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[FORM OF SENIOR FIXED RATE GLOBAL MEDIUM-TERM NOTE]
THIS NOTE IS A DIRECT, UNCONDITIONAL UNSECURED AND UNSUBORDINATED OBLIGATION OF
BANK OF BOSTON CORPORATION (THE "CORPORATION"), IS NOT A SAVINGS ACCOUNT,
DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF THE
CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SENIOR
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY"), OR ITS NOMINEE, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR 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 DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
BENEFICIAL INTERESTS IN THIS CERTIFICATE WILL BE SHOWN ON, AND TRANSFERS
THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY AND
ITS PARTICIPANTS. THE FIRST NATIONAL BANK OF BOSTON, IN BOSTON, MASSACHUSETTS
AND BANCBOSTON TRUST COMPANY OF NEW YORK IN THE BOROUGH OF MANHATTAN, THE CITY
OF NEW YORK (COLLECTIVELY, THE "PAYING AGENTS") WILL ACT AS THE CORPORATION'S
PAYING AGENTS WITH RESPECT TO THIS NOTE. THE CORPORATION MAY AT ANY TIME
RESCIND THE DESIGNATION OF A PAYING AGENT, APPOINT A SUCCESSOR PAYING AGENT OR
APPROVE A CHANGE IN THE OFFICE THROUGH WHICH ANY PAYING AGENT ACTS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE CORPORATION OR ITS AGENTS FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
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REGISTERED PRINCIPAL AMOUNT
No. FX _______________ CUSIP No. _______________ _______________
BANK OF BOSTON CORPORATION
SENIOR MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT Authorized Denomin
(if other than IN SPECIFIED CURRENCY ations:
U.S. dollars) (only applicable if
Specified Currency is [ ] $1,000 and integral
other than U.S. dollars): multiples thereof.
[ ] Yes [ ] No [ ] Other:
EXCHANGE RATE AGENT:
INTEREST PAYMENT DATE(S) REGULAR RECORD DATES
[ ] At Maturity only (FOR NOTES WITH MATURITIES
[ ] June 15 and December 15 GREATER THAN ONE YEAR):
[ ] Other: [ ] June 1 AND December 1
[ ] OTHER:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO .
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
ORIGINAL ISSUE DISCOUNT NOTE:
DEFAULT RATE: [ ] Yes
[ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS: Issue Price: %
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Bank of Boston Corporation, a Massachusetts corporation ("Issuer" or the
"Corporation", which terms include any successor corporation under the Senior
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal amount stated above on the
Stated Maturity Date specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date), and to pay interest thereon at the Interest
Rate per annum specified above, until the principal hereof is paid or duly made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the Default Rate per annum specified above on
any overdue principal and premium, if any, and on any overdue installment of
interest.
The Corporation will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date next succeeding
the Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Senior Indenture, being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date falls between a Regular
Record Date (as defined below) and the next succeeding Interest Payment Date,
interest payments will commence on the Interest Payment Date immediately
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date. Unless otherwise specified above,
the "Regular Record Date" with respect to any Interest Payment Date shall be
the June 1 or December 1 (whether or not a Business Day (as defined below)), as
the case may be, next preceding the applicable Interest Payment Date. Interest
on this Note will accrue from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for or, if no interest
has been paid or duly provided for, from and including the Original Issue Date
specified above, to but excluding such Interest Payment Date or Maturity, as
the case may be. If the Maturity or an Interest Payment Date for this Note
falls on a day which is not a Business Day, the related payment of principal,
premium, if any, or interest will be made on the next succeeding Business Day
with the same force and effect as if made on such Maturity or Interest Payment
Date, as the
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case may be, and no interest shall accrue on the amount so payable for the
period from and after such Maturity or Interest Payment Date, as the case may
be. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Senior Indenture, be paid to the
Person in whose name this Note (or one or more predecessor securities) is
registered at the close of business on the Regular Record Date for such
Interest Payment Date. Any such interest which is payable, but not punctually
paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and may be paid to the Person in whose name
this Note 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
whereof shall be given to the Holder of this Note not less than 10 days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner, all as more fully provided in the Senior Indenture. Interest payable
at Maturity will be payable to the Person to whom the principal hereof shall be
payable.
This Note will constitute Senior Indebtedness (as defined in the Senior
Indenture) ranking on a parity with other unsecured Senior Indebtedness of the
Corporation.
Reference herein to "this Note", "hereof", "herein" and comparable terms
shall include an Addendum hereto if an Addendum is specified above.
Reference is hereby made to the further provisions of this Note 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
Authenticating Agent by the manual signature of one of its authorized
signatories, this Note shall not be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed.
