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EXHIBIT 4(i)
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), 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.
THE SUBORDINATED NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS
OF ANY BANK OR NONBANK SUBSIDIARY OF FLEET BOSTON CORPORATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY
OTHER GOVERNMENT AGENCY.
REGISTERED REGISTERED
NUMBER R- $
FLEET BOSTON CORPORATION
% SUBORDINATED NOTES DUE
CUSIP:
FLEET BOSTON CORPORATION, a Rhode Island corporation (hereinafter called
the "Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of $ on , and to pay
interest thereon from , or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on
the day of and in each year, commencing , at the rate of % per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Subordinated Note (or one or more Predecessor Subordinated Notes) is
registered at the close of business on the day of and the day of in
each year; provided, however, that in case of a Subordinated Note originally
issued between a Regular Record Date and the Interest Payment Date or on an
Interest Payment Date relating to such Regular Record Date, interest for the
period beginning on the date of issue and ending on such Interest Payment Date
shall be paid on the next succeeding Interest Payment Date to the Person in
whose name this Subordinated Note (or one or more Predecessor Subordinated
Notes) is registered at the close of business on the Regular Record Date with
respect to such succeeding Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Subordinated Note (or one or more Predecessor Subordinated Notes) 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 Holders of Subordinated Notes of this series not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Subordinated Notes of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture. Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months.
Payment of the principal of (and premium, if any) and any such interest on
this Subordinated Note will be made at the offices or agencies of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or in The City of Providence, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check drawn upon any Paying Agent and mailed on or prior
to an Interest Payment Date to the address of the Person entitled thereto as
such address shall appear in the Security Register.
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This Subordinated Note is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued under an
Indenture dated as of December 6, 1999 (the "Indenture"), between the Company
and The Bank of New York, a New York banking corporation (herein called the
"Trustee", which term includes any successor Trustee under the Indenture), to
which Indenture and all Indentures supplemental thereto reference is hereby made
for a statement of the respective rights of the Company, the Trustee and the
Holders of the Securities, and the terms upon which the Securities are, and are
to be, authenticated and delivered. This Subordinated Note is one of a series of
Subordinated Notes of the Company designated as its % Subordinated Notes Due
(herein called the "Subordinated Notes"), initially limited in aggregate
principal amount to $ .
Upon any distribution of assets of the Company upon dissolution, winding
up, liquidation or reorganization, the payment of the principal of, premium, if
any, and interest on, the Subordinated Notes is to be subordinated in right of
payment to the extent provided in the Indenture to the prior payment in full of
all Senior Indebtedness and Other Financial Obligations of the Company (each as
defined in the Indenture). Each Holder of the Subordinated Notes, by the
acceptance thereof, agrees to and shall be bound by such provisions of the
Indenture. The Subordinated Notes may not be redeemed prior to maturity.
As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Subordinated Note may be registered in the
Security Register of the Company upon surrender of this Subordinated Note for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Subordinated
Note are payable, duly endorsed by, or accompanied by, a written instrument of
transfer in form satisfactory to the Company, duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Subordinated Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Subordinated Notes are issuable only as registered Subordinated Notes
without coupons in denominations of $1,000 and integral multiples of $1,000. As
provided in the Indenture, and subject to certain limitations set forth therein,
this Subordinated Note is exchangeable for a like aggregate principal amount of
Subordinated Notes of different authorized denominations, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Subordinated
Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Subordinated Note is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Subordinated Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
If an Event of Default with respect to the Subordinated Notes shall occur
and be continuing, the principal hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the trustee under
each series to be affected with the consent of the Holders of 66 2/3% in
principal amount of the Outstanding Securities of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Securities of any
series, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Subordinated Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Subordinated Note and of
any Subordinated Notes 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 Subordinated Note.
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No reference herein to the Indenture and no provision of this Subordinated
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest, if any, on this Subordinated Note at the times, place and
rate, and in the coin and currency, herein prescribed.
All terms used in this Subordinated Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an authenticating agent, by the manual signature of
an authorized officer, this Subordinated Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION FLEET BOSTON CORPORATION
This is one of the Securities of
the series provided for under the
within-mentioned Indenture.
By____________________________
The Bank of New York, a New York banking Chairman and Chief Executive
corporation as Trustee Officer
By______________________________________ By____________________________
Authorized Officer Secretary
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
Name and address of assignee, including zip code, must be printed or
typewritten)
________________________________________________________________________________
________________________________________________________________________________
the within Subordinated Note, and all rights thereunder, hereby irrevocably
constituting and appointing
________________________________________________________________________________
Attorney to transfer said Subordinated Note on the books of the within Company,
with full power of substitution in the premises.
Dated:___________ ________________________________
NOTICE: The signature to this assignment
must correspond with the name as
it appears upon the face of the
within or attached Subordinated
Note in every particular, without
alteration or enlargement or any
change whatever.