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[FORM OF SUBORDINATED FIXED RATE GLOBAL MEDIUM-TERM NOTE]
THIS NOTE IS A DIRECT, UNCONDITIONAL AND UNSECURED 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. THE OBLIGATIONS OF BANK OF BOSTON CORPORATION
EVIDENCED BY THIS NOTE ARE TO THE EXTENT AND IN THE MANNER SET FORTH HEREIN,
SUBORDINATE TO BANK OF BOSTON CORPORATION'S OBLIGATIONS TO HOLDERS OF ITS
SENIOR INDEBTEDNESS.
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
SUBORDINATED 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 [ ] $1,000 and integral
Specified Currency is multiples thereof.
other than [ ] Other:
U.S. dollars):
[ ] Yes [ ] No
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 PERCENTAGE REDUCTION:
DATE: PERCENTAGE:
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
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ORIGINAL ISSUE DISCOUNT NOTE:
DEFAULT RATE: [ ] Yes
[ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS: Issue Price: %
Bank of Boston Corporation, a Massachusetts corporation ("Issuer" or the
"Corporation", which terms include any successor corporation under the
Subordinated 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 Subordinated 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
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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
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 Subordinated 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 Subordinated Indenture. Interest
payable at Maturity will be payable to the Person to whom the principal hereof
shall be payable.
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 Subordinated 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 Subordinated
Medium-Term Notes (the "Notes"). The Notes are issued and to be issued under a
Subordinated Indenture dated as of June 15, 1992 (as amended by the First
Supplemental Indenture dated as of June 24, 1993 (the "First Supplemental
Indenture," referred to collectively herein with the Subordinated Indenture as
the "Subordinated Indenture")), between the Corporation and Norwest Bank
Minnesota, National Association, as Trustee (the "Trustee" which term shall
include any duly appointed successor trustee acting in such capacity), to which
Subordinated 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 Subordinated 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
Subordinated 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.
PAYMENT OF PRINCIPAL OF THIS NOTE MAY BE ACCELERATED ONLY IN CERTAIN
EVENTS INVOLVING THE BANKRUPTCY OF THE CORPORATION OR THE RECEIVERSHIP OF THE
FIRST NATIONAL BANK OF BOSTON. THERE IS NO RIGHT OF ACCELERATION IN THE CASE
OF A DEFAULT IN THE PAYMENT OF PRINCIPAL OR INTEREST ON THIS NOTE OR ANY
DEFAULT IN THE PERFORMANCE OF ANY OTHER COVENANT OR AGREEMENT IN THIS NOTE OR
IN THE SUBORDINATED INDENTURE.
The Corporation, for itself, its successors and assigns, covenants and
agrees, and each Holder of this Note likewise covenants and agrees by his, her
or its acceptance hereof, (A) that the obligation of the Corporation to make
any payment on account of the principal of and interest on each and all of the
Securities shall be subordinate and junior in right of payment to
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the Corporation's obligations to the holders of Senior Indebtedness of the
Corporation (other than Additional Senior Obligations) and under the
circumstances described in clause (B)(ii) of this sentence, to the holders of
Additional Senior Obligations, to the extent provided herein, and (B) that in
the case of any bankruptcy, insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Corporation as a whole, whether voluntary or involuntary (i) all obligations of
the Corporation to the holders of Senior Indebtedness of the Corporation (other
than Additional Senior Obligations) shall be entitled to be paid in full before
any payment shall be made on account of the principal (including principal to
be paid by delivery of Capital Securities) of, or premium, if any, or interest,
if any, on the Securities or on any Indebtedness Ranking on a Parity with the
Securities and (ii) after payment in full of all sums owing with respect to
Senior Indebtedness of the Corporation (other than Additional Senior
Obligations), the holders of the Securities, together with the holders of any
Indebtedness Ranking on a Parity with the Securities, shall be entitled,
ratably, to be paid from the remaining assets of the Corporation the amounts at
the time due and owing on account of unpaid principal of, premium, if any, and
interest on the Securities and on any Indebtedness Ranking on a Parity with the
Securities before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or any Indebtedness
Ranking Junior to the Securities, provided, however, that if, after giving
effect to the operation of clause (B)(i) above, (x) any amount of cash,
property or securities remains available for payment or distribution in respect
of the Securities (such cash, property or securities constituting "Excess
Proceeds") and (y) creditors in respect of Additional Senior Obligations have
not received payment in full of amounts due or to become due thereon or payment
of such amounts has not been duly provided for, then such Excess Proceeds shall
first be applied, ratably if and to the extent provided with respect to any
other subordinated indebtedness of the Corporation, to pay or provide for the
payment in full of all such Additional Senior Obligations before any payment
shall be made on account of the principal of or interest on the Securities.
