SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 9, 1994
(Date of earliest event reported)
FIRST INTERSTATE BANCORP
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
95-1418530
1-4114 (I.R.S. Employer
(Commission File Number) Identification Number)
633 West Fifth Street 90054
P.O. Box 54068 (Zip Code)
Los Angeles, California
(Address of principal executive offices)
(213) 614-3001
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
The Registrant has entered into a Dealer
Agreement, dated as of December 9, 1994 (the
"Dealer Agreement"), with Chase Securities, Inc.,
Goldman, Sachs & Co., Goldman Sachs International,
Lehman Brothers Inc., Lehman Brothers
International (Europe), Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Merrill Lynch
International Limited, Morgan Stanley & Co.
Incorporated, Morgan Stanley & Co. International
Limited, Salomon Brothers Inc., Salomon Brothers
International Limited, UBS Securities Inc. and UBS
Limited. The Dealer Agreement relates to the
issuance and sale from time to time by the
Registrant of up to $1,000,000,000 aggregate
principal or face amount (or the equivalent in
foreign currencies or currency units) of its
Senior Medium-Term Notes, Series A, and its
Subordinated Medium-Term Notes, Series D
(together, the "Notes") under a Global Medium-Term
Note Program.
A copy of the Dealer Agreement is attached as
Exhibit 1 to this Form 8-K, and a copy of the
forms of the Notes is attached as Exhibit 4.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
None.
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(b) Pro forma financial information.
None.
(c) Exhibits.
(1) Underwriting Agreement
Dealers Agreement dated as of December 9,
1994 (the "Dealer Agreement"), between the
Registrant and Chase Securities, Inc.,
Goldman, Sachs & Co., Goldman Sachs
International, Lehman Brothers Inc., Lehman
Brothers International (Europe), Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch International Limited, Morgan
Stanley & Co. Incorporated, Morgan Stanley &
Co. International Limited, Salomon Brothers
Inc., Salomon Brothers International Limited,
UBS Securities Inc. and UBS Limited. The
Dealer Agreement relates to the issuance and
sale from time to time by the Registrant of
up to $1,000,000,000 aggregate principal or
face amount (or the equivalent in foreign
currencies or currency units) of its Senior
Medium-Term Notes, Series A, and its
Subordinated Medium-Term Notes, Series D
under a Global Medium-Term Note Program.
(4) Instruments defining the rights of
security-holders
Forms of the Notes.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
FIRST INTERSTATE BANCORP
(Registrant)
By Ann M. Coons
_______________________
Ann M. Coons
Senior Vice President and
Assistant Secretary
Dated: March 24, 1995
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Pages
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(1) Underwriting Agreement 5-72
Dealers Agreement dated as of December 9,
1994 (the "Dealer Agreement"), between the
Registrant and Chase Securities, Inc.,
Goldman, Sachs & Co., Goldman Sachs
International, Lehman Brothers Inc., Lehman
Brothers International (Europe), Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
Merrill Lynch International Limited, Morgan
Stanley & Co. Incorporated, Morgan Stanley &
Co. International Limited, Salomon Brothers
Inc., Salomon Brothers International Limited,
UBS Securities Inc. and UBS Limited. The
Dealer Agreement relates to the issuance and
sale from time to time by the Registrant of
up to $1,000,000,000 aggregate principal or
face amount (or the equivalent in foreign
currencies or currency units) of its Senior
Medium-Term Notes, Series A, and its
Subordinated Medium-Term Notes, Series D
(together, the "Notes") under a Global
Medium-Term Note Program.
(4) Instruments defining the rights of 74-231
security-holders
Forms of the Notes.
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FIRST INTERSTATE BANCORP
Global Medium-Term Note Program
DEALER AGREEMENT dated as of December 9, 1994 among
First Interstate Bancorp (the "Corporation") and the parties
listed on the signature pages hereto.
The Corporation intends to issue and sell from time to
time its Senior Medium-Term Notes, Series A (the "Senior
Notes") and its Subordinated Medium-Term Notes, Series D
(the "Subordinated Notes" and, together with the Senior
Notes, the "Notes") under a Global Medium-Term Note Program
(the "Program"), denominated in specified currencies or
currency units, with maturities of one month or longer from
the date of original issuance thereof and with aggregate
gross proceeds initially of up to U.S.$1,000,000,000 (or, in
the case of Notes denominated in another currency or
currency unit, the U.S. dollar equivalent thereof). This
Agreement amends and replaces the Purchase Agreement, dated
as of May 15, 1989, as amended on November 14, 1990 (as
amended, the "Prior Purchase Agreement"), between the
Corporation and certain of the Dealers, relating to the
Corporation's debt securities. The Corporation and such
Dealers jointly agree that the Prior Purchase Agreement
shall be replaced in its entirety by this Agreement, upon
the execution of this Agreement.
The Senior Notes will be issued from time to time in
accordance with an Indenture, dated as of July 1, 1982, as
amended by the First Supplemental Indenture, dated as of
February 5, 1986, and the Second Supplemental Indenture,
dated as of May 15, 1989 (together, as it may be
supplemented or amended from time to time, the "Senior
Indenture") between the Corporation and Bankers Trust
Company as trustee or any successor or replacement trustee
(the "Senior Trustee"). The Subordinated Notes will be
issued from time to time in accordance with an Indenture,
dated as of November 1, 1994 (as it may be supplemented or
amended from time to time, the "Subordinated Indenture")
between the Corporation and The First National Bank of
Chicago as trustee or any successor or replacement trustee
(the "Subordinated Trustee"). The Senior Indenture and the
Subordinated Indenture are collectively referred to herein
as the "Indentures" and each individually as an "Indenture."
The Senior Trustee and the Subordinated Trustee are
collectively referred to herein as the "Trustees" and each
individually as the "Trustee." The Notes are more fully
described in the Prospectus and the attached Prospectus
Supplement, as referred to below, and may be further
described either in amendments or supplements thereto,
including Pricing Supplements, as referred to below.
1. Representations and Warranties of the Corporation.
The Corporation represents and warrants to, and agrees with,
the Dealers (as defined below) as of the date hereof, as of
the Commencement Date (defined herein) and as of the times
referred to in Sections 7(a) and 7(b) hereof (the
Commencement Date and each such time being hereinafter
sometimes referred to as a "Representation Date"), that:
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(a) General. A registration statement on Form
S-3 with respect to the securities of the Corporation,
including the Notes, has been prepared and filed by the
Corporation in conformity with the requirements of the
Securities Act of 1933, as amended (the "Act"), and the
rules and regulations (the "Rules and Regulations") of
the Securities and Exchange Commission (the
"Commission") thereunder, and has become effective
under the Act. Each Indenture has been qualified under
the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). As used in this Agreement (i)
"Registration Statement" means such registration
statement when it became effective under the Act, and
as from time to time amended or supplemented thereafter
(if any post-effective amendment to such registration
statement has been filed with the Commission prior to
the execution and delivery of this Agreement, the time
the most recent such amendment has been declared
effective by the Commission); (ii) "Basic Prospectus"
means the prospectus (including all documents
incorporated therein by reference) included in the
Registration Statement; (iii) "Prospectus" means the
Basic Prospectus (together with all documents
incorporated therein by reference) and any amendments
or supplements thereto (including the applicable
Pricing Supplement) relating to the Notes, as filed
with the Commission pursuant to paragraph (b) of Rule
424 of the Rules and Regulations and (iv) "Pricing
Supplement" means any supplement to the Prospectus
substantially in the form of Exhibit D hereto that sets
forth only the terms of a particular issue of Notes.
The Commission has not issued any order preventing or
suspending the use of the Prospectus. Any reference in
this Agreement to amending or supplementing the
Prospectus shall be deemed to include the filing of
materials incorporated by reference in the Prospectus
after the Commencement Date (defined herein) and any
reference in this Agreement to any amendment or
supplement to the Prospectus shall be deemed to include
any such materials incorporated by reference in the
Prospectus after the Commencement Date.
(b) Registration Statement, Prospectus and
Indentures: Contents. The Registration Statement and
each Prospectus conformed, and the Registration
Statement and each Prospectus will conform as of the
applicable Representation Date and at all times during
each period during which, in the opinion of counsel for
the Dealers, a prospectus relating to the Notes is
required to be delivered under the Act (each a
"Marketing Period"), in all material respects to the
requirements of the Act, the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Trust
Indenture Act, and the rules and regulations of the
Commission under such Acts; each Indenture, including
any amendments and supplements thereto, conforms with
the requirements of the Trust Indenture Act and the
rules and regulations of the Commission thereunder; and
the Registration Statement and each Prospectus do not,
and will not as of the applicable Representation Date
and at all times during each Marketing Period, contain
any untrue statement of a material fact or omit to
state any material fact required to be stated therein
or necessary to make the statements therein not
misleading; provided, however, that the Corporation
makes no representation or warranty as to information
contained in or omitted from the Registration Statement
or any Prospectus in reliance upon and in conformity
with written information furnished to the Corporation
by any of the Trustees or Dealers specifically for
inclusion therein
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or to any statements in or omissions from the statement
of eligibility and qualification on Form T-1 (the "Form
T-1") of each of the Trustees under the Trust Indenture
Act.
(c) No Defaults. The Corporation is not in
violation of its certificate of incorporation or by-
laws or in default under any agreement, indenture or
instrument, the effect of which violation or default
would be material to the Corporation; the execution,
delivery and performance of this Agreement, the
Indentures, the Notes, and each applicable Principal
Purchase Agreement, if any, and compliance by the
Corporation with the provisions of the Notes and the
Indentures have been duly authorized by all necessary
corporate action and will not conflict with, result in
the creation or imposition of any lien, charge or
encumbrance upon any of the assets of the Corporation
pursuant to the terms of, or constitute a default
under, any agreement, indenture or instrument, or
result in a violation of the certificate of
incorporation or by-laws of the Corporation or any
order, rule or regulation of any court or governmental
agency having jurisdiction over the Corporation or its
properties, the effect of which would be material to
the Corporation; and except as required by the Act, the
Trust Indenture Act, the Exchange Act and applicable
state securities laws, no consent, authorization or
order of, or filing or registration with, any court or
governmental agency is required for the execution,
delivery and performance of the transactions
contemplated by this Agreement, the Notes, each
applicable Principal Purchase Agreement, if any, or the
Indentures.
(d) Material Changes or Material Transactions.
Except as described in the Registration Statement and
each Prospectus, (i) there has not been any material
adverse change in, or any adverse development which
materially affects, the business, properties, condition
(financial or other), results of operations or
prospects of the Corporation, and (ii) there has been
no material transaction entered into by the Corporation
other than those in the ordinary course of business.
(e) Accountants. To the best of the
Corporation's knowledge, Ernst & Young LLP, whose
report appears in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1993, which
is incorporated by reference in each Prospectus, are
independent public accountants with respect to the
Corporation as required by the Act and the Rules and
Regulations.
(f) Validity of the Indentures and the Notes.
(i) Each of the Indentures has been duly authorized,
executed and delivered by the Corporation and
constitutes the valid and legally binding obligation of
the Corporation, enforceable in accordance with its
terms; (ii) the Notes have been validly authorized for
issuance and sale pursuant to this Agreement and, when
the terms of the Notes and of their issue and sale have
been duly established in accordance with the applicable
Indenture and this Agreement so as not to violate any
applicable law or agreement or instrument binding on
the Corporation, and the Notes have been duly executed,
authenticated, delivered and paid for as provided in
this Agreement and the applicable Indenture, the Notes
will be validly issued and outstanding, and will
constitute valid and legally binding obligations of the
Corporation entitled to the benefits of the applicable
Indenture and enforceable in accordance with their
terms and the terms of the applicable Indenture;
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and (iii) the Notes and the Indentures conform to the
descriptions thereof contained in each Prospectus. The
validity, enforceability and legally binding nature of
the Indentures and the Notes are subject to the effects
of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally,
general equitable principles (regardless of whether
such enforceability is considered in a proceeding in
equity or at law) and an implied covenant of good faith
and fair dealing.
(g) Due Incorporation and Qualification. The
Corporation has been duly incorporated, is validly
existing and in good standing under the laws of its
jurisdiction of incorporation, is duly qualified to do
business and in good standing as a foreign corporation
in each jurisdiction in which its ownership of
properties or the conduct of its businesses requires
such qualification (except where the failure to obtain
such qualification would not have a material adverse
effect on the Corporation), and has the power and
authority necessary to own or hold its properties and
to conduct the businesses in which it is engaged, as
described in each Prospectus. First Interstate Bank of
California, a California chartered bank, holds valid
articles of incorporation from the Secretary of State
of California pursuant to the Corporations Code of
California and a valid certificate of authorization
from the Superintendent of Banking of California and
can do business as a valid California banking
association; and each of First Interstate Bank of
Oregon, N.A., First Interstate Bank of Arizona, N.A.,
and First Interstate Bank of Texas, N.A. (together with
First Interstate Bank of California, the "Principal
Subsidiaries") has been duly organized under the laws
of its respective jurisdiction of organization, and
unless otherwise disclosed in the Registration
Statement or Prospectus the Corporation has valid and
unencumbered title to all shares of capital stock of
the Principal Subsidiaries (other than directors'
qualifying shares), except for pledges to secure
extensions of credit by any bank subsidiary to the
Corporation or any other subsidiary.
(h) Ownership of Property. The Corporation owns,
or has valid rights to use, all items of real and
personal property which are material to the business of
the Corporation, free and clear of all liens,
encumbrances and claims which may materially interfere
with the business, properties, financial condition or
results of operations of the Corporation.
(i) Legal Proceedings. Except as described in
each Prospectus, there is no material litigation or
governmental proceeding pending or, to the knowledge of
the Corporation, threatened against the Corporation
which might result in any material adverse change in
the condition (financial or other), results of
operations, business, property, or prospects of the
Corporation or which is required to be disclosed in the
Registration Statement.
(j) Financial Statements. The audited financial
statements included or incorporated by reference in
each Prospectus present and will present as of the
applicable Representation Date and at all times during
each Marketing Period, fairly, the financial condition,
results of operations, changes in stockholders' equity
and cash flows of the entities purported to be shown
thereby in conformity with generally
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accepted accounting principles, at the dates and for
the periods indicated, and have been, and will be as of
the applicable Representation Date and at all times
during each Marketing Period, prepared in conformity
with generally accepted accounting principles applied
on a consistent basis throughout the period or periods
involved; and the supporting schedules included or
incorporated by reference in each Prospectus present,
and will present as of the applicable Representation
Date and at all times during each Marketing Period,
fairly the information required to be stated therein.
The unaudited financial statements of the Corporation,
if any, and the related notes, included or incorporated
by reference in each Prospectus present fairly and will
present fairly at all times during each period
specified in Section 5(c) hereof the financial position
of the Corporation at the dates and for the periods
indicated in conformity with generally accepted
accounting principles (except for the absence of notes)
applied on a consistent basis throughout the periods
shown, subject to normally recurring changes, and
prepared in accordance with the instructions to
Form 10-Q.
(k) Documents Incorporated by Reference. The
documents incorporated by reference into any Prospectus
have been, and will be as of the applicable
Representation Date and at all times during each
Marketing Period, prepared by the Corporation in
conformity in all material respects with the applicable
requirements of the Act and the Rules and Regulations
and the Exchange Act and the rules and regulations of
the Commission thereunder; and none of such documents
contained, or will contain as of the applicable
Representation Date and at all times during each
Marketing Period, an untrue statement of a material
fact or omitted, or will omit, to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading; and such documents
have been, or will be, as of the applicable
Representation Date and at all times during each
Marketing Period, timely filed as required thereby.
(l) Exhibits to Registration Statement. There
are no contracts or other documents which are required
to be filed as exhibits to the Registration Statement
by the Act or by the Rules and Regulations, or which
were required to be filed as exhibits to any document
incorporated by reference in any Prospectus by the
Exchange Act or the rules and regulations of the
Commission thereunder, which have not been filed as
exhibits to the Registration Statement or to such
document or incorporated therein by reference as
permitted by the Rules and Regulations or the rules and
regulations of the Commission under the Exchange Act,
as the case may be.
(m) Licenses, Approvals and Consents. The
Corporation has all licenses, approvals and consents
for the conduct of its business the failure of which to
have would have a material adverse effect on the
business, properties, financial condition or results of
operations of the Corporation.
(n) Investment Company Act. The Corporation is
not required to register under the provisions of the
Investment Company Act of 1940, as amended (the
"Investment Company Act"), and no action need be taken
with respect to or under the Investment Company Act by
reason of the issuance of the Notes by the Corporation.
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(o) Rating. The Notes have been rated by a
"nationally recognized statistical rating organization"
(as that term is defined by the Commission for purposes
of Rule 436(g)(2) under the Act), including one or both
of Moody's Investors Service, Inc. and Standard &
Poor's Corporation.
(p) Doing Business with Cuba. The Corporation
confirms as of the date hereof, and each acceptance by
the Corporation of an offer to purchase Notes will be
deemed to be an affirmation, that the Corporation is in
compliance with all provisions of Section 1 of Laws of
Florida, Chapter 92-198, An Act Relating to Disclosure
of Doing Business with Cuba, and the Corporation
further agrees that if it commences engaging in
business with the government of Cuba or with any person
or affiliate located in Cuba after the date the
Registration Statement becomes or has become effective
with the Commission or with the Florida Department of
Banking and Finance (the "Department"), whichever date
is later, or if the information reported in the
Prospectus, if any, concerning the Corporation's
business with Cuba or with any person or affiliate
located in Cuba changes in any material way, the
Corporation will provide the Department notice of such
business or change, as appropriate, in a form
acceptable to the Department.