BANK OF BOSTON CORPORATION
[SEAL] By:
Name:
Title:
Attest:
By: _________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This Note is one of the Securities
referred to in the Senior Indenture
referred to herein.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: The First National Bank of Boston, as
Authenticating Agent
By: ________________________ Dated: ______________
Name:
Title:
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[Reverse of Note]
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Corporation designated as its Senior
Medium-Term Notes (the "Notes"). The Notes are issued and to be issued under a
Senior Indenture dated as of June 15, 1992 (herein the "Senior Indenture")
between the Corporation and Norwest Bank Minnesota, National Association,
Trustee (the "Trustee" which term shall include any duly appointed successor
trustee acting in such capacity), to which Senior Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Corporation, the Trustee and the Holders of the
Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. Copies of the Senior Indenture are on file and
available for inspection at the offices of the Trustee located at 6th Street
and Marquette Avenue, Minneapolis, Minnesota 55479 or at such other place or
places the Trustee shall designate by notice to the person in whose name this
Note is registered (the "Holder") on the Security Register (as defined below).
The terms of individual Notes may vary with respect to interest rates or
interest rate formulas, issue dates, maturity, redemption, repayment, currency
of payment and otherwise.
The Notes are issuable only in registered form without coupons in the
Authorized Denominations specified on the face hereof. As provided in the
Senior Indenture and subject to certain limitations therein set forth, the
Notes are exchangeable for a like aggregate principal amount of Notes
denominated as authorized, as requested by the Holder surrendering the same.
Unless otherwise specified herein, payments of principal of and premium,
if any, and interest on this Note are payable by the Corporation in the
Specified Currency specified on the face hereof (or, if such Specified Currency
is not at the time of such payment legal tender for the payment of public and
private debts, in such other coin or currency of the country which issued such
Specified Currency as at the time of such payment is legal tender for the
payment of such debts). If the Specified Currency specified on the face hereof
is other than United States dollars, any such amounts paid by the Corporation
will be converted by the Exchange Rate Agent specified on the face hereof into
United States dollars for payment to the Holder of this Note.
If the Specified Currency on the face hereof is other than United States
dollars, any United States dollar amount to be
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received by the Holder of this Note will be based on the highest bid quotation
in The City of New York received by the Exchange Rate Agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Corporation for the purchase by the quoting dealer of the
Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders
of Foreign Currency Notes denominated in a currency other than United States
dollars scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the Holder of this Note by deductions from such payments. If
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.
The Holder of this Note may elect to receive payment of the principal of
and premium, if any, and/or interest on this Note in the Specified Currency
specified on the face hereof by submitting a written request for such payment
to the Trustee at its principal corporate trust office in Minneapolis,
Minnesota on or prior to the applicable Record Date or at least fifteen
calendar days prior to the Maturity, as the case may be. Such written request
may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. The Holder of this Note may elect to receive payment
in the applicable Specified Currency for all such principal, premium, if any,
and interest payments and need not file a separate election for each payment.
Such election will remain in effect until revoked by written notice to the
Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Record Date or at least fifteen calendar
days prior to the Maturity, as the case may be.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest in the Specified Currency
specified on the face hereof and the applicable Specified Currency is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Corporation, the Corporation shall be entitled to
satisfy its obligations to the Holder hereof by making such payment in United
States dollars on the basis of the Market Exchange Rate on the second Business
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as
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otherwise provided herein. The "Market Exchange Rate" for a Specified Currency
other than United States dollars means the noon dollar buying rate in The City
of New York for cable transfer for such Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
United States dollars where the required payment is in a Specified Currency
other than United States dollars will not constitute an Event of Default under
the Senior Indenture with respect to this Note.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest hereon in the Specified
Currency specified on the face hereof and such Specified Currency is European
Currency Units ("ECUs") or another currency unit, and such currency unit is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Corporation's control, then the Corporation shall be entitled, but
not required, to make any payments in respect of this Note in United States
dollars until such currency unit is again available. The amount of each
payment in United States dollars shall be computed on the basis of the
equivalent of the currency unit in United States dollars, which shall be
determined by the Exchange Rate Agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts
that were components of the currency unit as of the last day on which the
currency unit was used. The equivalent of the currency unit in United States
dollars shall be calculated by aggregating the United States dollar equivalents
of the Component Currencies. The United States dollar equivalent of each of
the Component Currencies shall be determined by the Exchange Rate Agent on the
basis of the most recently available Market Exchange Rate for each such
Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
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sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder hereof.
