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EXHIBIT 4(c)
[FORM OF SUBORDINATED FIXED RATE GLOBAL MEDIUM-TERM NOTE]
THIS NOTE IS A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANKBOSTON
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 THE CORPORATION EVIDENCED BY
THIS NOTE ARE TO THE EXTENT AND IN THE MANNER SET FORTH HEREIN, SUBORDINATE TO
THE 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. BANKBOSTON, N.A. IN BOSTON, MASSACHUSETTS AND SECURITIES TRANSFER
& REPORTING SERVICES, INC. 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.__________________
BANKBOSTON 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
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
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[ ] No
DISCOUNT NOTE:
DEFAULT RATE: [ ] Yes
[ ] No
Issue Price: %
OTHER PROVISIONS:
BankBoston 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 of
___________________, 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
be. If the Maturity or an Interest Payment Date for this Note
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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 and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall for all purposes have the same force and
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.
BANKBOSTON 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: BANKBOSTON, N.A., as
Authenticating Agent
By: __________________________ Dated: ___________________
Name:
Title:
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[Reverse of Note]
BankBoston Corporation
Medium-Term Note
(Subordinated Fixed Rate)
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 BANKBOSTON,
N.A. 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 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
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(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 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
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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 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
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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 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 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 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.
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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 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
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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, 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
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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.
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 (as
defined below) of the country issuing such Specified Currency unless the
Specified Currency is ECU, in which case such day is also not a day that appears
as an ECU non-settlement day on the display designated as "ISDE" on the Reuter
Monitor Money Rates Service (or is not a day designated as an ECU non-settlement
day by the ECU Banking Association) or, if
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ECU non-settlement days do not appear on that page (and are not so designated),
a day that is not a day on which payments in ECU cannot be settled in the
international interbank market). "Principal Financial Center" means the capital
city of the country issuing the Specified Currency (except as described in the
immediately preceding sentence with respect to ECU), except that with respect to
U.S. dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, Italian lire and Swiss francs, the "Principal Financial Center" shall
be The City of New York, Sydney, Toronto, Frankfurt, Amsterdam, Milan and
Zurich, respectively.
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 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 specified on the face hereof as a Discount Note, the amount
payable to the Holder of this Note in the event of redemption, repayment or
acceleration of maturity of this Note will be equal to the sum of (1) the Issue
Price specified on the face hereof (increased by any accruals of the Discount,
as defined below) and, in the event of any redemption of this Note (if
applicable), multiplied by the Initial Redemption Percentage (as adjusted by the
Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid
interest accrued thereon to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price and 100% of the principal amount of this Note is referred to herein as the
"Discount."
For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period), a constant coupon
rate equal to the initial interest rate applicable to this Note and an
assumption that the maturity of this Note will not be accelerated. If the period
from the Original Issue Date to the initial Interest Payment Date (the "Initial
Period") is shorter than the compounding period for this Note, a proportionate
amount of the yield for an entire compounding period will be accrued. If the
Initial Period is longer than the compounding period, then such period will be
divided into a regular compounding period and a
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short period, with the short period being treated as provided in the preceding
sentence.
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 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 or formula, 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 Securities Transfer & Reporting
Services, Inc. in The City of New York or the principal office of BankBoston,
N.A. 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.
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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 Social Security or 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 Note, 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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