In addition, in the event of any proceeding described in clause (B)
above, if any payment or distribution of assets of the Corporation of any kind
or character, whether in cash, property or securities, including any such
payment or distribution which may be payable or deliverable by reason of the
payment of any other indebtedness of the Corporation being subordinated to the
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payment of the Securities, shall be received by the Trustee or the Holders of
the Securities before all Senior Indebtedness of the Corporation is paid in
full, such payment or distribution shall be held in trust for the benefit of
and shall be paid over to the holders of such Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued for application to the payment first, of all
such Senior Indebtedness of the Corporation (other than Additional Senior
Obligations) remaining unpaid and second, of all Senior Indebtedness of the
Corporation constituting Additional Senior Obligations until all such Senior
Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.
The subordination provisions of the foregoing paragraphs shall not be
applicable to amounts at the time due and owing on the securities of any series
on account of the unpaid principal of (or premium, if any) or interest, if any,
on the securities of any series for the payment of which funds have been
deposited in trust with the Trustee or any Paying Agent or have been set aside
by the Corporation in trust in accordance with the provisions of the
Subordinated Indenture; nor shall such provisions impair any rights, interests,
remedies or powers of any secured creditor of the Corporation in respect of any
security the creation of which is not prohibited by the provisions of the
Subordinated Indenture.
In addition, in the event and during the continuation of any default in
the payment of principal of, or premium, if any, or interest on, any Senior
Indebtedness of the Corporation (other than Additional Senior Obligations)
beyond any applicable period of grace, or in the event that any event of
default with respect to any Senior Indebtedness of the Corporation (other than
Additional Senior Obligations) shall have occurred and be continuing, or would
occur as a result of the payment referred to hereinafter, permitting the
holders of such Senior Indebtedness (or trustee on behalf of the holders
thereof) to accelerate the maturity thereof, then, unless and until such
default or event of default shall have been cured or waived or shall have
ceased to exist, no payment of principal of or interest on the Securities, or
in respect of any redemption, exchange, retirement, purchase or other
acquisition of any of the Securities, shall be made by the Corporation.
The securing of any Indebtedness Ranking on a Parity with the Securities
or Indebtedness Ranking Junior to the Securities shall not be deemed to prevent
such obligations from constituting
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Indebtedness Ranking on a Parity with the Securities or Indebtedness Ranking
Junior to the Securities.
Each Holder of this Note, by the acceptance hereof, agrees to be bound
by the terms and conditions set forth in this Note and in the Subordinated
Indenture, including, without limitation, Article XIII thereof.
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 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
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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 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 Subordinated 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
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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
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 Subordinated 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
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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 Subordinated 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 the 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,
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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 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.
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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.
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
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modified as specified in an Addendum relating hereto if so specified above.
If an Event of Default (as defined in the Subordinated 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 Subordinated 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 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 Subordinated 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 Subordinated 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 Subordinated Indenture, of each series affected thereby. The
Subordinated Indenture also
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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 Subordinated Indenture and certain
past defaults under the Subordinated 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.
No reference herein to the Subordinated Indenture and no provision of
this Note or of the Subordinated 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 Subordinated 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 Subordinated 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 Subordinated
Indenture shall have the meanings assigned to them in the Subordinated
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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