Except as otherwise provided in the Senior Indenture and as set forth
below, the Notes will be represented by one or more global securities,
registered in the name of the Depositary or its nominee and ownership of the
Notes shall be maintained in book-entry form by the Depositary for the accounts
of participating organizations of the Depositary. This Note is exchangeable
for definitive Notes in registered form to persons other than the Depositary or
its nominee only if (a) the Depositary notifies the Corporation in writing that
it is no longer willing or able to continue as a depositary for the Notes or if
the Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and a successor depositary is not appointed
by the Corporation within ninety days after the effective date of the
Depositary's ceasing to act as depositary for the Notes, (b) the Corporation,
at its option, notifies the Trustee in writing that it elects to cause the
issuance of Notes in definitive form, or (c) any event shall have happened and
be continuing which, after notice or lapse of time, or both, would constitute
an Event of Default with respect to the Notes. In the event of such
occurrences, upon the surrender by the Depositary or a successor depositary of
this Note the Corporation will execute, and the Trustee will, upon the
execution of the then standard form of the Trustee's agreement for certificated
securities and upon receipt of instructions in writing from the Corporation,
authenticate and deliver securities of like tenor and terms in definitive form
to each person that the Depositary or a successor depositary identifies as the
beneficial owner of an interest in this Note in an aggregate principal amount
equal to the principal amount of Notes represented by this Note then
outstanding in exchange for this Note. Any such certificated security will be
issued in fully registered form, without coupons, in an Authorized Denomination
specified on the face hereof. Such certificated security may not subsequently
be exchanged by a Holder for Notes in denominations of less than the minimum
Authorized Denomination specified on the face hereof.
This Note is not subject to any sinking fund or to the defeasance or
covenant defeasance provisions of the Senior
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Indenture and, unless otherwise provided above in accordance with the
provisions of the following paragraphs, is not redeemable or repayable prior to
the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Corporation on
any date on and after the Initial Redemption Date, if any, specified above. If
no Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (or, if the Specified Currency indicated on the
face hereof is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof) at the option of the Corporation at
the applicable Redemption Price (as defined below), together with unpaid
interest, if any, accrued hereon at the applicable rate payable 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. In
the event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof. Whenever less than all the Notes at any time outstanding
are to be redeemed, the terms of the Notes to be so redeemed shall be selected
by the Corporation. In the event of redemption of this Note in part only, a
new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall initially
be the Initial Redemption Percentage, specified above, of the principal amount
of this Note to be redeemed and, if greater than 100%, shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified above, of the principal amount to be redeemed
until the Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder on the
Optional Repayment Date(s), if any, indicated above. If no Optional Repayment
Date(s) are set forth above, this Note is not subject to repayment at the
option of the Holder hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part in increments
of $1,000 (or, if the Specified Currency indicated on the face hereof is other
than United States dollars, in the minimum Authorized Denomination specified on
the face hereof) at the option of the Holder hereof at a repayment price equal
to the
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sum of (i) 100% of the unpaid principal amount to be repaid plus (ii) accrued
interest, if any, hereon at the applicable rate payable to the relevant
Optional Repayment Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the form entitled
"Option to Elect Repayment" below duly completed, by one of the Paying Agents
at its office, or such address which the Corporation shall from time to time
notify the Holders of the Notes, not more than 60 nor less than 30 days prior
to the relevant Optional Repayment Date. Exercise of such repayment option by
the Holder hereof shall be irrevocable. In the event of repayment of this Note
in part only, a new Note for the unrepaid portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.
While this Note is held by or on behalf of the Depositary, and
registered in the name of the Depositary or the Depositary's nominee, the
option for repayment may be exercised by the applicable participant that has an
account with the Depositary, on behalf of the beneficial owners of this Note,
by delivering a written notice substantially similar to the above mentioned
form to one of the Paying Agents at its office (or such other address of which
the Corporation shall from time to time notify the Holders), not more than 60
nor less than 30 days prior to the date of repayment. Notices of elections
from participants on behalf of beneficial owners of this Note to exercise their
option to have the interests of such beneficial owners in this Note repaid must
be received by one of the Paying Agents not later than 5:00 P.M., New York City
time, on the last day for giving such notice. In order to ensure that a notice
is received by one of the Paying Agents on a particular day, the beneficial
owner of this Note must so direct the applicable participant before such
participant's deadline for accepting instructions for that day. Different
firms may have different deadlines for accepting instructions from their
customers. Accordingly, beneficial owners of this Note should consult the
participants through which they own their interest herein for the respective
deadlines for such participants. All notices shall be executed by a duly
authorized officer of such participant (with signature guaranteed) and shall be
irrevocable. In addition, beneficial owners of this Note shall effect delivery
at the time such notices of election are given to the Depositary by causing the
applicable participant to transfer such beneficial owner's interest in this
Note, on the Depositary's records, to the Trustee.