(q) True and Complete Documents. The
certificates delivered pursuant to paragraph (f) of
Section 5 hereof and all other documents delivered by
the Corporation or its representatives in connection
with the issuance and sale of the Notes were on the
dates on which they were delivered, or will be on the
dates on which they are to be delivered, true and
complete in all material respects.
2. Commencement. The documents required to be
delivered under Section 6 hereof shall be delivered at the
offices of the Corporation, 633 West Fifth Street, Los
Angeles, California 90071, United States of America, on the
date hereof, or at such other time as the Dealers party
hereto on the date hereof and the Corporation may agree in
writing (the "Commencement Date").
3. Appointment of Dealers. Subject to the terms and
conditions stated herein, the Corporation hereby appoints
each of the Dealers as agent of the Corporation, for the
purpose of soliciting offers to purchase Notes generally or
with respect to a particular issue of Notes, and each Dealer
hereby severally agrees to solicit offers to purchase Notes
in accordance with the provisions of Section 4(a) hereof.
In addition, the Corporation hereby appoints the Dealers as
dealers, for the purpose of purchasing Notes as principal
(on either a non-syndicated or a syndicated basis) for
resale to others pursuant to a Principal Purchase Agreement
(as defined below) or otherwise in accordance with the
provisions of Section 4(c) hereof.
The Corporation reserves the right to sell Notes
directly to investors on its own behalf (if in accordance
with applicable law) or through other agents, dealers or
underwriters and to appoint other parties to act as Dealers
hereunder as follows. If such other agent, dealer or
underwriter is to be named a Dealer, it will be required to
deliver to the Corporation a letter
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substantially in the form of Exhibit A-1 hereto, and
the Corporation will deliver (i) copies of the
documents referred to in such letter and (ii) a
confirmation substantially in the form of Exhibit A-2
hereto, whereupon such agent, dealer or underwriter
shall become a party to this Agreement as a Dealer
vested with all authority, rights, powers, duties and
obligations as if originally named as a Dealer
hereunder. The Corporation will notify the Dealers
(other than any Dealer(s) appointed solely in
connection with a particular issue of Notes in
accordance with the next sentence) of its appointment
of such other agents, dealers or underwriters. If such
other agent, dealer or underwriter is to be appointed
by the Corporation solely in connection with a
particular issue of Notes, and such Notes are to be
purchased on a non-syndicated basis, the Corporation
will deliver to such agent, dealer or underwriter a
letter substantially in the form of Exhibit B hereto
and copies of the documents referred to in such letter,
and such agent, dealer or underwriter shall be required
to confirm to the Corporation its acceptance of such
letter. As used in this Agreement, the terms "Dealer"
and "Dealers" may refer, as the context may require, to
(i) any or all of the Dealers initially appointed
pursuant to the first paragraph of this Section 3 (and
whose appointment shall continue in effect), or
pursuant to the second sentence of this paragraph
and/or (ii) other agents, dealers or underwriters
appointed by the Corporation solely in connection with
a particular issue of Notes.
4. Distribution and Marketing of Notes. Unless
otherwise agreed or unless applicable law or directive in
the relevant jurisdiction otherwise prescribes, each Dealer
is authorized to solicit offers to purchase Notes
denominated in U.S. dollars or in any other currency,
subject to compliance with applicable laws and regulations.
Notes will be in such denominations as may be agreed between
the Corporation and the relevant Dealer(s) and specified in
the applicable Pricing Supplement, subject to applicable
laws and regulations and to any relevant regulatory
authority. Each Dealer shall communicate to the
Corporation, orally or in writing, each offer to purchase
Notes received by it as agent that in such Dealer's
reasonable judgment should be considered by the Corporation.
The Corporation shall have the sole right to accept offers
to purchase Notes and may reject any offer in whole or in
part, and any such rejection shall not be deemed a breach of
the Corporation's agreements contained herein. Each Dealer
shall have the right to reject any offer to purchase Notes
that such Dealer reasonably considers to be unacceptable,
and any such rejection shall not be deemed a breach of such
Dealer's agreements contained herein.
(a) Solicitations as Agent. In connection with
each Dealer's respective actions as a Dealer hereunder,
each of the Dealers (other than agents, dealers or
underwriters appointed as Dealers solely in respect of
a particular issue of Notes), severally and not
jointly, will use such efforts to solicit offers to
purchase Notes as are consistent with best market
practice in the U.S. and international securities
markets.
In soliciting offers to purchase the Notes as
agent, each Dealer is acting solely as agent for the
Corporation, and not as principal, and does not assume
any obligation towards or relationship of agency or
trust with any purchaser of Notes. Each Dealer shall
make reasonable efforts to assist the Corporation in
obtaining performance by each purchaser whose offer to
purchase Notes has been solicited by such Dealer and
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accepted by the Corporation, but such Dealer shall not
have any liability to the Corporation in the event any
such purchase is not consummated for any reason. If
the Corporation shall default in its obligation to
deliver Notes to a purchaser whose offer it has
accepted, the Corporation shall hold such Dealer
harmless against any loss, claim, damage or liability
arising from or as a result of such default and shall,
in particular, pay to such Dealer the commission such
Dealer would have received had such sale been
consummated.
The Corporation agrees to pay to each Dealer, as
consideration for the sale of each Note and receipt of
payment therefor resulting from a solicitation made by
such Dealer, a commission in accordance with the
commission schedule set forth in Schedule 1 hereto,
unless otherwise agreed.
(b) Suspension of Solicitation of Offers. The
Corporation reserves the right, in its sole discretion,
to instruct the Dealers to suspend at any time, for any
period of time or permanently, the solicitation of
offers to purchase Notes. Upon receipt of notice from
the Corporation, each Dealer will forthwith suspend
solicitations of offers to purchase Notes from the
Corporation until such time as the Corporation has
advised the Dealers that such solicitation may be
resumed. During the period of time that such
solicitation is suspended, the Corporation shall not be
required to deliver any certificates, opinions or
letters in accordance with Section 7; provided,
however, that if any of the amendments or filings which
require the delivery of such certificates, opinions or
letters in Section 7 shall have been made during the
period of suspension, no Dealer shall be required to
resume soliciting offers to purchase Notes until the
Corporation has delivered such certificates, opinions
and letters.
(c) Purchases as Principal. Each sale of Notes
directly to a Dealer or Dealers as principal for resale
to others shall be made in accordance with the terms
contained herein and (if the Corporation and such
Dealer or Dealers shall agree) in a separate agreement
satisfactory to the Corporation and such Dealer or
Dealers that will provide for the sale of such Notes to
and the purchase and re-offering thereof by such Dealer
or Dealers. Each such separate agreement between a
Dealer and the Corporation may be a written agreement
(a "Principal Purchase Agreement") or an oral
agreement. A Dealer's commitment to purchase Notes as
principal shall be deemed to have been made on the
basis of the representations, warranties and agreements
of the Corporation contained herein, and in any
applicable written Principal Purchase Agreement, and
shall be subject to the terms and conditions herein and
therein set forth.
Unless otherwise agreed, the agreement for Notes
issued on a syndicated basis (a "Syndicated Offering")
shall be in substantially the form of the
Terms/Syndication Agreement set forth as Exhibit C-1
hereto. The Corporation may from time to time issue
Notes on a syndicated basis to two or more Dealers
and/or two or more other underwriters appointed
pursuant to a Terms/Syndication Agreement, provided
that any such other underwriters agree to be bound by
all applicable provisions of this Agreement and such
Terms/Syndication Agreement in respect of such issue
and purchase of Notes.
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Unless otherwise agreed, the Principal Purchase
Agreement for Notes purchased as principal for resale
to others not made on a syndicated basis (a "Principal
Trade") shall be in substantially the form of the
Principal Purchase Letter set forth as Exhibit C-2
hereto.
(d) Selling and Other Restrictions. Each Dealer,
and the Corporation in connection with sales of Notes
by it or through other agents, dealers or underwriters,
agrees that in connection with offers or sales of
Notes, it is familiar with and will observe the
restrictions on the offering, sale and delivery of
Notes and distribution of offering materials relating
to Notes as set out in Exhibit E hereto, or as
otherwise agreed by the Corporation and the relevant
Dealer or Dealers in respect of a particular issue of
Notes.
The Corporation shall submit (or cause the
submission of) such reports and information and shall
make (or cause to be made on its behalf) such
registrations and filings as may be required for
compliance with such laws, regulations and guidelines,
subject to the supervision of such governmental or
other regulatory authority or central bank, as such
laws, regulations or guidelines may be modified from
time to time.
5. Covenants of the Corporation. The Corporation
covenants with the Dealers that:
(a) Delivery of Signed Registration Statement.
To furnish (to the extent that it has not already done
so) to Sullivan & Cromwell, counsel for the Dealers,
one signed copy of the Registration Statement as
originally filed and each amendment or supplement
thereto.
(b) Delivery of Other Documents. To deliver
promptly to the Dealers, and in such number as they may
request, each of the following documents: (i) conformed
copies of the Registration Statement (excluding
exhibits other than the computation of the ratio of
earnings to fixed charges, the Indentures, this
Agreement and such other exhibits that the Dealers may
request), (ii) the Prospectus and (iii) any documents
incorporated by reference in the Prospectus.
(c) Revisions to Prospectus - Material Changes.
Within the period during which the Program is
maintained, the Corporation will comply with all
requirements imposed upon the Corporation by the Act,
as now and hereafter amended, and by the Rules and
Regulations, as from time to time in force, so far as
necessary to permit the continuance of sales of or
dealings in the Notes as contemplated by the provisions
hereof and by the Prospectus. If, during any Marketing
Period, any event occurs as a result of which the
Prospectus would include an untrue statement of a
material fact or omit to state any material fact
necessary to make the statements therein, in the light
of circumstances under which they were made, not
misleading, or if it is necessary at any time to amend
any Prospectus to comply with the Act or the Rules and
Regulations, to notify all of the Dealers that are
parties to this Agreement (and any other Dealer
appointed in connection with a particular issue of
Notes which has not
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yet settled or, in the case of a Syndicated Offering,
as to which such Dealer's allotment has not yet been
sold), promptly, in writing, to suspend solicitation of
purchases of the Notes; and if the Corporation shall
decide to amend or supplement the Registration
Statement or any Prospectus, to promptly advise such
Dealers by telephone (with confirmation in writing) and
to promptly, in writing, prepare and file with the
Commission an amendment or supplement which will
correct such statement or omission or an amendment
which will effect such compliance; provided, however,
that if during the period referred to above any Dealer
shall own any Notes which it has purchased from the
Corporation as principal with the intention of
reselling them, the Corporation shall promptly prepare
and timely file with the Commission any amendment or
supplement to the Registration Statement or any
Prospectus that may, in the judgment of the Corporation
or the Dealers, be required by the Act or requested by
the Commission.
(d) Commission Filings. To timely file with the
Commission during any Marketing Period, all documents
(and any amendments to previously filed documents)
required to be filed by the Corporation pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.
(e) Copies of Filings with Commission. Prior to
or at the time of filing with the Commission during any
Marketing Period, (i) any amendment or supplement to
the Registration Statement, (ii) any amendment or
supplement to any Prospectus or (iii) any document
incorporated by reference in any of the foregoing or
any amendment of or supplement to any such incorporated
document, to furnish a copy thereof to the Relevant
Dealers.
(f) Notice to Dealers of Certain Events. To
advise immediately (x) the relevant Dealer(s) when any
Pricing Supplement shall have been filed and (y) all of
the Dealers that are parties to this Agreement (and any
other Dealer appointed in connection with a particular
issue of Notes which has not yet settled or, in the
case of a Syndicated Offering, as to which such
Dealer's allotment has not yet been sold) (i) when any
post-effective amendment to the Registration Statement
relating to or covering the Notes becomes effective,
(ii) of any request or proposed request by the
Commission for an amendment or supplement to the
Registration Statement, to any Prospectus, to any
document incorporated by reference in any of the
foregoing or for any additional information, (iii) of
the issuance by the Commission of any stop order
suspending the effectiveness of the Registration
Statement or any part thereof or any order directed to
any Prospectus or any document incorporated therein by
reference or the initiation or threat of any stop order
proceeding or of any challenge to the accuracy or
adequacy of any document incorporated by reference in
any Prospectus, (iv) of receipt by the Corporation of
any notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction
or the initiation or threat of any proceeding for that
purpose, (v) of any downgrading in the rating of the
Notes or any other debt securities of the Corporation,
or any proposal to downgrade the rating of the Notes or
any other debt securities of the Corporation, by any
"nationally recognized statistical rating organization"
(as defined for purposes of Rule 436(g) under the Act),
or any public announcement that any such organization
has under
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surveillance or review its rating of any debt
securities of the Corporation (other than an
announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading
of such rating) as soon as the Corporation learns of
any such downgrading, proposal to downgrade or public
announcement and (vi) of the happening of any event
which makes untrue any statement of material fact made
in the Registration Statement or any Prospectus or
which requires the making of a change in the
Registration Statement or any Prospectus in order to
make any material statement therein not misleading.
(g) Stop Orders. If, during any Marketing
Period, the Commission shall issue a stop order
suspending the effectiveness of the Registration
Statement, to make every reasonable effort to obtain
the lifting of that order at the earliest possible
time.
(h) Earnings Statements. As soon as practicable,
but not later than 18 months, after the date of each
acceptance by the Corporation of an offer to purchase
Notes hereunder, to make generally available to its
United States security holders an earnings statement
covering a period of at least 12 months beginning after
the later of (i) the effective date of the Registration
Statement, (ii) the effective date of the most recent
post-effective amendment to the Registration Statement
to become effective prior to the date of such
acceptance and (iii) the date of the Corporation's most
recent Annual Report on Form 10-K filed with the
Commission prior to the date of such acceptance which
will satisfy the provisions of Section 11(a) of the Act
(including, at the option of the Corporation, Rule 158
of the Rules and Regulations under the Act).
(i) Copies of Reports, Releases and Financial
Statements. So long as any of the Notes are
outstanding, to furnish to the Dealers, not later than
the time the Corporation makes the same available to
others, copies of all public reports or releases and
all reports and financial statements furnished by the
Corporation to any securities exchange on which the
Notes are listed pursuant to requirements of or
agreements with such exchange or to the Commission
pursuant to the Exchange Act or any rule or regulation
of the Commission thereunder.
(j) Blue Sky Qualifications. To use its best
efforts to arrange for the qualification of the Notes
for sale under the laws of such jurisdictions as the
Dealers may designate and will continue such
qualifications in effect so long as required for the
distribution, and the Corporation will use its best
efforts to arrange for the determination of their
eligibility for investment by institutional investors;
provided, however, that the Corporation shall not be
required to qualify to do business in any jurisdiction
where it is not now qualified or to take any action
which would subject it to general or unlimited service
of process in any jurisdiction where it is not now
subject.
(k) Holdback. Between the date of a Principal
Purchase Agreement and the date of delivery of the
Notes with respect thereto, the Corporation will not,
without the prior written consent of the Dealers that
are parties to such Principal Purchase Agreement, offer
or sell, or enter into any agreement to sell, an
aggregate principal amount of $50,000,000 or more of
any debt securities of the Corporation substantially
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<PAGE>
similar to the Notes which are to be sold pursuant to
such Principal Purchase Agreement (other than such
Notes and commercial paper sold in the ordinary course
of business), except as may otherwise be provided in
any such Principal Purchase Agreement.
(l) Pricing Supplement. To prepare, with respect
to any Notes to be sold through or to the Dealers
pursuant to this Agreement, a Pricing Supplement with
respect to such Notes in the form of Exhibit D hereto
or in a form previously approved by the Dealers and to
file such Pricing Supplement timely pursuant to
Rule 424 under the Act with the Commission.
(m) Listing of the Notes. The Corporation
confirms that it has made an initial application for
the listing of the Notes (other than unlisted Notes to
be issued under the Program) on the Luxembourg Stock
Exchange and shall cause an application to be made for
the listing of any Notes to be listed on such other
Stock Exchange as the Corporation and the Relevant
Dealers may agree (collectively, the "Stock Exchanges")
on or prior to the relevant Settlement Date. In
connection with such application in respect of any
Notes which are intended to be so listed, the
Corporation shall endeavor to obtain the listing as
promptly as practicable and the Corporation shall
furnish or procure to be furnished to each such Stock
Exchange all documents, instruments, information and
undertakings and publish all advertisements or other
material that may be necessary or advisable in order to
effect or maintain such listings, and shall cause such
listing or listings to be continued so long as any
Notes issued under the Program remain outstanding (or,
in the case of a listing on a particular stock exchange
of a particular issue of Notes, so long as any Notes in
such issue of Notes remain outstanding); provided,
however, that if, in the opinion of the Corporation,
the continuation of any such listing shall become
unduly onerous, then the Corporation may delist any
issue of Notes from any such Stock Exchange, in which
case the Corporation will use its best efforts to
obtain the listing of such issue of Notes on another
recognized stock exchange reasonably acceptable to the
Dealers.
