EXHIBIT 4
STATE STREET BOSTON CORPORATION
GLOBAL NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a limited-purpose trust company organized under the
New York Banking Law ("DTC"), to the Company 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.
STATE STREET BOSTON CORPORATION
7.35% Notes Due June 15, 2026
No. 1 $150,000,000
CUSIP 857473AE2 Issue Date: June 21, 1996
Holder's Optional Repayment Date: June 15, 2006
State Street Boston Corporation, a corporation duly organized and existing under
the laws of The Commonwealth of Massachusetts (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of One Hundred Fifty Million Dollars
($150,000,000) on June 15, 2026 and to pay interest thereon from June 15, 1996
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on June 15 and December 15 in each year,
commencing December 15, 1996 at the rate of 7.35% 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 Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the June 1 or
December 1 (whether or not a Business Day), as the case may be, next preceding
such 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 Security (or
one or more Predecessor Securities) 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 Securities 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 Securities 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.
Payment of the principal of (and premium, if any) and any such interest on this
Security will be made at the offices or agencies of the Company maintained for
that purpose in the City of Boston, Massachusetts (the "Place of Payment"), 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 that for so
long as this Security is a Global Security, payment of the principal of (and
premium, if any) and any interest on this Security will be made by the Paying
Agent by wire transfer of immediately available funds to a separate account of
the Depositary or its nominee at the Federal Reserve Bank of New York, provided
that, in the case of payments made at maturity of such Global Security, the
Global Security is presented to the Paying Agent in time for the Paying Agent to
make such payments in accordance with its normal procedures.
This Security may be subject to redemption at the option of the Holder hereof in
accordance with the terms hereof on the Holder's Optional Repayment Date
specified on the face hereof. The redemption option may be exercised on the
Holder's Optional Repayment Date for the entire principal amount hereof or less
than the entire principal amount hereof, so long as the principal amount to be
redeemed is equal to $1000 or an integral multiple of $1000 and any remaining
principal amount hereof is at least $250,000, at the option of the Holder hereof
at 100% of such principal amount to be redeemed, together with accrued and
unpaid interest hereon payable to the date of repayment. For this Security to be
repaid in whole or in part at the option of the Holder hereof on the Holder's
Optional Repayment Date, this Security must be surrendered, with the form below
entitled "Option to Elect Repayment" duly completed, to the Paying Agent at the
office of the Paying Agent in the Place of Payment, or at such other address
which the Company shall from time to time notify the holders of the Securities,
not more than 60 nor less than 30 days prior to such Holders' Optional Repayment
Date. Exercise of such repayment option by the Holder hereof shall be
irrevocable. Each Person owning a beneficial interest in this Security must rely
on the procedures of DTC, and if such Person is not an Agent Member of DTC, on
the procedures of the Agent Member through which such Person owns its interest,
to exercise its right of repayment.
This Security is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of August 2, 1993 (herein called the "Indenture,"
which term shall have the meaning assigned to it in such instrument), between
the Company and The First National Bank of Boston, as initial trustee, as
succeeded by Fleet National Bank, as successor trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $150,000,000.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series 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 with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, 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 Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security 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 Security.
As provided in and subject to the provisions of the Indenture, the Holder of
this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time outstanding shall have made written
request to the Trustee to institute proceedings as Trustee in respect of such
Event of Default and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall 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 of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security 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
by manual signature, this Security 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
under its corporate seal.
Dated: June 21, 1996
[SEAL] STATE STREET BOSTON CORPORATION
By /s/ Ronald L. O'Kelley
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Ronald L. O'Kelley
Executive Vice President, Chief
Attest: Financial Officer and Treasurer
/s/ John R. Towers
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John R. Towers
Clerk
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
FLEET NATIONAL BANK,
As Trustee
By STATE STREET BANK AND TRUST COMPANY,
As Authenticating Agent
By /s/ Daniel Golden
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Authorized Officer
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instructs(s) the Company to
repay this Security (or portion hereof specified below) pursuant to its terms on
the Holder's Optional Repayment Date specified on the face hereof at 100% of the
principal amount to be redeemed, together with accrued and unpaid interest
thereon, payable to the date of repayment, to the undersigned, at
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(Please print or typewrite name and address of the undersigned)
For this Security to be repaid, the undersigned must give to the Paying Agent at
its offices located at _________________________________________________, or at
such other place or places of which the Company shall from time to time notify
the Holders of the Securities, not more than 60 days nor less than 30 days prior
to the date of repayment, this Security with this "Option to Elect Repayment"
form duly completed.
If less than the entire principal amount of this Security is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denominations (which shall be
$250,000 or an integral multiple of $1,000 in excess thereof) of the Securities
to be issued to the Holder for the portion of this Security not being repaid (in
the absence of any such specification, one such Security will be issued for the
portion not being repaid):
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Dated: __________________________
Notice: The signature on this "Option to Elect Repayment" form must
correspond with the name as written upon the face of the within
Security in every particular without alteration or enlargement or any
change whatsoever.