest
hereon shall be determined in accordance with the provisions under the heading
above entitled "Treasury Rate" (the "Treasury Interest Determination Date") will
be that 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 Senior Note with respect to which the Interest Rate
Basis specified on the face hereof is the Treasury Rate, then such Interest
Reset Date shall instead be the first Business Day immediately following such
auction date.
The Calculation Date pertaining to the Interest Determination Date for any
Senior Note shall be the tenth calendar day after such Interest Determination
Date or, if any such day is not a Business Day, the next succeeding Business
Day.
Payments of interest hereon with respect to any Interest Payment Date will
include interest accrued from, and including, the Original Issue Date or from,
and including, the last date on which interest has been paid to, but excluding,
such Interest Payment Date; provided, however, that, if the Interest Reset
Period with respect to this Senior Note is daily or weekly, the interest payable
on any Interest Payment Date, other than interest payable on any date on which
principal of this Senior Note is payable, will include interest accrued from,
and including, the Original Issue Date or from, but excluding, the last date in
respect of which interest has been paid or made available for payment, as the
case may be, to, and including, the Regular Record Date next preceding such
Interest Payment Date, except that the interest payable at maturity or upon
earlier redemption or repayment will include interest accrued to, but excluding,
the Maturity Date or the date of earlier redemption or repayment, as the case
may be.
Accrued interest on this Senior Note from the Original Issue Date or from
the last date to which interest has been paid or duly provided is calculated by
multiplying the face amount of this Senior Note by an accrued interest factor.
Such accrued interest factor is computed by adding the interest factor
calculated for each day from the Original Issue Date or from the last date to
which interest has been paid or duly provided for, as the case may be, to the
date for which accrued interest is being calculated in the period for which
interest is being
-15-
calculated. The interest factor for each such day is computed by dividing the
interest rate applicable to such date by 360, in the case that the Interest Rate
Basis specified on the face hereof is the Commercial Paper Rate, LIBOR, CD Rate,
Federal Funds Rate, Prime Rate or 11th District Cost of Funds Rate, or by the
actual number of days in the year, in the case that the Interest Rate Basis
specified on the face hereof is the Treasury Rate.
If this Senior Note is an Original Issue Discount Note and if an Event of
Default with respect to the Senior Notes shall have occurred and be continuing,
the Default Amount (as defined hereafter) of this Senior 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 Proposed Treasury Regulation Section
1.1272-1(e) (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 Proposed Treasury
Regulation Section 1.1272-1(c) (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 Senior Note shall terminate.
In case any Senior Note shall at any time become mutilated, destroyed, lost
or stolen and such Senior 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 Senior Note of like tenor will be issued by the
Bank in exchange for the Senior Note so mutilated, or in lieu of the Senior 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 Senior Note shall be borne by the holder of
the Senior Note so mutilated, destroyed, lost or stolen. If any Senior Note
which has matured or is about to mature shall become mutilated, destroyed, lost
or stolen, the Bank may, instead of issuing a substitute Senior Note, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Senior Note) upon compliance by the holder thereof with the
provisions of this paragraph.
-16-
No recourse shall be had for the payment of the principal of, premium, if
any, or interest on, this Senior 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 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 as part of the consideration for the issue hereof, expressly waived
and released.
The occurrence of any of the following events shall constitute an "Event of
Default" with respect to this Senior Note: (i) default in the payment of any
interest with respect to this Senior Note when due, which continues for 30 days;
(ii) default in the payment of any principal of, or premium, if any, on, this
Senior Note when due; (iii) the entry by a court having jurisdiction in the
premises of (a) a decree or order for relief in respect of the Bank in an
involuntary case or proceeding under any applicable United States federal or
state bankruptcy, insolvency, reorganization or other similar law or (b) a
decree or order appointing a conservator, receiver, liquidator, assignee,
trustee, sequestrator or any other similar official of the Bank, or of
substantially all of the property of the Bank, or ordering the winding up or
liquidation of the affairs of the Bank, and the continuance of any such decree
or order for relief or any such other decree or order unstayed and in effect for
a period of 60 consecutive days; or (iv) the commencement by the Bank of a
voluntary case or proceeding under any applicable United States federal or state
bankruptcy, insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated as bankrupt or insolvent, or the consent by the
Bank to the entry of a decree or order for relief in an involuntary case or
proceeding under any applicable United States federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding, or the filing by the Bank of a
petition or answer or consent seeking reorganization or relief under any
applicable United States federal or state law, or the consent by the Bank to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Bank or of substantially all of the property of the Bank, or the
making by the Bank of an assignment for the benefit of creditors, or the taking
of corporate action by the Bank in furtherance of any such action. If an Event
of Default shall occur and be continuing, the holder of this Senior Note may
declare the principal amount of, and accrued interest and premium, if any, on,
this Senior Note due and payable immediately by written notice to the Bank.