6. Conditions to Dealer's Obligations. The
obligations of each Dealer to offer or distribute the Notes
or deal in the Notes on the secondary market shall be
subject to the condition that, at and as of (i) the
Commencement Date (but only if the Dealer is a party hereto
on the Commencement Date), (ii) the date of agreement with
the Corporation as to the sale and purchase of a particular
issue of Notes and (iii) the date of sale and purchase of a
particular issue of Notes (a "Settlement Date"), all
representations and warranties and other statements of the
Corporation herein are true and correct, to the condition
that the Corporation shall have performed all of its
obligations theretofore to be performed hereunder and under
any applicable Principal Purchase Agreement, and to the
following additional conditions:
(a) Registration Statement. No stop order
suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have
been issued and no proceedings for that purpose shall
have been instituted or threatened; any request of the
Commission for additional information shall have been
complied with to the
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<PAGE>
satisfaction of the Relevant Dealer; and any Pricing
Supplement shall have been filed pursuant to the
applicable provision of Rule 424(b) under the Act
within the applicable time period prescribed for such
filing by the Rules and Regulations and in accordance
with Section 4(c) of this Agreement. For purposes
hereof, "Relevant Dealer" shall mean the Dealer(s)
party to a Principal Purchase Letter, in the case of a
Principal Trade, or the lead manager, in the case of a
Syndicated Offering.
(b) No Suspension of Sale of the Notes. No order
suspending the sale of the Notes in any jurisdiction
designated by the Relevant Dealer pursuant to Section
5(j) hereof shall have been issued, and no proceeding
for that purpose shall have been initiated or
threatened.
(c) No Material Omissions or Untrue Statements.
No Dealer shall have advised the Corporation that the
Registration Statement or the Prospectus, or any
amendment or supplement thereto, contains an untrue
statement of fact which, in the opinion of the Relevant
Dealer, is material, or omits to state a fact which, in
the opinion of the Relevant Dealer, is material and is
required to be stated therein or is necessary to make
the statements therein, in light of the circumstances
under which they are made, not misleading.
(d) Opinion of Counsel to the Corporation. At
the Commencement Date, the Dealers shall have received
the opinion, addressed to the Dealers and dated the
Commencement Date, of William J. Bogaard, Esq., General
Counsel, or Edward S. Garlock, Esq., Group General
Counsel, for the Corporation, in form and substance
reasonably satisfactory to the Dealers and counsel, to
the effect that:
(i) The Corporation has been duly
incorporated and is validly existing as a
corporation in good standing under the laws of the
State of Delaware, with corporate power and
authority to own its properties and conduct its
business as described in the Prospectus as amended
or supplemented;
(ii) The Registration Statement has
become effective under the Act, and, to the best
of the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration
Statement has been issued and no proceedings for
that purpose have been instituted or are pending
or contemplated under the Act, and the
Registration Statement, as of its effective date,
and the Prospectus, as of its date, and any
amendment or supplement to the Registration
Statement or Prospectus, as of its date, complied
as to form in all material respects with the
requirements of the Act, the Trust Indenture Act
(to the extent applicable) and the rules and
regulations thereunder; such counsel has no reason
to believe and does not believe that such
Registration Statement, Prospectus and documents
incorporated by reference therein, each Prospectus
or Registration Statement considered as a whole
together with the documents incorporated therein
by reference as of the effective date of the
Registration Statement, contained any untrue
statement of a material fact or omitted to state
any material fact required to be stated therein or
necessary to make the statements therein not
misleading, and the Prospectus as amended or
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<PAGE>
supplemented and the documents incorporated by
reference therein, each Prospectus considered as a
whole together with the documents incorporated by
reference therein as of the date of the most
recent amendment or supplement to the Prospectus,
do not contain any untrue statement of a material
fact or omit to state a material fact required to
be stated therein or necessary to make the
statements therein, in light of the circumstances
under which they were made, not misleading; the
descriptions of statutes, legal and governmental
proceedings and contracts in the Registration
Statement, the Prospectus and any amendment or
supplement thereto, and in the documents
incorporated therein by reference, and the
description of the Notes in the Registration
Statement and the Prospectus as amended or
supplemented are accurate and fairly present the
information required to be shown; it being
understood that except as specifically provided,
such counsel does not assume any responsibility
for the accuracy or fairness of the statements
made in the Registration Statement or Prospectus
or any amendment or supplement thereto and that
such counsel need express no opinion as to the
financial statements or other financial data
contained or incorporated by reference in the
Registration Statement or the Prospectus or any
amendment or supplement thereto;
(iii) Each Indenture has been duly
authorized by all necessary corporate action on
the part of the Corporation, has been duly
executed and delivered by the Corporation and
constitutes a legally valid and binding obligation
of the Corporation, enforceable in accordance with
its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganizations and other
laws of general applicability relating to or
affecting creditors' rights and to general equity
principles; and each Indenture has been duly
qualified under the Trust Indenture Act;
(iv) Each of the two series of Notes has
been duly authorized by all necessary corporate
action on the part of the Corporation; when the
Notes have been duly executed, issued and
delivered by the Corporation and duly
authenticated by the applicable Trustee they will
constitute, upon due execution, authentication,
issuance and delivery, legally valid and binding
obligations of the Corporation, enforceable in
accordance with their respective terms, subject,
as to enforcement, to bankruptcy, insolvency,
reorganizations and other laws of general
applicability relating to or affecting creditors'
rights and to general equity principles;
(v) Neither the execution and delivery
of the Senior Indenture, the Subordinated
Indenture, this Agreement, the Calculation Agent
Agreement or the Notes, nor consummation of the
transactions therein contemplated nor compliance
with the terms and provisions thereof will
conflict with or result in a breach of any of the
terms, conditions or provisions of the Certificate
of Incorporation or By-Laws of the Corporation or
of any agreement or instrument known to such
counsel to which the Corporation is a party or by
which the Corporation is bound, or constitute a
default thereunder, or result in the creation or
imposition of a lien, charge or encumbrance of any
nature
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<PAGE>
whatsoever upon any of the properties or assets of
the Corporation under any such agreement or
instrument, it being understood that such counsel
need not express any opinions as to state Blue Sky
or securities laws;
(vi) This Agreement, any Principal
Purchase Agreement and any Calculation Agent
Agreement have been duly authorized by all
necessary corporate action on the part of the
Corporation and this Agreement has been duly
executed and delivered by the Corporation;
(viii) First Interstate Bank of
California, a California chartered bank, holds
valid articles of incorporation from the Secretary
of State of California pursuant to the
Corporations Code of California and a valid
certificate of authorization from the
Superintendent of Banking of California and can do
business as a valid California banking
association; and each of First Interstate Bank of
Oregon, N.A., First Interstate Bank of Arizona,
N.A., and First Interstate Bank of Texas, N.A.
(together with First Interstate Bank of
California, the "Principal Subsidiaries") has been
duly organized under the laws of its respective
jurisdiction of organization, and, unless
otherwise disclosed in the Registration Statement
or Prospectus, the Corporation has valid and
unencumbered title to all shares of capital stock
of the Principal Subsidiaries (other than
directors' qualifying shares), except for pledges
to secure extensions of credit by any bank
subsidiary to the Corporation or any other
subsidiary; and
(ix) Except as reflected in such opinion,
no consent, approval, authorization or other order
of or filing with any regulatory authority or
other governmental body of the United States of
America is required for the execution and delivery
of either Indenture, the issuance and sale of the
Notes by the Corporation pursuant to this
Agreement or any Principal Purchase Agreement or
consummation by the Corporation of the
transactions contemplated by either Indenture, the
Notes, this Agreement and any Principal Purchase
Agreement.
In rendering his opinion pursuant to this
paragraph (d), such counsel may rely, as to all matters
governed by New York law, on the opinion of Sullivan &
Cromwell referred to below, and, in rendering the
opinion set forth in clauses (iii) and (iv) above, such
counsel may state that he is expressing no opinion as
to the availability of equitable remedies and may
advise that a California court may not strictly enforce
certain covenants of the Indentures or the Notes or
allow acceleration of the due date of the Notes if it
concludes such enforcement or acceleration would be
unreasonable under the then existing circumstances
although, in his opinion, acceleration would be
available if an event of default occurs as a result of
a material breach of a material covenant contained in
the applicable Indenture or the Notes.
(e) Opinion of Counsel to the Dealers. The
Dealers shall have received from Sullivan & Cromwell,
counsel to the Dealers, such opinion or opinions, dated
the Commencement Date, with respect to the issuance and
sale of the Notes, the
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Indentures, the Registration Statement, the Prospectus
and other related matters as the Dealers may reasonably
require, and the Corporation shall have furnished to
such counsel such documents as they may request for the
purpose of enabling them to pass upon such matters.
(f) Officers' Certificate. The Corporation shall
have furnished to the Dealers on the Commencement Date
a certificate, dated the Commencement Date, of its
Chairman, or any Senior or Executive Vice President and
a principal financial or accounting officer of the
Corporation, in which such officers, to the best of
their knowledge after reasonable investigation, shall
state that the representations and warranties of the
Corporation in this Agreement are true and correct in
all material respects on and as of such Commencement
Date with the same effect as if made on such
Commencement Date, that the Corporation has complied
with all Agreements and satisfied all conditions on its
part to be performed or satisfied at or prior to such
Commencement Date, that no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted and are pending or, to their knowledge,
threatened as of such date, and that, subsequent to the
dates of the most recent financial statements included
or incorporated by reference in the Prospectus, there
has been no material adverse change in the financial
position or results of operations of the Corporation
and its subsidiaries, viewed as a whole, except as set
forth or contemplated in the Prospectus or as described
in such certificate.
(g) Accountant's Letter. The Corporation shall
have furnished to the Dealers on the Commencement Date
a letter of Ernst & Young LLP, addressed jointly to the
Corporation and the Dealers and dated the Commencement
Date, of the type described in the American Institute
of Certified Public Accountants' Statement on Auditing
Standards No. 72, in form and substance reasonably
satisfactory to the Dealers confirming that they are
independent accountants within the meaning of the Act
and the applicable published Rules and Regulations
thereunder and stating in effect that:
(i) In their opinion, the financial
statements and schedules examined by them and
included in the prospectus contained in the
Registration Statement comply in form in all
material respects with the applicable accounting
requirements of the Act and the related published
Rules and Regulations;
(ii) They have made a review of any
unaudited financial statements included in the
Prospectus in accordance with standards
established by the American Institute of Certified
Public Accountants, as indicated in their report
or reports attached to such letter;
(iii) On the basis of the review referred to
in (ii) above and a reading of the latest
available interim financial statements of the
Corporation, inquiries of officials of the
Corporation who have responsibility for financial
and accounting matters and other specified
procedures, nothing came to their attention that
caused them to believe that:
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(A) the unaudited financial statements,
if any, included in the Prospectus do not
comply in form in all material respects with
the applicable accounting requirements of the
Act and the related published Rules and
Regulations or are not in conformity with
generally accepted accounting principles
applied on a basis substantially consistent
with that of the audited financial statements
included in the Prospectus;
(B) the unaudited capsule information,
if any, included in the Prospectus does not
agree with the amounts set forth in the
unaudited consolidated financial statements
from which it was derived or was not
determined on a basis substantially
consistent with that of the audited financial
statements included in the Prospectus;
(C) at the date of the latest available
balance sheet read by such accountants, or at
a subsequent specified date not more than
five days prior to the Commencement Date,
there was any change in the common or
preferred stock of the Corporation, any
increase in long-term debt of the Corporation
and consolidated subsidiaries or, at the date
of the latest available balance sheet read by
such accountants, there was any decrease in
consolidated stockholders' equity as compared
with amounts shown on the latest balance
sheet included in the Prospectus (other than
those occasioned by the accretion of original
issue discount in respect of zero coupon or
deep debentures, the issuance of common stock
under stock option or employee benefit plans
or dividend reinvestment plans or foreign
currency translation adjustments and the
declaration or the normal quarterly cash
dividend); or
(D) for the period from the date of the
latest income statement included in the Pro-
spectus to the closing date of the latest
available income statement read by such
accountants there were any decreases, as
compared with the corresponding period of the
previous year in consolidated net interest
income, consolidated net interest income
after provision for loan losses or in the
consolidated net income of the Corporation,
or in the ratio of earnings to fixed charges;
except in all cases set forth in clauses (C) and
(D) above for changes, increases or decreases
which the Prospectus discloses have occurred or
may occur or which are described in such letter;
and
(iv) They have compared specified dollar
amounts (or percentages derived from such dollar
amounts) and other financial information contained
in the Prospectus (in each case to the extent that
such dollar amounts, percentages and other
financial information are derived from the general
accounting records of the Corporation and its
subsidiaries subject to
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the internal controls of the Corporation's
accounting system or are derived directly from
such records by analysis or computation) with the
results obtained from inquiries, a reading of such
general accounting records and other procedures
specified in such letter and have found such
dollar amounts, percentages and other financial
information to be in agreement with such results,
except as otherwise specified in such letter.
All financial statements and schedules included in
material incorporated by reference into the Prospectus
shall be deemed included in the Prospectus for purposes
of this subsection.
(h) Legal Matters Satisfactory to Counsel. All
proceedings taken at or prior to the Commencement Date
(but only with respect to a Dealer that is a party
hereto on the Commencement Date) in connection with the
authorization of the Notes shall be satisfactory in
form and substance to the Dealer and to Sullivan &
Cromwell, and the Dealer and such counsel shall have
received all such counterpart originals or certified or
other copies of such documents, certificates and
opinions as the Dealer or such counsel may reasonably
require in order to evidence the accuracy and
completeness of any representations and warranties, the
performance of any agreements and covenants or the
compliance with any of the conditions herein contained.
(i) Indentures and Trustees. The Corporation and
the Senior Trustee shall have entered into the Senior
Indenture and the Corporation and the Subordinated
Trustee shall have entered into the Subordinated
Indenture, a copy of each of which will be furnished to
the Dealers, and each such Indenture shall be
continuing in full force and effect.
(j) Additional Conditions. There shall not have
occurred: (i) any change in the capital stock or long-
term debt of the Corporation or any of its subsidiaries
or any change, or any development involving a
prospective change, in or affecting the general
affairs, management, shareholders' equity, business,
properties, condition (financial or other), results of
operations or prospects of the Corporation which in the
opinion of the Relevant Dealers materially impairs the
investment quality of the Notes; (ii) a suspension or
material limitation in trading in the Corporation's
securities or in securities generally on the New York
Stock Exchange, the American Stock Exchange or the
over-the-counter market or the establishment of minimum
prices on such exchanges or such market by the
Commission, by such exchange or by any other regulatory
body or governmental authority having jurisdiction;
(iii) a general moratorium on commercial banking
activities declared by Federal or New York or
California State authorities; (iv) any downgrading in
the rating accorded the Corporation's debt securities
by Moody's Investors Service, Inc. or Standard & Poor's
Corporation (or, if such rating services
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<PAGE>
are not currently rating any of the Corporation's debt
securities, by any other "nationally recognized
statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) which currently
rates the Corporation's debt securities), or any public
announcement that Moody's Investors Service, Inc. or
Standard & Poor's Corporation (or if such rating
services are not currently rating any of the
Corporation's debt securities, any other nationally
recognized statistical rating organization which
currently rates the Corporation's debt securities) has
under surveillance or review its rating of any debt
securities of the Corporation (other than an
announcement with positive implications of a possible
upgrading, and no implication of a possible
downgrading, of such rating); (v) any outbreak or
escalation of major hostilities in which the United
States is involved, any declaration of war by Congress
or any other substantial national calamity or
emergency; or (vi) any material adverse change in the
existing national or international financial, political
or economic conditions or currency exchange rates or
exchange controls, that in the judgment of the Relevant
Dealers makes it impracticable or inadvisable to
proceed with the offering or distribution of the Notes
or dealings in the Notes in the secondary market.
(k) Other Information and Documentation. Prior
to the Commencement Date, the Corporation shall have
furnished to the Dealers such further information,
certificates and documents as the Dealers or counsel to
the Dealers may reasonably request.
All opinions, letters, evidence and certificates
mentioned above or elsewhere in this Agreement shall be
deemed to be in compliance with the provisions hereof
only if they are in the form and substance satisfactory
to counsel for the Dealers.
7. Additional Covenants of the Corporation. The
Corporation covenants and agrees that:
(a) Acceptance of Offer Affirms Representations
and Warranties. Each acceptance by it of an offer for
the purchase of Notes shall be deemed to be an
affirmation that no stop order suspending the
effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall
have been instituted and be pending or threatened at
the time of such acceptance, and that the
representations and warranties of the Corporation
contained in this Agreement and in any certificate
theretofore given to the Dealers pursuant hereto are
true and correct at the time of such acceptance, and an
undertaking that no such stop order or proceeding shall
have been issued or instituted or shall be pending or
threatened and that such representations and warranties
will be true and correct at the time of delivery to the
purchaser or his agent of the Notes relating to such
acceptance as though made at and as of each such time
(and such representations and warranties shall relate
to the Registration Statement and the Prospectus as
amended or supplemented to each such time).