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Interest payments on this Note shall include interest accrued from and
including the Original Issue Date indicated above, or the most recent date to
which interest has been paid or duly provided for, to but excluding the related
Interest Payment Date or Maturity, as the case may be. Interest payments for
this Note shall be computed and paid on the basis of a 360-day year of twelve
30-day months if the Day Count Convention specified above is "30/360" for the
period specified thereunder, on the basis of the actual number of days in the
related month and a 360-day year if the Day Count Convention specified above is
"Actual/360" for the period specified thereunder or on the basis of the actual
number of days in the related year and month if the Day Count Convention
specified above is "Actual/Actual" for the period specified thereunder.
As used herein, "Business Day" means, unless otherwise specified above,
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 or Boston, Massachusetts;
provided, however, that, if the Holder hereof shall have duly made an election
to receive payments of principal of and premium, if any, and/or interest on
this Note in the Specified Currency specified on the face hereof, 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 of the
country of such Specified Currency (or, in the case of ECUs, is not a day
designated as an ECU Non-Settlement Day by the ECU Banking Association or
otherwise generally regarded in the ECU interbank market as a day on which
payments in ECUs shall not be made).
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its Interest Payment Dates or any
other matter relating hereto may be modified as specified in an Addendum
relating hereto if so specified above.
If an Event of Default (as defined in the Senior Indenture) with respect
to the Notes shall occur and be continuing, the principal of all the Notes may
be declared due and payable in the manner and with the effect provided in the
Senior Indenture.
If this Note is an Original Issue Discount Note, the amount payable to
the Holder of this Note in the event of redemption, repayment or acceleration
of maturity will be equal to (i) the Amortized Face Amount (as defined below)
as of the date of such
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event, plus (ii) with respect to any redemption of an Original Issue Discount
Note, the Initial Redemption Percentage specified on the face hereof (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any portion
of such Issue Price which has been paid prior to the date of redemption, or the
portion of the Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any accrued interest to
the date of such event the payment of which would constitute qualified stated
interest payments within the meaning of Treasury Regulation 1.1273-1(c) under
the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized
Face Amount" shall mean an amount equal to (i) the Issue Price hereof plus (ii)
the aggregate portions of the original issue discount (the excess of the
amounts considered as part of the "stated redemption price at maturity" of such
Original Issue Discount Note within the meaning of Section 1273(a)(2) of the
Code, whether denominated as principal or interest, over the Issue Price) which
shall theretofore have accrued pursuant to Section 1272 of the Code (without
regard to Section 1272(a)(7) of the Code) from the date of issue of such
Original Issue Discount Note to the date of determination, minus (iii) any
amount considered as part of the "stated redemption price at maturity" of such
Original Issue Discount Note which has been paid from the date of issue to the
date of determination.
The Senior Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Corporation and the rights of the Holders of the Securities
of each series to be affected under the Senior Indenture at any time by the
Corporation and the Trustee with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding, as
defined in the Senior Indenture, of each series affected thereby. The Senior
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Securities of each
series at the time, on behalf of the Holders of all Securities of each series,
to waive compliance with certain provisions of the Senior Indenture and certain
past defaults under the Senior Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note
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
Note.
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No reference herein to the Senior Indenture and no provision of this
Note or of the Senior Indenture shall alter or impair the obligation of the
Corporation, which is absolute and unconditional, to pay the principal of and
interest on this Note at the time, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Senior Indenture and subject to certain limitations
therein set forth, this registered Note may be presented for transfer (duly
endorsed or accompanied by a written instrument of transfer, if so required by
the Corporation or the Security Registrar) or exchanged for other Notes of the
same series at the office of BancBoston Trust Corporation of New York in The
City of New York or the principal office of The First National Bank of Boston
in The City of Boston.
No service charge shall be made for any such registration of transfer or
exchange, but the Corporation 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 Note for registration of transfer, the
Corporation or the Trustee and any agent of the Corporation or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Corporation,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Note and the Senior Indenture shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts.
All terms used in this Note which are defined in the Senior Indenture
shall have the meanings assigned to them in the Senior Indenture.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at _______________________
______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, one of the Paying Agents must receive at its
office, or at such other place or places of which the Corporation shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown above, this Note with
this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000 (or, if the
Specified Currency indicated on the face hereof is other than United States
dollars, the minimum Authorized Denomination specified on the face hereof))
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be an Authorized Denomination) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$___________________________
NOTICE: The signature on this
Date ______________________ Option to Elect Repayment must
correspond with the name as
written upon the face of this Note
in every particular, without
alteration or enlargement or any
change whatever.
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ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________________________________
__________________________ attorney to transfer said Note on the books of the
Corporation with full power of substitution in the premises.
Dated:
NOTICE: The signature of the registered Holder to this assignment must
correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or any
change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--......Custodian......
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of
survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
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