Upon such declaration and notice,
-17-
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 Senior Note may be waived by the holder hereof.
No provision of this Senior Note shall alter or impair the obligation of
the Bank, which is absolute and unconditional, to pay the principal, and
premium, if any, and interest on, this Senior 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 Senior
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 "Senior Note Register") in which, subject to
such reasonable regulations as it may prescribe, the Bank shall provide for the
registration of the Senior Notes and of transfers of the Senior Notes. The Bank
is hereby initially appointed "Senior Note Registrar" for the purposes of
registering the Senior Notes and transfers of the Senior Notes as herein
provided.
The transfer of this Senior Note is registrable in the Senior Note
Register, upon surrender of this Senior 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 Senior 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 Senior
Note that has been called for redemption during a period beginning at the
opening of business fifteen calendar days before the date of mailing of a notice
of such redemption and ending at the close of business on the date 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 Senior 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 Senior Note is required to
hold a beneficial interest in $250,000 principal amount or any integral
-18-
multiple of $1,000 in excess thereof of this Senior Note at all times.
Prior to due presentment of this Senior 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 Senior Note is registered as the owner
hereof for all purposes, whether or not this Senior 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 Senior Note shall be in writing and
addressed to the Bank at 50 South LaSalle Street, Chicago, Illinois 60675, or to
such other address of the Bank as the Bank may notify the holders of the Senior
Notes.
This Senior Note shall be governed by, and construed in accordance with,
the laws of the State of Illinois.
As used in this Senior Note, the term "Agents" shall mean Goldman Sachs &
Co., CS First Boston Corporation, J.P. Morgan Securities Inc., Lehman Brothers,
Lehman Brothers Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce Fenner &
Smith Incorporated, and any other person, firm or entity which shall hereafter
be designated as an "Agent" under that certain Amended and Restated Distribution
Agreement, dated September 6, 1995, among the Bank, Northern Trust Corporation
and the Agents (as hereinabove defined).
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed.
THE NORTHERN TRUST COMPANY
By:__________________________________
Authorized Signatory
-19-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of the within Senior 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.
-20-
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 Senior Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
to transfer said Senior 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 Senior Note in every
particular, without alteration or enlargement
or any change whatsoever.
-21-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Bank to
repay this Senior Note (or portion hereof specified below) pursuant to its terms
and at a price equal to 100% of the principal amount hereof to be repaid,
together with accrued and unpaid interest hereon, payable to the date of
repayment, to the undersigned, at _____________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Senior Note to be repaid, the undersigned must give to the Paying
Agent at its offices located at 50 South LaSalle Street (Level BB-A), Chicago,
Illinois 60675, Attention: Securities Services, or at such other place or places
of which the Bank shall from time to time notify the holders of the Senior
Notes, not more than 60 days nor less than 30 days prior to the date of
repayment, this Senior Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Senior Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000) which
the holder elects to have repaid and specify the denomination or denominations
(which shall be $250,000 or an integral multiple of $1,000 in excess thereof) of
the Senior Notes to be issued to the holder for the portion of this Senior Note
not being repaid (in the absence of any such specification, one such Senior Note
will be issued for the portion not being repaid):
$________________________
Dated:___________________ __________________________________________
NOTICE: The signature on this "Option to
Elect Repayment" form must correspond with
the name as written upon the face of the
within Senior Note in every particular,
without alteration or enlargement or any
change whatsoever.
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