(b) Subsequent Delivery of Officers'
Certificates. The Corporation agrees that during each
Marketing Period, each time that the Registration
Statement or any Prospectus shall be amended or
supplemented (other than by a Pricing Supplement
providing solely for the interest rates or maturities
of the Notes or the principal amount of Notes remaining
to be sold or similar changes), each time the
Corporation sells Notes to a Dealer as principal and
the applicable Principal Purchase Agreement
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<PAGE>
specifies the delivery of an officers' certificate
under this Section 7(b) as a condition to the purchase
of Notes pursuant to such Principal Purchase Agreement,
each time the Corporation sells Notes through a
Syndicated Offering or the Corporation files with the
Commission any document incorporated by reference into
any Prospectus, the Corporation shall submit to the
Dealers a certificate, (i) as of the date of such
amendment, supplement, Time of Delivery relating to
such sale or filing or (ii) if such amendment, supple-
ment or filing was not filed during a Marketing Period,
as of the first day of the next succeeding Marketing
Period, representing that the statements contained in
the certificate referred to in Section 6(f) hereof
which was last furnished to the Dealers are true and
correct at the time of such amendment, supplement or
filing, as the case may be, as though made at and as of
such time (except that such statements shall be deemed
to relate to the Registration Statement and each
Prospectus as amended and supplemented to such time).
(c) Subsequent Delivery of Legal Opinions. The
Corporation agrees that during each Marketing Period,
each time that the Registration Statement or any
Prospectus shall be amended or supplemented (other than
by a Pricing Supplement providing solely for the
interest rates or maturities of the Notes or the
principal amount of Notes remaining to be sold or
similar changes), each time the Corporation sells Notes
to a Dealer as principal and the applicable Principal
Purchase Agreement specifies the delivery of a legal
opinion under this Section 7(c) as a condition to the
purchase of Notes pursuant to such Principal Purchase
Agreement, each time the Corporation sells Notes
through a Syndicated Offering or the Corporation files
with the Commission any document incorporated by
reference into any Prospectus, the Corporation shall,
(i) concurrently with such amendment, supplement, Time
of Delivery relating to such sale or filing or (ii) if
such amendment, supplement or filing was not filed
during a Marketing Period, on the first day of the next
succeeding Marketing Period, furnish the Dealers (or
the lead manager on behalf of the underwriters in the
case of a Syndicated Offering) and their counsel with
the written opinions of the General Counsel of the
Corporation, each addressed to the Dealers (or the lead
manager on behalf of the underwriters in the case of a
Syndicated Offering) and dated the date of delivery of
such opinion, in form satisfactory to the Relevant
Dealer, of the same effect as the opinions referred to
in Section 6(e) hereof, but modified, as necessary, to
relate to the Registration Statement and each
Prospectus as amended or supplemented to the time of
delivery of such opinion; provided, however, that in
lieu of such opinion, such counsel may furnish the
Dealers (or the lead manager on behalf of the
underwriters in the case of a Syndicated Offering) with
a letter to the effect that the Dealers (or the lead
manager on behalf of the underwriters in the case of a
Syndicated Offering) may rely on such prior opinion to
the same extent as though it was dated the date of such
letter authorizing reliance (except that statements in
such prior opinion shall be deemed to relate to the
Registration Statement and each Prospectus as amended
or supplemented to the time of delivery of such letter
authorizing reliance).
(d) Subsequent Delivery of Accountant's Letters.
The Corporation agrees that during each Marketing
Period, each time that the Registration Statement or
any Prospectus shall be amended or supplemented to
include additional financial
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<PAGE>
information, each time the Corporation sells Notes to a
Dealer as principal and the applicable Principal
Purchase Agreement specifies the delivery of a letter
under this Section 7(d) as a condition to the purchase
of Notes pursuant to such Principal Purchase Agreement,
each time the Corporation sells Notes through a
Syndicated Offering or the Corporation files with the
Commission any document incorporated by reference into
any Prospectus which contains additional financial
information, the Corporation shall cause Ernst & Young
LLP (or other independent accounts of the Corporation
acceptable to the Dealers) to furnish the Dealers,
(i) concurrently with such amendment, supplement, Time
of Delivery relating to such sale or filing or (ii) if
such amendment, supplement, or filing was not filed
during a Marketing Period, on the first day of the next
succeeding Marketing Period, a letter, addressed
jointly to the Corporation and the Dealers and dated
the date of delivery of such letter, in form and
substance reasonably satisfactory to the Relevant
Dealer, of the same effect as the letter referred to in
Section 6(g) hereof but modified to relate to the
Registration Statement and each Prospectus, as amended
and supplemented to the date of such letter, with such
changes as may be necessary to reflect changes in the
financial statements and other information derived from
the accounting records of the Corporation; provided,
however, that if the Registration Statement or any
Prospectus is amended or supplemented solely to include
financial information as of and for a fiscal quarter,
such accountants may limit the scope of such letter to
the unaudited financial statements included in such
amendment or supplement unless there is contained
therein any other accounting, financial or statistical
information that, in the reasonable judgment of the
Relevant Dealer, should be covered by such letter, in
which event such letter shall also cover such other
information.
(e) Opinion on Settlement Date. On any
Settlement Date, the Corporation shall, if requested by
the Relevant Dealer or Dealers that solicited or
received the offer to purchase any Notes being
delivered on such Settlement Date, furnish such Dealers
with a written opinion of the General Counsel of the
Corporation, dated such settlement date, in form
satisfactory to such Dealers, to the effect set forth
in Section 6(e) hereof, but modified, as necessary, to
relate to the Prospectus relating to the Notes to be
delivered on such settlement date; provided, however,
that in lieu of such opinion, such counsel may furnish
the Dealers with a letter to the effect that the
Dealers may rely on such prior opinion to the same
extent as though it was dated such settlement date
(except that statements in such prior opinion shall be
deemed to relate to the Registration Statement and such
Prospectus as amended or supplemented to the time of
delivery of such letter authorizing reliance).
8. Indemnification and Contribution.
(a) Indemnification of Dealers. The Corporation
agrees to indemnify and hold harmless each Dealer and each
person, if any, who controls any Dealer within the meaning
of Section 15 of the Act from and against any loss, claim,
damage or liability, joint or several, and any action in
respect thereof, to which such Dealer or controlling person
may become subject, under the Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of,
or is based upon, any untrue statement or alleged untrue
statement of a material
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<PAGE>
fact contained in the Registration Statement or the
Prospectus, or arises out of, or is based upon, the omission
or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse each
Dealer and controlling person for any legal and other
expenses reasonably incurred by such Dealer or controlling
person in investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action;
provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to
the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in reliance
upon and in conformity with information furnished in writing
to the Corporation by or on behalf of any Dealer
specifically for use in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto);
provided, further, that such indemnity with respect to any
untrue statement or alleged untrue statement or omission or
alleged omission in any preliminary prospectus shall not
inure to the benefit of any Dealer from whom the person
asserting any such loss, claim, damage or liability
purchased Notes if such person was located in the United
States and was not sent a copy of the Prospectus at or prior
to the time of the confirmation of the sale of such Notes to
such person and the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected
in the Prospectus. The foregoing indemnity agreement is in
addition to any liability which the Corporation may
otherwise have to any Dealer or controlling person.
(b) Indemnification of the Corporation. Each Dealer
severally agrees to indemnify and hold harmless the
Corporation, each of its directors, each of its officers who
signed the Registration Statement and any person who
controls the Corporation within the meaning of the Act from
and against any and all loss, liability, claim, damage and
expense described in the indemnity contained in subsection
(a) of this Section, as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements
or omissions, made in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with information furnished
in writing to the Corporation by such Dealer specifically
for use in the Registration Statement (or any amendment
thereto) or such preliminary prospectus or the Prospectus
(or any amendment or supplement thereto). The foregoing
indemnity agreement is in addition to any liability which
any Dealer may otherwise have to the Corporation or any of
its directors, officers or controlling persons.
(c) Notice. Promptly after receipt by an indemnified
party under this Section of notice of any claim or the
commencement of any action, the indemnified party shall, if
a claim in respect thereof is to be made against the
indemnifying party under this Section, notify the
indemnifying party in writing of the claim or the
commencement of action; provided, however, that the failure
to notify the indemnifying party shall not relieve it from
any liability which it may have to an indemnified party
otherwise than under this Section. If any such claim or
action shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein,
and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense
thereof with counsel satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the
indemnified party under
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<PAGE>
this Section for any legal or other expenses subsequently
incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investiga-
tion; provided, however, that the Dealers shall have the
right to employ counsel to represent the Dealers who may be
subject to liability arising out of any claim in respect of
which indemnity may be sought by the Dealers against the
Corporation under this Section if, in the reasonable
judgment of the Dealers, it is advisable for the Agents to
be represented by separate counsel, and in that event the
fees and expenses of such counsel shall be paid by the
Corporation. The indemnifying party shall not be liable for
any settlement of any proceeding effected without its
written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel, the indemnifying
party agrees that it shall be liable for any settlement of
any proceeding effected without its written consent if
(i) such settlement is entered into more than 30 days after
receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior
to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party,
effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of
such proceeding.
(d) Contribution. If the indemnification provided for
in this Section 7 shall for any reason be unavailable to an
indemnified party under Section 7(a) or 7(b) hereof in
respect of any loss, claim, damage or liability, or any
action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the
relative benefits received by the Corporation on the one
hand and any Dealers on the other from the offering of the
Notes or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault
of the Corporation on the one hand and any Dealers on the
other with respect to the statements or omissions which
resulted in such loss, claim, damage or liability, or action
in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the
Corporation on the one hand and any Dealers on the other
with respect to such offering shall be deemed to be in the
same proportion as the total net proceeds from the offering
of the Notes (before deducting expenses) received by the
Corporation bears to the total commissions received by such
Dealers with respect to such offering. The relative fault
shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to
information supplied by the Corporation or any Dealer, the
intent of the parties and their relative knowledge, access
to information and opportunity to correct or prevent such
statement or omission. The Corporation and the Dealers agree
that it would not be just and equitable if contributions
pursuant to this Section 7(d) were to be determined by pro
rata allocation (even if the Dealers were treated as
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<PAGE>
one entity for such purpose) or by any other method of
allocation which does not take into account the equitable
considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof,
referred to above in this Section 7(d) shall be deemed to
include, for purposes of this Section 7(d), any legal or
other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this
Section 7(d), no Dealer shall be required to contribute any
amount in excess of the amount by which the total price at
which the Notes sold through such Dealer and distributed to
the public were offered to the public exceeds the amount of
any damages which such Dealer has otherwise paid or become
liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation.
9. Expenses. Whether or not the transactions
contemplated hereunder are consummated or this Agreement is
terminated, the Corporation will pay all costs and expenses
incident to the performance of the obligations of the
Corporation hereunder, including, without limiting the
generality of the foregoing, (i) all costs incident to the
authorization, issuance, sale and delivery of the Notes and
any taxes payable in that connection; (ii) all costs and
expenses incident to the preparing, printing, filing and
distributing of the Registration Statement (including all
exhibits thereto), the Prospectus, and any amendments or
supplements thereto, (iii) all costs and expenses of
printing and distributing this Agreement, any related
documents, the Indentures, the fees and expenses of each
Trustee, and any paying agencies under the Indentures,
(iv) all costs and expenses in connection with the
engraving, printing, issuance and delivery of the Notes,
(v) the determination of the eligibility of the Notes for
investment and the qualification of the Notes in accordance
with the provisions of Section 5(j) hereof, including filing
fees and the fees and disbursements of counsel for the
Dealers in connection therewith and in connection with the
preparation and printing of any Blue Sky Memorandum and
Legal Investment Survey in respect of the Notes, (vi) the
printing and delivery (including costs of mailing and
shipping) to the Dealers, in quantities as hereinabove
stated, of copies of the documents referred to in Sections
5(a) and 5(b) hereof, (vii) any fees charged by securities
rating services for rating the Notes, (viii) the costs and
fees in connection with any filings with the National
Association of Securities Dealers, Inc., (ix) all costs and
expenses in connection with the listing of the Notes on each
Stock Exchange and all stamp, registration and other taxes
and duties in connection with the establishment of the
Program and the performance of the transactions contemplated
herein, (x) [Registrant has omitted Clause (x), which
contains confidential fee information, from this filing on
Form 8-K and has filed such confidential portion separately
with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934], and (xi) all
other costs and expenses arising out of the transactions
contemplated hereunder and incident to the performance of
the Corporation's obligations under this Agreement or
otherwise in connection with the activities of the Dealers
(which shall not include advertising expenses unless
otherwise agreed by the Corporation) under this Agreement.
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<PAGE>
10. Reimbursement of Dealers' Expenses. If the sale
of the Notes provided for herein is not consummated because
any condition to the obligations of the Dealers' set forth
in Section 6 hereof is not satisfied (other than clause
(j)(iv) of Section 6) or because of any refusal, inability
or failure on the part of the Corporation to perform any
agreement herein or comply with any provision hereof other
than by reason of a default by any of the Dealers, the
Corporation will reimburse the Dealers severally upon demand
for all out-of-pocket expenses (including reasonable fees
and disbursements of counsel) that shall have been incurred
by them in connection with the proposed purchase and sale of
the Notes.
11. Termination. This Agreement may be terminated at
any time either (a) by the Corporation as to any Dealer or
(b) by any Dealer, insofar as this Agreement relates to such
Dealer, upon the giving of ten (10) days prior written
notice of such termination to the relevant party and the
other persons who are parties to this Agreement on the date
of such notice. In the event of such termination with
respect to any Dealer, this Agreement shall remain in full
force and effect with respect to any Dealer as to which such
termination has not occurred. The termination of this
Agreement with respect to a Dealer shall not require
termination of any Principal Purchase Agreement which has
not yet settled to which such Dealer is then a party, and
the termination of any such Principal Purchase Agreement
shall not require termination of this Agreement. If this
Agreement is terminated with respect to any Dealer, the
provisions of Sections 8, 12 and 17 shall survive. If, at
the time of any such termination of this Agreement, an offer
to purchase Notes has been accepted by the Corporation but
the time of delivery to the purchaser has not occurred, the
provisions of this Agreement shall remain in effect as to
such Dealer until such Notes are delivered. Termination
shall not affect any rights or obligations which have
accrued at the time of termination or which accrue
thereafter in relation to any act or omission or alleged act
or alleged omission which occurred prior to such time.
12. Survival of Representations and Indemnities. The
respective indemnity and contribution agreements,
representations, warranties and other statements of the
Corporation, its officers and the Dealer or Dealers set
forth in or made pursuant to this Agreement or any agreement
by such Dealer or Dealers to purchase Notes as principal
hereunder will remain in full force and effect, regardless
of any termination of this Agreement, any investigation made
by or on behalf of such Dealer or Dealers or the Corporation
or any of their respective officers, directors or
controlling persons and delivery of and payment for the
Notes.
13. Notices. All communications shall be by telex,
fax, in writing delivered by hand or by telephone (to be
promptly confirmed by telex or fax). Each communication
will be made to the relevant person at the fax number, telex
number, address or telephone number, in the case of
communication by telex, fax, or in writing, marked for the
attention of, and in the case of a communication by
telephone made to, the person from time to time designated
by that party to the others for the purpose. The initial
telephone number, fax number, telex number, address and
person so designated by the Corporation and the Dealers are
set out below:
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<PAGE>
Manager, Corporate Finance
First Interstate Bancorp
633 West Fifth Street, 8th Floor
Los Angeles, California 90071
Tel: (1-213) 614-2192
Fax: (1-213) 614-7787
Chase Securities, Inc.
Capital Markets Desk
One Chase Manhattan Plaza
New York, New York 10081
Tel: (1-212) 552-6621
Fax: (1-212) 552-1594
Goldman, Sachs & Co.
Medium-Term Note Department
85 Broad Street
New York, New York 10004
Tel: (1-212) 902 1482
Fax: (1-212) 902 3000
Euro Medium Term Note Desk
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Tel: (44-71) 774 2295
Fax: (44-71) 774 5711
Medium-Term Note Department
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, New York 10285
Tel: (1-212) 526 2040
Fax: (1-212) 528 1718
MTN Trading Desk
Lehman Brothers International (Europe)
One Broadgate
London EC2M 7HA
Tel: (44-71) 256 8256
Fax: (44-71) 260 2359
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<PAGE>
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
North Tower, World Financial Center
New York, New York 10281
Tel: (1-212) 449 7476
Fax: (1-212) 449 2234
Attn: MTN Product Management
EMTN Sales and Distribution Desk
Merrill Lynch International Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
Tel: (44-71) 867 3995
Fax: (44-71) 867 2292
Manager, Continuously Offered Products
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Tel: (1-212) 296 6700
Fax: (1-212) 764 7490
Managing Director, Market Services, Syndicate Department
Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
Tel: (44-71) 425 8000
Fax: (44-71) 425 7999
MTN Department
Salomon Brothers Inc
7 World Trade Center, 31st Floor
New York, New York 10048
Tel: (212) 783 6848
Fax: (212) 783 2274
<PAGE>
MTN Department
Salomon Brothers International Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1X 0SB England
Tel: (44-71) 721-3625
Fax: (44-71) 721-2829
Euro Medium Term Note Desk
UBS Limited
100 Liverpool Street
London EC2M 2RH
Tel: (44-71) 901 4253
Fax: (44-71) 901 3795
UBS Securities Inc.
299 Park Avenue
New York, New York 10171-0026
MTN Trading Desk
Attention: Len Jardine/Richard M. Messina
Tel: (1-212) 821 4370/4542
Fax: (1-212) 821 6138/4835
A communication will be deemed received (if by fax) when a
transmission report shows that the fax has been sent, (if by
telex) when a confirmed answerback is received at the end of
the transmission, (if by telephone) when made and (if in
writing) when delivered, in each case in the manner required
by this Section; provided, however, that any communication
which is received outside business hours or on a non-
business day in the place of receipt shall be deemed
received at the opening of business on the next following
business day in such place.
14. Calculation Agent. If Notes are issued which
require a calculation agent, the Corporation will request
the applicable Trustee to act as such calculation agent in
accordance with the applicable Indenture or the Corporation
may itself appoint another Calculation Agent or it may
appoint such Dealer or a person nominated by any Dealer(s)
(and not the applicable Trustee) to be the calculation agent
in respect of such issue of Notes. If a Dealer is to be the
calculation agent, the appointment of such Dealer shall,
except as otherwise agreed, be on the terms of the
calculation agent agreement set forth in Exhibit F hereto
(the terms of which the Corporation and each Dealer by their
signatures hereto hereby agree to). If the person nominated
as calculation agent is not a Dealer, such person shall
execute (if it has not already done so) an agreement
substantially in the form of the calculation agent agreement
set forth in Exhibit F, and the appointment of that person
shall be on the terms of that agreement, except as otherwise
agreed.
15. Increasing the Aggregate Proceeds.
(a) In the event the Corporation intends to
increase the aggregate proceeds from the issue of the
Notes under the Program, the Corporation shall provide
written notice of such an increase (subject to
subsection (b) of this Section) by delivering to each
Trustee, the Listing Agent and the Dealers that are
party hereto a letter substantially in the form set out
in Exhibit G hereto.
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<PAGE>
(b) Notwithstanding subsection (a) of this
Section, the right of the Corporation to increase the
aggregate proceeds of the Notes that may be issued
under the Program shall be subject to (i) the
Corporation's having received confirmation from each of
the nationally recognized statistical rating
organizations that rate the Corporation's debt
securities at the time of such increase that such an
increase will not result in either a downgrading or a
review of the Corporation's credit rating with possible
negative implications by the credit rating agencies
rating the Program; (ii) the forwarding of any further
or other documents required by any relevant Stock
Exchange(s) for the purpose of listing the Notes to be
issued under the Program on the relevant Stock
Exchange(s); and (iii) the filing of any further
documents and the making of any further registration,
if any, required by the Commission.
16. Successors and Assigns.
(a) This Agreement shall be binding upon, and inure
solely to the benefit of, each Dealer and the Corporation,
and to the extent provided in Section 8 hereof, any person
who controls such Dealer, and their respective
representatives, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this
Agreement. No purchaser of any of the Notes through a
Dealer hereunder shall be deemed a successor or assign by
reason of such purchase.
(b) The parties hereto agree that any of the Dealers
may substitute, subject to the prior consent of the
Corporation, an affiliate (the "Substitute") of such Dealer
in respect of all of its rights, powers, liabilities and
obligations under this Agreement and that such substitution
shall become effective upon delivery of a substitution
notice in the form attached hereto as Exhibit H by such
Dealer and the Substitute to all other parties hereto. Upon
delivery of such substitution notice to all the other
parties hereto, (i) such Dealer and such other parties shall
be released from further obligations to each other hereunder
and their respective rights against each other shall be
cancelled (such rights and obligations being referred to in
this Section 16(b) as "Discharged Rights and Obligations"),
(ii) such Dealer and such other parties shall assume new
obligations toward each other and acquire new rights against
each other which differ from the Discharged Rights and
Obligations only insofar as the Substitute and such other
parties have assumed and acquired such obligations and
rights in place of such Dealer and such other parties and
(iii) the Substitute and such other parties shall acquire
the same rights and assume the same obligations between
themselves they would have acquired and assumed had the
Substitute been an original party hereto instead of such
Dealer with the rights and obligations acquired or assumed
by it as a result of such substitution.
17. Amendment. This Agreement and the Exhibits hereto
may be amended only by written agreement of the Corporation
and Dealers that are party to this Agreement at the time of
amendment.
18. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State
of New York.
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<PAGE>
19. Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be an
original and all of which, taken together, shall constitute
one and the same instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized
representatives, all as of the date first above written.
FIRST INTERSTATE BANCORP
By:____________________
Name:
Title:
By:____________________
Name:
Title:
CHASE SECURITIES, INC.
By:____________________
Name:
Title:
GOLDMAN, SACHS & CO.
By:____________________
(Goldman, Sachs & Co.)
GOLDMAN SACHS INTERNATIONAL
By:____________________
Name:
Title:
LEHMAN BROTHERS INC.
By:____________________
Name:
Title:
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<PAGE>
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
By:____________________
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:____________________
Name:
Title:
MERRILL LYNCH INTERNATIONAL LIMITED
By:____________________
Name:
Title:
MORGAN STANLEY & CO. INCORPORATED
By:____________________
Name:
Title:
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
By:____________________
Name:
Title:
SALOMON BROTHERS INC
By:____________________
Name:
Title:
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<PAGE>
SALOMON BROTHERS INTERNATIONAL LIMITED
By:____________________
Name:
Title:
UBS LIMITED
By:____________________
Name:
Title:
UBS SECURITIES INC.
By:____________________
Name:
Title:
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<PAGE>
Schedule 1
SCHEDULE OF COMMISSIONS
All Notes subscribed by any Dealer pursuant to the Dealer
Agreement will be subscribed at an issue price to be agreed
in each case by the Corporation and the Relevant Dealer,
less a commission expressed as a percentage of the principal
amount of the Notes subscribed, determined by reference to
the maturity of the relevant Notes, not to be greater than
the following percentages (unless otherwise agreed between
the Corporation and the relevant Dealer):
Maturity Percentage
--------------------
[Registrant has omitted the Schedule of Commissions, which
contains confidential information, from this filing on Form
8-K and has filed such confidential portion separately with
the Securities and Exchange Commission pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934].
(For purposes of this Schedule of Commissions, the maturity
of a Floating Rate Note shall be deemed to be an exact
number of months.)
<PAGE>
EXHIBIT A-1 TO THE
DEALER AGREEMENT
----------------
Form of Dealer Accession Letter
[Date]
Manager, Corporate Finance
First Interstate Bancorp
633 West Fifth Street
Los Angeles, California 90071
United States of America
Re: First Interstate Bancorp
Global Medium-Term Note Program
-------------------------------
Dear Sirs,
We refer to the Dealer Agreement dated December 9, 1994
entered into in respect of First Interstate Bancorp's (the
"Corporation") Global Medium-Term Note Program and made
between the Corporation and the Dealers party thereto (which
agreement, as amended from time to time, is herein referred
to as the "Dealer Agreement"). Capitalized terms not
defined herein shall have the meanings specified in the
Dealer Agreement.
Conditions Precedent
____________________
We confirm that we are in receipt of the documents
referenced below:
(1) a copy of the Dealer Agreement, duly executed
by the parties thereto;
(2) copies of the Senior Indenture and the
Subordinated Indenture, duly executed by the parties
thereto;
(3) the Prospectus Supplement and Prospectus, in
such numbers of copies as we have reasonably required;
(4) a copy of each of the following most recently
delivered documents referred to in Section 6 of the
Dealer Agreement:
(a) Officers' Certificate (Section 6(f)),
(b) Opinions of Counsel to the Corporation
(Section 6(d)),
(c) Opinions of Sullivan & Cromwell (Section
6(e)),
(d) Letter of Ernst & Young LLP (Section
6(g)); and
(e) Copies of any consents, approvals and
confirmations of listings by any relevant stock
exchange or regulatory body; and we have found them to
our satisfaction.
For the purposes of the Dealer Agreement our
Notice details are as follows:
[INSERT NAME, ADDRESS, ATTENTION, TELEPHONE, TELEX AND FAX]
In consideration of the Corporation appointing us as a
Dealer under the Dealer Agreement we hereby undertake, for
the benefit of the Corporation and each of the other
Dealers, that we will perform and comply with all the duties
and obligations expressed to be assumed by a Dealer under or
pursuant to the Dealer Agreement.
This letter is governed by, and shall be construed in
accordance with, New York law.
Yours faithfully,
[Name of new Dealer]
By:______________________
Name:
Title:
cc: [Senior Trustee]
[Subordinated Trustee]
[Current Dealers]
Sullivan & Cromwell
- 2 -
<PAGE>
EXHIBIT A-2 TO THE
DEALER AGREEMENT
----------------
Form of Appointment Letter
[Date]
To: [Name and address of new Dealer]
Re: First Interstate Bancorp
Global Medium-Term Note Program
-------------------------------
Dear Sirs,
We refer to the Dealer Agreement dated December 9, 1994
(which agreement, as amended from time to time, is herein
referred to as the "Dealer Agreement") entered into in
respect of the above Global Medium-Term Note Program and
hereby acknowledge receipt of your Dealer Accession Letter
to us dated _____________________.
In accordance with Section 3 of the Dealer Agreement we
hereby confirm that, with effect from the date hereof, you
shall become a party to the Dealer Agreement, vested with
all the authority, rights, powers, duties and obligations of
a Dealer as if originally named as a Dealer under the Dealer
Agreement.
Yours faithfully,
First Interstate Bancorp
By:_____________________
Title:__________________
cc: [Senior Trustee]
[Subordinated Trustee]
[Current Dealers]
Sullivan & Cromwell
<PAGE>
EXHIBIT B TO THE
DEALER AGREEMENT
----------------
Form of One-Time Appointment Letter
[Address]
[Date]
Re: [Details of Notes to be issued]
-------------------------------
Dear Sirs:
We hereby confirm that, in consideration for your
agreeing to distribute the above issue of Notes under the
Global Medium-Term Note Program of First Interstate Bancorp
(the "Corporation"), for the purposes of this issue only, we
will treat you in all respects as a Dealer under the Dealer
Agreement dated December 9, 1994 (the "Dealer Agreement"), a
copy of which has been delivered to you, and you will enjoy
all rights and benefits, and be subject to all the
obligations, of Dealer as set out in the Dealer Agreement.
Also, copies of the following documents have been delivered
to you:
(1) copies of the Senior Indenture and/or
Subordinated Indenture, as appropriate, each duly
executed by the parties thereto;
(2) the Prospectus Supplement and Prospectus, in
such numbers of copies as you have reasonably required;
and
(3) a copy of each of the most recently delivered
documents referred to in Section 6 of the Dealer
Agreement:
(a) Officers' Certificate (Section 6(f)),
(b) Opinions of Counsel to the Corporation
(Section 6(d)),
(c) Opinions of Sullivan & Cromwell (Section
6(e)), and
(d) Letter of Ernst & Young LLP (Section
6(g)).
[IF APPOINTED AS AGENT OF THE CORPORATION, ADD THE
FOLLOWING -- You recognize that, in connection with this
issue, you are acting as the Corporation's agent and not as
principal.]
You acknowledge that such appointment is limited to
this particular issue of Notes and that such appointment
will terminate upon issue of the relevant Notes, but without
prejudice to any of your rights (including, without
limitation, any indemnification rights), duties or
obligations which have arisen prior to such termination.
Please confirm your acceptance of the following by
signing this letter and returning it to us.
Yours faithfully,
FIRST INTERSTATE BANCORP
By:_____________________
Confirmed on behalf of [Dealer]
By:___________________
cc: [Senior Trustee]
[Subordinated Trustee]
Sullivan & Cromwell
- 2 -
<PAGE>
EXHIBIT C-1 TO THE
DEALER AGREEMENT
----------------
Form of Terms/Syndication Agreement
TERMS/SYNDICATION AGREEMENT
_____________, 199_
First Interstate Bancorp
633 West Fifth Street
Los Angeles, California 90071
Attention: Manager, Corporate Finance
[The] undersigned agree[s] to purchase from you (the
"Corporation") the Corporation's ________________________
_________________________________________________________
(the "Notes") described in the Pricing Supplement, dated as
of the date hereof [in the form of Annex I hereto] (the
"Pricing Supplement") at __:00 a.m. __________ time on
__________________ (the "Settlement Date") at an aggregate
purchase price of ________________ (which is _______% of the
aggregate principal amount of the Notes) on the terms set
forth herein and in the Dealer Agreement, by and between the
Corporation and the other parties named therein (the "Dealer
Agreement"), incorporated herein by reference. In so
purchasing the Notes, [each of] the undersigned understands
and agrees that it is not acting as an agent of the
Corporation in the sale of the Notes.
When used herein and in the Dealer Agreement as so
incorporated, the term "Notes" refers to the Notes as
defined herein. All other terms defined in the Prospectus,
the Pricing Supplement relating to the Notes and the Dealer
Agreement shall have the same meaning when used herein.
The Corporation represents and warrants to us that the
representations and warranties of the Corporation set forth
in Section 1 of the Dealer Agreement (with the "Prospectus"
revised to read the "Prospectus as amended and supplemented
with respect to Notes at the date hereof") are true and
correct on the date hereof.
The obligation of [each of] the undersigned to purchase
Notes hereunder is subject to the continued accuracy, on
each date from the date hereof to and including the
Settlement Date, of the Corporation's representations and
warranties contained in the Dealer Agreement and to the
Corporation's performance and observance of all applicable
covenants and agreements contained therein. [ADD THE
FOLLOWING IF APPLICABLE:-- The obligation of the undersigned
to purchase Notes hereunder is further subject to the
receipt by the undersigned of the officers' certificate, the
opinions of the General Counsel of the Corporation, the
opinions of counsel to the Dealers and the letter of Ernst &
Young LLP referred to in Sections 6(f), 6(d), 6(e) and 6(g),
respectively, of the Dealer Agreement.]
[ADDITIONAL TERMS -- The following paragraphs 1 through 7
may be used (in whole or part) for syndicated offerings:
1. The Corporation agrees that it will issue the Notes and
the [Managers] [Dealers] named below [OPTION #1--
severally and not jointly] [OPTION #2-- jointly and
severally] agree to purchase the Notes at the purchase
price specified above (being equal to the issue price
of ____ percent less a management and underwriting fee
of ____ percent of the principal amount and a selling
concession of ____ percent of the principal amount, if
applicable).
[IF OPTION #1, INSERT--
The respective principal amounts of the Notes that each
of the [Managers] [Dealers] commits to underwrite are
set forth opposite their names below:
Name Principal Amount
---- ----------------
]
2. The purchase price specified above will be paid by the
Lead Manager named below on behalf of the [Managers]
[Dealers] by [wire transfer in same-day funds] [other]
to the Corporation on the Settlement Date.
3. In accordance with the provisions of Section 4(e) of
the Dealer Agreement, [
] [has] [have] been appointed as Stabilizing
Manager(s) with respect to this issue of Notes.
4. The Corporation hereby appoints each [Manager] [Dealer]
which is not a party to the Dealer Agreement (each an
"Additional Dealer") as a Dealer under the Dealer
Agreement solely for the purpose of the issue of Notes
to which this Terms/Syndication Agreement pertains.
Each such Additional Dealer shall be vested, solely
with respect to this issue of Notes, with all
authority, rights and powers of a Dealer purchasing
Notes as principal pursuant to the Dealer Agreement, a
copy of which it acknowledges it has received.
5. In consideration of the Corporation appointing [the]
[each] Additional Dealer as a Dealer solely with
respect to this issue of Notes, [the] [each] Additional
Dealer hereby undertakes for the benefit of the
Corporation and each of the other Dealers, that, in
relation to this issue of Notes, it will perform and
comply with all of the duties and obligations expressed
to be assumed by a Dealer under the Dealer Agreement.
6. Each Additional Dealer acknowledges that such
appointment is limited to this particular issue of
Notes and is not for any other issue of Notes of the
Corporation pursuant to the Dealer Agreement and that
such appointment will terminate upon issue of the
relevant Notes, but without prejudice to any rights
(including, without
- 2 -
<PAGE>
limitation, any indemnification rights), duties or
obligations of such Additional Dealer which have arisen
prior to such termination.
For purposes hereof, the notice details of each
Additional Dealer are as follows:
[____________
____________
____________
____________
Attention: _________________
Telephone: _____________
Telex: ______________
Fax: _______________. ]
[IF OPTION #1, INSERT--
7. If a default occurs with respect to one or more of the
several underwriting commitments to purchase any Notes
under this Agreement, [Managers] [Dealers] who have not
defaulted with respect to their respective several
underwriting commitments will take up and pay for, as
nearly as practicable in proportion to their respective
several underwriting commitments, Notes as to which
such default occurred, up to but not exceeding in the
aggregate 10% of the principal amount of the Notes for
which the non-defaulting [Managers] [Dealers] were
originally committed; provided, however, that if the
aggregate principal amount of Notes as to which such
default occurred exceeds 10% of the principal amount of
the Notes, the non-defaulting [Managers] [Dealers]
shall have the right to purchase all, but shall not be
under any obligation to purchase any of the Notes, and
if such non-defaulting [Managers] [Dealers] do not
purchase all the Notes, this Agreement shall terminate
without any liability on the part of any non-defaulting
[Managers] [Dealers]. Nothing herein will relieve a
defaulting [Manager] [Dealer] from liability for its
default.]
All notices and other communications hereunder shall be
in writing and shall be transmitted in accordance with
Section 13 of the Dealer Agreement.
This Terms/Syndication Agreement shall be governed by
and construed in accordance with the laws of New York.
- 3 -
This Terms/Syndication Agreement may be executed by any
one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an
original, but all such respective counterparts together
shall constitute one and the same instrument.
___________________________
By: _______________________
Name:
Title:
[AND/OR]
[INSERT MANAGERS]
(the "Managers")
By: [INSERT LEAD MANAGER]
(the "Lead Manager")
By: ________________________
Name:
Title:
CONFIRMED AND ACCEPTED, as of the
date first written above:
FIRST INTERSTATE BANCORP
By: ___________________
Name:
Title:
- 4 -
<PAGE>
EXHIBIT C-2 TO THE
DEALER AGREEMENT
----------------
Form of Principal Purchase Letter
PRINCIPAL PURCHASE LETTER
_______________, 199__
First Interstate Bancorp
633 West Fifth Street
Los Angeles, California 90071
Attention: Manager, Corporate Finance
The undersigned agree to purchase from you (the
"Corporation")______________________________________ (the
"Notes") described in the Pricing Supplement, dated as of
the date hereof [in the form of Annex I hereto] (the
"Pricing Supplement") at 11:00 a.m. __________ time on
_____________ (the "Settlement Date") at an aggregate
purchase price of _________________________ (which
is _____ % of the aggregate principal amount of the Notes)
on the terms set forth in the Dealer Agreement, by and
between the Corporation and the other parties named therein
(the "Dealer Agreement"), incorporated herein by reference.
In so purchasing the Notes, each of the undersigned
understands and agrees that it is not acting as an agent of
the Corporation in the sale of the Notes.
The Corporation represents and warrants to us that the
representations and warranties of the Corporation set forth
in Section 1 of the Dealer Agreement (with the "Prospectus"
revised to read the "Prospectus as amended and supplemented
with respect to Notes at the date hereof") are true and
correct on the date hereof.
This Principal Purchase Letter shall be governed and
construed in accordance with the laws of New York (without
regard to conflict of law principles).
This Principal Purchase Letter may be executed by any
one or more of the parties hereto in any number of
counterparts, each of which shall be deemed to be an
original, but all such respective counterparts together
shall constitute one and the same instrument.
[INSERT DEALERS]
By: ___________________
Name:
Title:
CONFIRMED AND ACCEPTED, as of the
date first written above
FIRST INTERSTATE BANCORP
By: ____________________
Name:
Title:
- 2 -
<PAGE>
EXHIBIT D TO THE
DEALER AGREEMENT
----------------
[ANNEX I TO TERMS/SYNDICATION AGREEMENT OR
PRINCIPAL PURCHASE LETTER]
FORM OF PRICING SUPPLEMENT
--------------------------
[Attached to, and part of, Terms/Syndication Agreement or
Principal Purchase Letter, if any]
Pricing Supplement
[and Supplemental Prospectus]
[LOGO]
First Interstate Bancorp
Global Medium-Term Note Program
[Title of Issue of Notes]
[Dealer Name(s)]
The date of this Pricing Supplement is [Issue Date ].
<PAGE>
This document (the "Pricing Supplement") is issued to
give details of an issue by First Interstate Bancorp (the
"Corporation") under its Global Medium-Term Note Program
[and to provide information supplemental to the Prospectus
referred to below].
This Pricing Supplement supplements the terms and
conditions in, and incorporates by reference, the Prospectus
dated December 9, 1994, and all documents incorporated by
reference therein (the "Prospectus"), and should be read in
conjunction with the Prospectus. Unless otherwise defined
in this Pricing Supplement, terms used herein have the same
meaning as in the Prospectus.
Particular Terms and Conditions
The following items under this heading "Particular
Terms and Conditions" are the particular terms which relate
to the issue which is the subject of this Pricing
Supplement.
[Include whichever of the following apply]
1. Issue Title: [Specify Name of Issue]
2. Tranche No: [Insert if Applicable]
3. Principal Amount of [Specify Currency and
Amount]
Issue or Tranche:
4. Principal Amount of [Insert if Applicable]
Issue Outstanding at
Date of Pricing
Supplement
5. Issue Price: [Specify Price]
6. Issue Date: [Specify Date]
7. Form of Notes: [Specify whether
Registered only/Bearer
only/Bearer and
Registered]
8. Priority of Notes: [Senior/Subordinated]
9. Indenture for the [Senior Indenture/
Notes: Subordinated Indenture]
10. Authorized
Denomination(s): [Specify Currency and
Amount(s)]
11. Specified Currency: [Specify]
12. Specified Principal [Specify Currency]
Payment Currency (if
different from
Specified Currency):
- 2-
<PAGE>
13. Specified Interest [Specify Currency]
Payment Currency (if
different from
Specified Currency):
14. Maturity:
(a) Maturity Date [Specify Date]
(b) Extension of
Maturity Option [Yes/No]
(c) Extension Period [Specify Period for which
Maturity Date can be
extended]
(d) Final Maturity Date [Specify Final Date]
15. Interest Commencement [Specify Date]
Date (if different from
the Issue Date):
16. Type of Notes: [Specify whether Fixed
Rate Notes, Floating Rate
Notes, Indexed Notes,
Original Issue Discount
Notes, Renewable Notes,
Dual Currency Notes,
Amortizing Notes/Other]
17. Fixed Rate Notes: [Yes/No]
(a) Fixed Interest [ ] %
Rate:
(b) Calculation Amount: [Specify Amount]
(c) Fixed Rate Interest [Specify Date(s)]
Payment Date(s):
(d) Initial Broken [Specify Amount per
Currency
Amount: and Denominations]
(e) Final Broken [Specify Amount per
Currency
Amount and Denominations]
(f) Fixed Rate Day [Specify Fraction]
Count Fraction(s)
(insert if not
30/360 basis):
- 3 -
<PAGE>
18. Floating Rate Notes: [Yes/No]
(A) If the "Primary Source for Interest Rate
Quotations" is a specified page, section or other
part of a specified information source, complete
the following as applicable:
(a) Calculation Amount: [Specify Amount]
(b) Reference Rate and [LIBOR/CD/Commercial
Paper
Specified Currency: Rate/Prime/Federal
Funds/Treasury
Rate/CMT/Other]
[Specify Currency]
(c) Primary Source for [Specify Information
Source
Interest Rate (i.e. whether
LIBOR/Commercial
Quotations: Paper/Prime/Federal
Funds/
Treasury/CMT/Other)
(d) Specified Screen, [Specify screen, page or
Page or Section: section of Information
Source]
(e) Specified Interest [Specify Number of Days,
Weeks
Period (Complete if or Months]
Euro-Market
convention applies):
(f) Interest Reset Period: [Specify whether daily,
weekly,
(Complete if U.S. monthly, quarterly, semi-
annually,
Market convention annually or otherwise]
applies)
[Specify applicable
month[s] in the case of a
semi-annual and annual
Interest Rate Reset
Period]
(g) Index Maturity: [Specify, including, if
applicable, designated
CMT Maturity Index]
(h) Index Currency: [Specify if other than
Specified Currency]
(i) Interest Rate for [Specify if applicable]
Initial Interest
Period or Interest
Reset Date
- 4 -
<PAGE>
(j) Interest Payment [Specify Dates, if Euro-
Market
Date(s): convention applies, or
that Interest Payment
Dates are the Interest
Reset Dates, if U.S.
market convention
applies)]
(k) Interest Reset Date: [Complete if U.S. market
convention applies;
indicate "Standard" or
specify]
(l) Interest Determination [Specify Date]
Date:
(m) Calculation Agent [Specify]
(if not the
applicable Trustee):
(n) Calculation Date: [Specify Date for CD
Reference Rate,
Commercial Paper
Reference Rate, Prime
Reference Rate, Federal
Funds Reference Rate,
Treasury Reference Rate,
CMT Reference Rate.]
(o) Minimum Interest Rate: [Specify Percent if
Applicable]
(p) Maximum Interest Rate: [Specify Percent if
Applicable]
(q) Spread: [+/-[ ] percent per
annum]
(r) Spread Multiplier: [Specify]
(s) Alternate Spread [Specify if Applicable]
(t) Alternate Spread [Specify if Applicable]
Multiplier:
(u) Floating Rate Day [Specify if Applicable]
Count Fraction(s):
B. If "Primary Source for Interest Rate Quotations" is
"Reference Banks", complete the following as
applicable:
(a) Calculation Amount: [Specify Amount]
(b) Specified Currency: [Specify]
(c) Interest Payment Dates: [Specify Dates]
- 5 -
<PAGE>
(d) Specified Interest [Specify Number of Days,
Weeks
Period: or Months]
(e) Interest Determination [Specify]
Date:
(f) Index Maturity: [Specify]
(g) Reference Banks: [Specify four]
(h) Relevant Financial [Specify]
Center:
(i) Minimum Interest Rate: [Specify percent]
(j) Maximum Interest Rate: [Specify percent]
(k) Spread: [+/- [ ] percent per
annum]
(l) Spread Multiplier: [Specify]
(m) Alternate Spread: [Specify if applicable]
(n) Alternate Spread [Specify if applicable]
Multiplier:
(o) Calculation Agent: [Specify]
(if not the
applicable Trustee)
(p) Floating Rate Day [Specify if Applicable]
Count Fraction(s):
19. Indexed Notes: [Yes/No]
(a) Interest Rate: [Specify Method of
Determination of
Interest]
(b) Amount of Principal: [Specify Method of
Determination of
Principal]
(c) Premium: [Specify Method of
Determination of Premium]
20. Original Issue Discount [Yes/No]
Notes:
(a) Reference Price: [Specify]
(b) Amortization Yield: [Specify]
- 6 -
<PAGE>
(c) Original Issue Discount: [Specify]
(d) Zero Coupon [Yes/No]
21. Renewable Notes: [Yes/No]
(a) Interest Rate: [Specify]
(b) Initial Maturity Date: [Specify]
(c) Final Maturity Date: [Specify]
(d) Election Date [Specify]
(e) Interest Payment Dates: [Specify]
(f) Number of Days before [Specify]
Election Date within
which Holder must
notify termination of
automatic extension of
maturity:
(g) Redemption Price: [Specify]
22. Dual Currency Notes: [Yes/No]
(a) Optional Payment [Specify]
Currency:
(b) Designated Exchange [Specify]
Rate:
(c) Interest Payment [Specify]
Dates:
(d) Option Election Dates: [Specify]
23. Amortizing Notes: [Yes/No]
(a) Instalment Date(s): [Specify]
(b) Instalment Amounts: [Specify]
(c) Table setting forth [Include Table Here]
repayment information:
24. Redemption Amount (if other [Specify Amount Above or
Below
than Principal Amount): Par or Otherwise]
- 7 -
<PAGE>
25. Basis of Calculation of [Give Details]
the Variable Redemption
Amount, if applicable:
26. Redemption Month [Specify Month and Year]
(Floating Rate Notes):
27. Corporation's Optional [Yes/No]
Redemption:
(a) Notice Period: [Specify Maximum and
Minimum Number of Days
for Notice Period]
(b) Amount: [All or Less than All
and, if Less than All,
Minimum Amounts]
(c) Date(s): [Specify]
28. Redemption at the Option [Yes/No]
of the Holders of Notes:
(a) Notice Period: [Specify Maximum and
Minimum Number of Days
for Notice Period]
(b) Amount: [All or Less than All
and, if Less than All,
Minimum Amounts]
(c) Date(s): [Specify]
29. Long Maturity Note: [Yes/No]
30. Unmatured Coupons Void [Yes/No]
on Early Redemption:
31. Talons:
(a) Talons for Future [Yes/No]
Coupons to be Attached
to Definitive Bearer
Notes:
(b) Fixed Rate Interest [Specify Dates]
Payment Date(s) or
Interest Payment
Date(s) on Which the
Talons (if any) Mature:
32. Receipts to be attached to [Yes/No]
Amortizing Notes:
- 8 -
<PAGE>
33 Applicable]
Relating to the Notes:
Other Relevant Terms
1. Listing (if yes, specify [Specify Stock Exchange]
Stock Exchange(s)):
2. Details of any Clearance [Give Details]
System other than DTC,
Euroclear or Cedel approved
by the Corporation and the
applicable Trustee and
Clearance and Settlement
Procedures:
3. Syndicated: [Yes/No]
4. If Syndicated:
(a) Liability: [Several/Joint and
Several]
(b) Lead Manager: [Name]
(c) Stabilizing Manager: [Name]
6. Commissions, Concessions [Specify]
and Discounts (applicable
in the case of U.S.
Offerings*):
7. Proceeds to the Corporation
(applicable in the case of
U.S. Offerings*)
8. Codes:
(a) Common Code: [Specify]
(b) ISIN: [Number]
(c) CUSIP: [Number]
(d) Other: [Number]
9. Identity of Dealer(s)/ [Name(s)]
Manager(s):
- 9 -
<PAGE>
10. Provisions for Bearer Notes:
(a) Exchange Date: [Date]
(b) Permanent Global Note: [Yes/No]
(c) Definitive Bearer Notes: [Yes/No]
(d) Individual Definitive [Yes/No. If yes, specify
Registered Notes: circumstances]
(e) Global Registered [Yes/No. If yes, specify
Notes: circumstances]
11. Provisions for Registered
Notes:
(a) Individual Definitive [Yes/No]
Registered Notes
Available on Issue
Date:
(b) DTC Global Note(s): [Yes/No. If yes, specify
number]
(c) Other Global [Yes/No. If yes, specify
number]
Registered Notes:
General Information
1. [Set out any additions or variations to the selling
restrictions.]
2. [Other]
[Supplemental Prospectus Information
The Prospectus is hereby supplemented with the
following information, which shall be deemed to be
incorporated in, and to form part of, the Prospectus.
[Set out here any additional disclosure regarding, for
example, taxation or exchange rate movements, which is
considered necessary for the particular issue.]]
FIRST INTERSTATE BANCORP
By: ____________________
Name:
Title:
______________________
[* U.S. Offerings means agency placements, principal
trades or syndicated offerings of Notes in which the
Notes offered are to be sold within the United States.]
<PAGE>
EXHIBIT E TO THE
DEALER AGREEMENT
----------------
SELLING RESTRICTIONS
(a) General. Other than in the United States of
America, no action has been or will be taken by the
Corporation or by or on behalf of any Dealer which would
permit a public offering of any of the Notes or distribution
the Prospectus or any amendment or supplement thereto issued
in connection with the offering of any of the Notes or any
other offering material, in any jurisdiction where there are
requirements for such purpose to be complied with.
Accordingly, Notes may not be offered or sold, directly or
indirectly, and neither a Prospectus or any amendment or
supplement thereto nor any advertisement or other offering
material may be distributed or published in any non-U.S.
jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Each
Dealer (and the Corporation in connection with sales of
Notes on its own behalf) will to the best of its knowledge
comply with all relevant laws, regulations and directives in
each non-U.S. jurisdiction in which it purchases, offers,
sells, or delivers Notes or has in its possession or
distributes the Prospectus or any amendment or supplement
thereto or any other offering material or any Pricing
Supplement.
No Dealer is authorized to make any representation or
use any information in connection with the issue, offering
and sale of the Notes other than as contained in or
consistent with the Prospectus, the applicable Pricing
Supplement or such other information relating to the
Corporation and/or the Notes which the Corporation has
authorized to be used or is otherwise publicly available.
Selling restrictions may be modified or supplemented by
the agreement of the Corporation and the relevant Dealer or
Dealers following a change in the relevant law, regulation
or directive. Any such modification or supplement will be
set out in the Pricing Supplement issued in respect of a
particular issue of Notes to which it relates or in a
supplement to the Prospectus.
(b) United States of America. Notes in bearer form
are subject to U.S. tax law requirements. Accordingly, with
respect to such Notes in bearer form, each Dealer represents
and agrees that:
(1) except to the extent permitted under U.S.
Treas. Reg. Section 1.163-5(c)(2)(i)(D) (the "D
Rules"),
(a) it has not offered or sold, and during
the restricted period will not offer or sell,
Notes in bearer form to a person who is within the
United States or its possessions or to a United
States person; and
(b) it has not delivered and will not
deliver within the United States or its
possessions definitive Notes in bearer form that
are sold during the restricted period;
(2) it has and throughout the restricted period
will have in effect procedures reasonably designed to
ensure that its employees or agents who are directly
engaged
<PAGE>
in selling Notes in bearer form are aware that such Notes
may not be offered or sold during the restricted period to a
person who is within the United States or its possessions or
to a United States person, except as permitted by the D
rules;
(3) if it is a United States person, it is
acquiring the Notes in bearer form for purposes of
resale in connection with their original issuance and
if it retains Notes in bearer form for its own account,
it will only do so in accordance with the requirements
of U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D)(6);
(4) it has not entered and will not enter into
any written contractual arrangement with respect to the
offer or sale of the Notes, except with its affiliates
or with the prior written consent of the Corporation;
(5) with respect to Notes in bearer form issued
as part of a "targeted offering", (a) it will offer and
sell the Notes in bearer form in accordance with
practices and documentation customary in the designated
foreign country, (b) it will use reasonable efforts to
sell the Notes in bearer form only within the
designated foreign country, (c) it has not made and
will not make, and will not consent to the making of,
any application for the listing of the Notes in bearer
form on any exchange located outside the designated
foreign country and (d) the issuance of the Notes in
bearer form is subject to guidelines or restrictions
imposed by governmental, banking or securities
authorities in the designated foreign country;
(6) with respect to Notes in bearer form issued
as part of a "targeted offering", more than 80 percent
of the Notes in bearer form allotted to it will be
offered and sold to persons who are not distributors by
distributors who maintain an office located in the
designated foreign country; and
(7) with respect to each affiliate that acquires
from it Notes in bearer form for the purpose of
offering or selling such Notes during the restricted
period, it either (a) repeats and confirms the
representations contained in clauses (1), (2), (3),
(4), (5) and (6) on behalf of such affiliate or
(b) agrees that it will obtain from such affiliate for
the benefit of the Corporation the representations
contained in clauses (1), (2), (3), (4), (5) and (6).
Terms used in this paragraph have the meanings given to
them by the U.S. Internal Revenue Code and regulations
thereunder, including the D Rules. For purposes of this
paragraph, a "targeted offering" shall mean an offering so
designated by the Corporation and the "designated foreign
country" shall be the foreign country designated by the
Corporation in connection with any such targeted offering.
In connection with the offer or sale by a Dealer from
its primary allotment of a Registered Notes that is
represented by an interest in a Temporary Global Note to a
person within the United States or its possessions, as
defined for purposes of U.S. Treas. Reg. Section 1.163-
5(c)(2)(i)(D), or to a United States person, as defined in
Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended, after the relevant Issue Date, promptly after such
offer or sale, such Dealer shall notify the applicable
Trustee of such sale and shall
- 2 -
<PAGE>
request that such Trustee (i) exchange such interest in such
Temporary Global Note for an interest in a DTC Global Note
or an individual Definitive Registered Note and (ii) arrange
for delivery of such DTC Global Note or individual
Definitive Registered Note, as the case may be, as soon as
practicable thereafter in accordance with the applicable
Indenture and the terms and conditions set forth in the note
representing the Notes.
Certain issues of Notes in respect of which any payment
is determined by reference to an index or formula, or to
changes in prices of securities or commodities, or certain
other Notes, shall be subject to such additional United
States selling restrictions as the Corporation and the
relevant Dealer or Dealers may agree as a term of issuance
and purchase of such Notes, as indicated in the applicable
Pricing Supplement. Each Dealer severally agrees that it
shall offer, sell and deliver such Notes only in compliance
with such additional United States selling restrictions.
(c) United Kingdom. Each Dealer represents and agrees
that:
(1) it has not offered or sold and, for so long
as Part III of the Companies Act 1985 remains in force
in relation to the Notes, will not offer or sell in the
United Kingdom, by means of any document, any Notes
other than to persons whose ordinary business it is to
buy or sell shares or debentures, whether as principal
or agent or, in any case, in circumstances which do not
constitute an offer to the public within the meaning of
the Companies Act 1985;
(2) it has complied and will comply with all
applicable provisions of the Financial Services Act
1986 with respect to anything done by it in relation to
the Notes in, from or otherwise involving the United
Kingdom;
(3) it has only issued or passed on and it will
only issue or pass on in the United Kingdom any
document received by it in connection with the issue of
any Note to a person who is of a kind described in
Article 9(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1988 or
is a person to whom the document may otherwise lawfully
be issued or passed on; and
(4) once the law which shall replace Part III of
the Companies Act 1985 has come into force, it will not
directly or indirectly, issue or cause to be issued in
the United Kingdom any advertisement offering Notes in
circumstances which would require (for the avoidance of
any contravention of the provisions) a prospectus to
have been delivered to the Registrar of the Companies
in England and Wales.
(d) Japan. Each Dealer understands that Notes
denominated in yen have not been, and will not be,
registered under the Securities and Exchange Law of Japan.
Each Dealer represents and agrees that it will not offer or
sell any Notes which are denominated in yen directly or
indirectly in Japan or to residents of Japan or for the
benefit of any Japanese person (which term as used herein
means any person resident in Japan including any corporation
or other entity organized under the laws of Japan) or to
others for reoffering or resale directly or indirectly in
Japan or to any resident of Japan or to any Japanese person
during the period of 90 days (or 180 days in the case a Dual
Currency Note (as defined in the
- 3 -
<PAGE>
Prospectus) denominated or redeemable in Yen) after the
Original Issue Date of the relevant Note. Thereafter, it
will not do so except in circumstances which will result in
compliance with any applicable laws, regulations and
ministerial guidelines of Japan.
Without limiting the generality of the foregoing, no
Notes denominated in Yen will be sold without the specific
approval of the Japanese Ministry of Finance, except for
single currency Notes repayable at their non-variable
principal or redemption amount and bearing interest at a
fixed interest rate or by reference to Yen LIBOR (plus or
minus a margin) and structured Notes, such as Nikkei-linked
and DAX-linked issues, in each case which are already
permitted by the Japanese Ministry of Finance.
(e) Germany. Each Dealer agrees, in connection with
the initial placement of Notes in Germany, unless otherwise
provided in the relevant Subscription Agreement in the case
of an issue made on a syndicated basis, to offer and sell
Notes (i) only for an aggregate purchase price per purchaser
of at least DM 80,000 (or the foreign currency equivalent)
or such other amount as may be stipulated from time to time
by applicable German law or (ii) in accordance with the
provisions of the German Securities Selling Prospectus Act
of 13th December, 1990, as amended, or any other laws
applicable in Germany governing the issue, offering and sale
of securities.
(f) Switzerland. Any issue, offer and sale of Notes
denominated in Swiss francs or carrying a Swiss franc
related element will, to the extent applicable, comply with
Swiss law and regulations of the Swiss National Bank. In
particular, any such issue must be effected and sold through
a bank or finance company domiciled in Switzerland which is
regulated under Article 8 of the Federal Law on Banks and
Savings Banks of 1934 (as amended) (which includes a branch
or subsidiary of a foreign bank located in Switzerland).
Under current guidelines, such bank or finance company must
have obtained the authorization of the Swiss National Bank
prior to effecting the transaction.
- 4 -
<PAGE>
EXHIBIT F TO THE
DEALER AGREEMENT
----------------
Form of Calculation Agent Agreement
CALCULATION AGENT AGREEMENT dated as of
______________, 199__ between FIRST INTERSTATE BANCORP (the
"Corporation") and [DEALER/DEALER'S NOMINEE] (the
"Calculation Agent", which expression shall include its
successors and assigns).
WHEREAS, the Corporation proposes to issue from
time to time notes (the "Notes") pursuant to the terms of a
Dealer Agreement dated December 9, 1994 (as amended from
time to time, the "Dealer Agreement") between the
Corporation and the other parties named therein relating to
the Global Medium-Term Note Program of the Corporation (the
"Program"); and
WHEREAS, the Corporation wishes to appoint the
Calculation Agent as calculation agent for the purpose of
making any determination which it is required to make
pursuant to the terms and conditions of the Notes identified
in the applicable Pricing Supplement (the "Conditions") in
respect of which it is appointed as Calculation Agent;
IT IS HEREBY AGREED as follows:
1. Interpretation. Expressions used and not defined
in this Agreement shall, unless the context otherwise
requires, bear the meanings given to them in the Conditions
of the Notes and the Dealer Agreement.
2. Appointment. In the event that the Calculation
Agent agrees to act as such in relation to a particular
issue of Notes, the Corporation appoints the Calculation
Agent as its agent for the purposes of making such
calculations and/or determinations in respect of the Notes
as are agreed between the Corporation and the Calculation
Agent (and set out in the Conditions) on the following terms
and conditions.
3. (a) Duties. The Calculation Agent will perform
the duties expressed to be performed by it in the Conditions
of the particular issue of Notes in respect of which it is
appointed. In respect of each such appointment, as soon as
practicable after the relevant time on such date as the
Conditions may require any specified amount to be
calculated, any quote to be obtained or any determination or
calculation to be made by the Calculation Agent, the
Calculation Agent (i) will determine the relevant interest
rate(s) and calculate the amount of interest payable in
respect of the Notes for the relevant interest period or
interest payment date, calculate any other specified amount,
obtain such quote or make such determination or calculation,
as the case may be, and (ii) will cause the interest rate
and the amount of interest payable for each interest period
or interest payment date and, if required, the relevant
interest payment date and, if required to be calculated, the
amount pertaining to redemption of the Notes, to be provided
to the applicable Trustee and the Corporation as soon as
possible after their determination but in no event later
than the seventh day thereafter. In performing its duties
under this Clause, the Calculation Agent shall obtain
relevant quotes from appropriate banks or reference agents
and/or obtain information from such other sources as are
specified
<PAGE>
in the Conditions or, in the event that no such information
is available from such sources, as the Calculation Agent
shall deem as appropriate.
(b) Changes to Conditions. The Calculation Agent
shall be obliged to perform only the duties set out
specifically in this Agreement and any duties necessarily
incidental to them. No implied duties or obligations shall
be read into this Agreement or the Conditions against the
Calculation Agent. If the Conditions are amended on or
after a date on which the Calculation Agent accepts any
appointment in a way which affects the duties expressed to
be performed by the Calculation Agent, the Calculation Agent
shall not be obliged to perform such duties as so amended
unless it has first approved the relevant change to the
Conditions.
(c) Notification of failure to make
determination. If the Calculation Agent at any material
time does not determine the relevant interest rate(s),
amount of interest payable or any specified amount
pertaining to the redemption of the Notes, obtain any quote,
or make any other determination or calculation which it is
required to make pursuant to the Conditions, it shall
forthwith notify the Corporation and the applicable Trustee.
4. Indemnity. The Corporation shall, upon
presentation of duly documented evidence, indemnify the
Calculation Agent against any loss, liability, cost, claim,
action, demand or expense (including, but not limited to,
all costs, charges and expenses paid or incurred in
disputing or defending any of the foregoing) which it may
incur or which may be made against it arising out of or in
relation to or in connection with its appointment or the
exercise of its functions, except such as may result from
the breach by it of the terms of this Agreement or from its
own wilful default, gross negligence or bad faith or that of
its officers or employees.
5. (a) Calculations Binding. The determination by
the Calculation Agent of any amount or of any state of
affairs, circumstance, event or other matter, or the
formation of any opinion or the exercise of any discretion
required or permitted to be determined, formed or exercised
by the Calculation Agent under or pursuant to this Agreement
shall (in the absence of manifest error) be final and
binding on the Corporation, the Dealers and the holders of
the Notes, Coupons, Talons or receipts.
(b) No Agency or Trust. In acting under this
Agreement and in connection with the Notes the Calculation
Agent shall not have any obligations towards or a
relationship of agency or trust with any of the holders of
the Notes, Coupons, Talons or receipts.
(c) Taking of Advice. The Calculation Agent may
consult on any legal matter any legal adviser selected by
it, who may be an employee of or legal adviser to the
Corporation, and it shall be protected and shall incur no
liability for action taken, or suffered to be taken, with
respect to such matter in good faith and in accordance with
the opinion of such legal adviser.
(d) Information Believed to be Genuine. The
Calculation Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing
suffered by
- 2-
<PAGE>
it in reliance upon any document or information from any
electronic or other source reasonably believed by it to be
genuine and to have been signed or otherwise given or
disseminated by the proper parties, even if it is
subsequently found not to be genuine or to be incorrect.
6. (a) Resignation. The Calculation Agent may
resign its appointment hereunder at any time by giving to
the Corporation not less than 60 days' written notice to
that effect (which notice may expire on different dates with
respect to different issues of Notes but shall not, in
respect of any issue of Notes, expire less than 30 days
before any due date for payment in respect of that issue of
Notes). In the event that the Calculation Agent is unable
or unwilling or otherwise fails to act, the Corporation will
immediately appoint a leading bank or investment banking
firm engaged in the over-the-counter index options or swap
market to act as its successor. No resignation by the
Calculation Agent shall take effect, nor may the Calculation
Agent be removed (save as set out in this Agreement), until
a replacement Calculation Agent has been appointed by the
Corporation. The Corporation agrees with the Calculation
Agent that if, by the day falling ten (10) days before the
expiration of any notice under this Clause 6, the
Corporation has not appointed a replacement Calculation
Agent, the Calculation Agent shall be entitled, on behalf of
the Corporation, to appoint as Calculation Agent in its
place a leading bank or investment banking firm engaged in
the over-the-counter index options or swap market (acting
through its principal London office) to which the
Corporation shall have no reasonable objection. Any
successor Calculation Agent appointed hereunder shall
execute and deliver to its predecessor and to the
Corporation an instrument accepting appointment hereunder
and thereupon such successor Calculation Agent, without
further act, deed or conveyance, shall become vested with
all authority, rights, powers, trust, immunities, duties and
obligations of such predecessor with like effect as if
originally named as the Calculation Agent hereunder.
(b) Termination of Appointment in Certain Events.
The Corporation may forthwith terminate the appointment of
the Calculation Agent if (i) at any time the Calculation
Agent becomes incapable of acting, or is adjudged bankrupt
or insolvent, or files a voluntary petition in bankruptcy or
makes an assignment for the benefit of its creditors or
consents to the appointment of a receiver, administrator or
other similar official of all or any substantial part of its
property or admits in writing its inability to pay or to
meet its debts as they become due and payable or suspends
payment thereof, or if a resolution is passed or an order
made for its winding-up or dissolution, or if a receiver,
administrator or other similar official of itself or all or
any substantial part of its property is appointed, or if an
order of any court is entered approving any petition filed
by or against it under the provisions of any applicable
bankruptcy or insolvency laws, or if any public officer
takes charge or control of it or its property or affairs for
the purpose of rehabilitation, conservation or liquidation;
or (ii) it fails duly to make any calculation or
determination required to be made by it under this Agreement
and the Corporation gives it notice that it intends to
appoint a replacement Calculation Agent to make the
calculation in question and subsequent calculations (if
any).
(c) If the appointment of the Calculation Agent
hereunder is terminated (whether by the Corporation of by
the resignation of the Calculation Agent), the Calculation
Agent shall on the date on which such termination takes
effect deliver to the successor Calculation Agent all
records concerning the Notes maintained by it (except such
documents
- 3 -
<PAGE>
and records as it is obliged by law or regulation to retain
or not to release) but shall have no other duties or
responsibilities hereunder.
(d) Notice. The Corporation shall give the
holders of Notes, in accordance with the Conditions, and the
applicable Trustee not less than 30 days' notice of any such
proposed resignation or termination or, where there is a
termination under Clause 6(b), shall give notice thereof as
soon as possible after such termination.
(e) Successor Corporations. Any corporation into
which the Calculation Agent may be merged or converted or
any corporation with which the Calculation Agent may be
consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Calculation Agent
shall be a party shall, to the extent permitted by
applicable law, be the deemed the successor Calculation
Agent under this Agreement. Notice of any such merger,
conversion or consolidation shall forthwith be given to the
Corporation.
7. Other Transactions. The Calculation Agent and any
of its officers, directors and employees may become the
owner of, or acquire any interest in, any Notes, Coupons,
receipts or Talons (if any) with the same rights that he or
she would have if the Calculation Agent were not appointed
hereunder and may engage or be interested in any financial
or other transaction with the Corporation and may act as
depositary, trustee or agent for any committee or body of
holders of Notes, Coupons, receipts of Talons (if any) or
other obligations of the Corporation as freely as if the
Calculation Agent were not appointed hereunder.
8. Notices. Any notices hereunder shall be in
accordance with Section 13 of the Dealer Agreement.
[NOTICE PROVISIONS TO BE SET OUT IN FULL IF
CALCULATION AGENT IS NOT A DEALER:
___________________
___________________
___________________
___________________
Attention: ___________________
Telephone: ___________________
Telex:________________________
Fax:__________________________]
9. Governing Law. This Agreement shall be governed
by, and construed in accordance with, New York law.
This Agreement has been entered into on the date stated
at the beginning.
- 4 -
<PAGE>
APPENDIX TO CALCULATION AGREEMENT
[Only required where Calculation Agent
is not a relevant Dealer for the relevant issue]
To: [Calculation Agent]
[Date]
FIRST INTERSTATE BANCORP
Global Medium-Term Note Program
We refer to the [Calculation Agency/Dealer]
Agreement date as of [Date] and made between the Corporation
and [[Calculation Agent]/the Dealers named in it] and to the
pricing supplement[s] dated __________________ (the "Pricing
Supplement[s]"). We hereby confirm your appointment as
Calculation Agent in relation to the following issue[s] of
Notes in accordance with the terms of the Pricing
Supplement[s] and the Calculation Agent Agreement [scheduled
to the Dealer Agreement]:
Please confirm your agreement to your appointment
by signing the acknowledgement at the foot of the enclosed
copy of this letter and returning it to us.
Yours faithfully,
For and on behalf of
FIRST INTERSTATE BANCORP
By:________________________
- 5 -
<PAGE>
We hereby confirm our agreement to our appointment
as Calculation Agent in accordance with the terms of your
letter of ________________ of which the above is a copy.
Yours faithfully,
[Calculation Agent]
By:___________________
cc: [applicable Trustee]
cc: [relevant Dealer[s]]
- 6 -
<PAGE>
EXHIBIT G TO THE
DEALER AGREEMENT
----------------
Form of Letter from the Corporation
Notifying of an Increase in the Aggregate Proceeds
Of the Global Medium-Term Note Program
[Date]
To: [Each Current Dealer/Senior Trustee/Subordinated
Trustee/Registrar and Transfer Agent/Listing Agent(s)]
Dear Sirs,
First Interstate Bancorp
Global Medium-Term Note Program
We hereby notify you, pursuant to Section 15(a) of the
Dealer Agreement dated December 9, 1994 (as amended from
time to time, the "Dealer Agreement") in respect of the
Corporation's Global Medium-Term Note Program, that the
aggregate proceeds of the above Program have been increased
to U.S.$[________] on _________________. In accordance with
Section 15(a) of the Dealer Agreement we hereby confirm to
you that the Corporation has received confirmation from each
of the credit agencies which rate the debt securities of the
Corporation that this proposed increase will not result in
either a downgrading or a review of the Corporation's credit
rating with possible negative implications by the rating
agencies rating the program.
Unless we receive notice to the contrary from you no later
than ten (10) days after your receipt of this letter, you
will (subject to our compliance with all matters
contemplated in Section 15(b) of the Dealer Agreement) be
deemed to have consented to the increase in the Aggregate
Proceeds pursuant to Section 15(a).
Terms used in this letter have the meanings given to them in
the Dealer Agreement.
Yours faithfully,
FIRST INTERSTATE BANCORP
By:_____________________
<PAGE>
EXHIBIT H TO THE
DEALER AGREEMENT
----------------
Form of Substitution Notice
[DATE]
To: [INSERT ALL PARTIES TO THE AGREEMENT AT THAT TIME]
This Substitution Notice relates and is supplemental to
the Dealer Agreement dated December 9, 1994, among First
Interstate Bancorp (the "Corporation") and the other parties
named therein (as amended or supplemented from time to time,
the "Dealer Agreement"). Terms defined in the Dealer
Agreement shall have the same meanings herein.
(A) [INSERT NAME OF PRIOR ENTITY] gives [INSERT ALL PARTIES
TO THE AGREEMENT AT THAT TIME] this Substitution Notice
pursuant to and for the purpose of Section 16 of the
Dealer Agreement so as to take effect in accordance
with the terms thereof on the last date on which a
party to the Dealer Agreement receives a Substitution
Notice from [INSERT NAME OF PRIOR ENTITY] (the
"Effective Date").
(B) [INSERT NAME OF PRIOR ENTITY] hereby undertakes with
[INSERT ALL PARTIES TO THE AGREEMENT AT THAT TIME] that
it will perform all those obligations which by the
terms of the Dealer Agreement will be assumed by
[INSERT NAME OF NEW ENTITY] on the Effective Date.
(C) This Substitution Notice and the rights and obligations
of the parties hereunder shall be governed by and
construed in accordance with New York law.
.................... ....................
Duly authorized for and Duly authorized for and
on behalf of on behalf of
[NAME OF PRIOR ENTITY] [NAME OF NEW ENTITY]
CONFIRMED and ACCEPTED,
as of the date first
above written
FIRST INTERSTATE BANCORP
By: ______________________________
CUSIP NO.: PRINCIPAL AMOUNT:
REGISTERED NO. FIXR.- $
FIRST INTERSTATE BANCORP
SENIOR MEDIUM-TERM NOTE, SERIES A
Due One Month or More from Date of Issue
(Fixed Rate)
[INSERT IF THE SECURITY IS TO BE A GLOBAL SECURITY - 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 OF A DEPOSITARY. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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)
MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY/MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE AS OPERATOR OF THE
EUROCLEAR SYSTEM/CEDEL, SOCIETE ANONYME] TO THE CORPORATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR, OR IN LIEU OF, THIS SECURITY IS REGISTERED IN THE NAME OF
[INSERT REGISTERED OWNER] OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON
IS MADE TO [INSERT REGISTERED OWNER], ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, [INSERT REGISTERED OWNER], HAS
AN INTEREST HEREIN.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET
FORTH ON THE REVERSE HEREOF:
<PAGE>
ISSUE PRICE:
ORIGINAL ISSUE DATE:
SPECIFIED CURRENCY:
<PAGE>
INTEREST RATE:
OPTION TO ELECT PAYMENT
IN U.S. DOLLARS (only
applicable if Specified
Currency is other than
U.S. dollars):
( ) Yes ( ) No
<PAGE>
STATED MATURITY:
AUTHORIZED DENOMINATIONS
(if Specified Currency is
U.S. dollars):
( ) $1,000 and
any integral
multiple
$1,000 in
excess
thereof
( ) ______________
<PAGE>
INDEXED CURRENCY:
CURRENCY DETERMINATION
AGENT:
EXCHANGE RATE AGENT:
INTEREST PAYMENT DATES:
OPTIONAL REDEMPTION:
( ) Yes ( ) No
OPTION TO ELECT
REPAYMENT:
( ) Yes ( ) No
REPAYMENT PROVISIONS:
EXTENDIBLE MATURITY NOTE:
AMORTIZING NOTE:
<PAGE>
Interest Rate Computation
Day count Fraction:
( ) 30/360
( ) _____________
REGULAR RECORD DATES:
INITIAL REDEMPTION DATE:
OPTIONAL REPAYMENT
DATE(S):
EXTENSION PERIOD:
AMORTIZATION FORMULA:
<PAGE>
(if Specified Currency is
other than U.S. dollars):
THIS SECURITY IS A:
( ) Global Security
( ) Certificated
Security
(only
applicable if
Specified
Currency is
other than U.S.
dollars)
REDEMPTION PRICE(S):
Initially ___% of
Principal Amount and
declining by ___% of the
Principal Amount on each
anniversary of the
Initial Redemption Date
until the Redemption
Price is 100% of the
Principal Amount
OPTIONAL REPAYMENT
PRICE(S):
AMORTIZATION PAYMENT
DATE(S):
<PAGE>
AMORTIZING NOTE:
If this Security was issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as
amended, the following shall be completed:
<PAGE>
ORIGINAL ISSUE DISCOUNT
SECURITY:
( ) Yes ( ) No
YIELD TO MATURITY:
<PAGE>
TOTAL AMOUNT OF OID:
INITIAL ACCRUAL PERIOD
OID:
<PAGE>
ISSUE PRICE (expressed as
a percentage of aggregate
principal amount):
METHOD USED TO DETERMINE
YIELD FOR INITIAL ACCRUAL
PERIOD:
( ) Approximate
( ) Exact
<PAGE>
FIRST INTERSTATE BANCORP, a corporation duly organized and
existing under the laws of Delaware (herein called the
"Corporation", which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to __________________________, or registered
assigns, the principal sum of ________________________ (any
currency or currency unit being hereinafter referred to as a
"Specified Currency") on the Stated Maturity shown above, and to
pay interest thereon from and including the Original Issue Date
shown above or from and including the last date in respect of which
interest has been paid, as the case may be, to, but excluding, the
next succeeding Interest Payment Date. Interest will be paid on
the Interest Payment Dates shown above, commencing with the first
such Interest Payment Date next succeeding the Original Issue Date
shown above (except as provided below), at the rate per annum
specified above, until the principal hereof is paid or made
available for payment, and interest shall accrue on any overdue
principal and on any overdue installment of interest (to the extent
that the payment of such interest shall be legally enforceable) at
the rate per annum in effect at the time such principal or
installment of interest, as the case may be, was due and payable.
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 Note (or one or more
predecessor Notes) is registered at the close of business on the
Regular Record Date (whether or not a Business Day, as defined), as
the case may be, next preceding such Interest Payment Date as shown
above; provided, however, that interest payable at the Stated
Maturity or upon earlier redemption or repayment will be payable to
the Person to whom principal shall be payable. Payments of
principal and interest on Notes for which payments of principal and
interest are made in equal installments over the life of the
security ("Amortizing Notes"), will be made on each Interest
Payment Date set forth above, and at maturity or upon earlier
redemption or repayment. Such payments will be payable to the
Person in whose name such Amortizing Note is registered at the
close of business on the fifteenth day (whether or not a Business
Day) next preceding the respective Interest Payment Date. If this
Note was originally issued between a Regular Record Date and an
Interest Payment Date, the first payment of interest on this Note
will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered owner of this Note
on such next succeeding Regular Record Date. Any interest not
punctually paid or duly provided for shall be payable as provided
in the Indenture.
If this Note is denominated in a Specified Currency other than
U.S. dollars, then the Holder may, be delivery of a written request
to the Paying Agent (as defined) at its principal office on or
prior to the applicable record date or at least 15 days prior to
the Stated Maturity, as the case may be, elect to receive all such
payments in U.S. dollars. Such election will remain in effect
until revoked by written notice received by the Paying Agent not
later than the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be (but no such
revocation may be made with respect to payments made on this Note
if an Event of Default has occurred with respect hereto or upon the
giving of a notice of redemption). In addition, if bid quotations
for U.S. dollars of the type specified on the reverse side hereof
are not available, the Currency Determination Agent (which shall be
the Corporation unless otherwise as set forth above) will be unable
to exchange the Specified Currency for U.S. dollars and payments of
principal and interest will be made in the Specified Currency. If
the Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the
Corporation's control, payments will be made in U.S. dollars as
described on the reverse side hereof.
Payments in U.S. dollars of interest on this Note (other than
interest payable at the Stated Maturity or upon earlier redemption
or repayment) will be made by mailing a check to the Holder at the
address of the Holder appearing in the security register on the
applicable record date. Principal and interest payable in U.S.
dollars at the Stated Maturity or upon earlier redemption or
repayment in respect of this Note will be paid in immediately
available funds upon surrender of this Note at the
<PAGE>
principal office of the Paying Agent in [the Borough of Manhattan,
The City of New York], accompanied by wire transfer instructions.
Payments in a Specified Currency other than U.S. dollars of
interest and principal on this Note will be made by wire transfer
to an account with a bank located in the country issuing the
Specified Currency (or with respect to Notes denominated in
European Currency Units, or "ECUs," Brussels), as shall have been
designated by filing the appropriate information with the Trustee
at its Corporate Trust Office at least 15 days prior to the
Interest Payment Date or Stated Maturity, as the case may be, by
the Holder, provided that, in the case of payment principal of (and
premium, if any) and any interest due at the Stated Maturity, the
Note is presented to the Paying Agent in time for the Paying Agent
to make such payments in such funds in accordance with its normal
procedures.
Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly
or through an Authenticating Agent, by manual signature of an
authorized signatory, this Note shall not be entitled to any
benefit under the Indenture of be valid or obligatory for any
purpose.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this instrument
to be duly executed under its corporate seal.
Dated: FIRST INTERSTATE BANCORP
[Corporate Seal] By: ____________________________
Title
ATTEST:
By: ____________________________
Trustee's Certificate of Authentication
This is one of the Securities of the series described herein
and referred to in the within-mentioned Indenture.
[BANKERS TRUST COMPANY, as Trustee
By: _______________________________
Authorized Signatory
-- or --
BANKERS TRUST COMPANY, as Trustee
By: _______________________________,
As Authenticating Agent
By:________________________________
Authorized Signatory]
<PAGE>
[REVERSE OF NOTE]
FIRST INTERSTATE BANCORP
SENIOR MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
Section 1. General. This Note is one of a duly authorized
issue of debentures, notes, bonds or other evidences of
indebtedness of the Corporation (herein called the "Securities"),
of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture, dated as of July 1, 1982, as
amended by the First Supplemental Indenture, dated as of
February 5, 1986, and the Second Supplemental Indenture, dated as
of May 15, 1989 (together, the "Indenture"), between the
Corporation and Bankers Trust Company, as Trustee, to which
Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the
Corporation and the Holders of the Notes. The Securities may be
issued in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, and may
otherwise vary as in the Indenture provided. This Note is one of a
series designated as "Senior Medium-Term Notes, Series A" of the
Corporation, limited in aggregate principal amount to U.S.
$1,000,000,000, or its equivalent at the time of issue in foreign
currencies or currency units, or in such lesser amount as may be
reduced by the sale of Securities of another series. References
herein to "Notes" shall mean the Notes of said Series A.
Section 2. Payments. (a) Interest payments on each Interest
Payment Date for this Note will include accrued interest from and
including the Original Issue Date or from and including the last
date in respect of which interest has been paid, as the case may
be, to, but excluding, such Interest Payment Date, except that at
the Stated Maturity the interest payments will include accrued
interest from and including the Original Issue Date, or from and
including the last date in respect of which interest has been paid,
as the case may be, to, but excluding, the Stated Maturity.
(b) If this Note is denominated in other than U.S. dollars and
if the Holder has made the election described in paragraph (c)
below, payment in respect of this Note shall be made in U.S.
dollars based on the highest indicated bid quotation for the
purchase of U.S. dollars for the Specified Currency obtained by the
Currency Determination Agent at approximately 11:00 A.M., New York
City Time, on the second Business Day next preceding the applicable
date (the "Conversion Date") from the bank composite or multi-
contributor pages of the Quoting Source for three (or two if three
are not available) major banks in The City of New York. The first
three (or two) such banks selected by the Currency Determination
Agent which are offering quotes on the Quoting Source will be used.
If fewer than two such bid quotations are available at 11:00 A.M.,
New York City time, on the second Business Day next preceding the
applicable payment date, such payment will be based on the noon
buying rate in The City of New York for cable transfers for such
Specified Currency as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") as of the
second Business Day next preceding the applicable payment date. If
the Market Exchange Rate for such date is not then available, such
payment will be made in the Specified Currency, unless such
Specified Currency is unavailable due to the imposition of exchange
controls or to other circumstances beyond the Corporation's
control, in which case payment will be made as described in
paragraph (d) below. As used herein, the "Quoting Source" means
Reuters Monitor Foreign Exchange Service, or if the Currency
Determination Agent
<PAGE>
determines that such service is not available, Telerate Monitor
Foreign Exchange Service, or if the Currency Determination Agent
determines that neither service is available, such comparable
display or other comparable manner of obtaining quotations as shall
be agreed between the Corporation and the Currency Determination
Agent. All currency exchange costs associated with any payment in
U.S. dollars on this Note shall be borne by the Holder hereof by
deductions from such payments.
As used herein, "Business Day", means any Monday, Tuesday,
Wednesday, Thursday or Friday that in the Place of Payment is not a
day on which banking institutions are authorized or required by
law, regulation or executive order to close.
(c) If this Note is denominated in other than U.S. dollars,
the Holder of this Note may elect to receive all such payments in
U.S. dollars as described in paragraph (b) above by delivery of a
written request to the Paying Agent at its principal office which
must be received by the Paying Agent on or prior to the applicable
record date or at least 15 calendar days prior to the Stated
Maturity, as the case may be. Such election shall remain in effect
unless and until revoked by written notice to the Paying Agent, but
the Paying Agent must receive written notice of any such revocation
on or prior to the applicable record date or at least 15 calendar
days prior to the Stated Maturity, as the case may be (but no such
revocation may be made with respect to payments made on this Note
if an Event of Default has occurred with respect hereto or upon the
giving of a notice of redemption). In the absence of manifest
error, all determinations by the Currency Determination Agent shall
be final and binding on the Corporation and the Holder of this
Note.
(d) If payment of this Note is required to be made in a
Specified Currency (e.g. ECUs) other than U.S. dollars and on a
payment date with respect to this Note such currency is
unavailable, in the good faith judgment of the Corporation, due to
the imposition of exchange controls or other circumstances beyond
the Corporation's control, then all payments in respect of this
Note shall be made in U.S. dollars until such currency unit is
again available. Any payment made under such circumstances in U.S.
dollars where the required payment is in a Specified Currency other
than U.S. dollars will not constitute an Event of Default under the
Indenture. The amount of each payment of U.S. dollars shall be
computed on the basis of the equivalent of the currency unit in
U.S. dollars, which shall be determined by the Currency
Determination Agent on the following basis. The component
currencies of the currency unit for this purpose (the "Component
Currencies") shall be the currency amounts that were components of
the currency unit as of the Conversion Date. The equivalent of the
currency unit in U.S. dollars shall be calculated by aggregating
the U.S. dollar equivalents of the Component Currencies. The U.S.
dollar equivalent of each of the Component Currencies shall be
determined by the Currency Determination Agent on the basis of the
Market Exchange Rate for each such Component Currency that is
available as of the third Business Day prior to the date on which
the relevant payment is due and for each such Component Currency
that is unavailable, if any, as of the Conversion Date for such
Component Currency.
If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of that
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 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.
<PAGE>
All determinations referred to above made by the Currency
Determination Agent, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Holder of this Note
and the Corporation, and the Currency Determination Agent shall
have no liability therefor.
(e) All percentages resulting from any calculations under this
Note will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point (with five one-millionths of one
percentage point being rounded upward) and all currency unit
amounts used in or resulting from any such calculation in respect
of the Notes will be rounded to the nearest one-hundredth of a unit
(with five one-thousandths being rounded upward).
(f) Until the Notes are paid or payment is duly provided for,
the Corporation will, at all times, maintain a paying agent (the
"Paying Agent") capable of performing the duties described herein
to be performed by the Paying Agent. The Corporation has initially
appointed the Trustee as the Paying Agent. The Corporation will
notify the Holders of such Notes, in accordance with the Indenture,
of any change in the Paying Agent or its address.
Section 3. Redemption. If so specified in the face hereof,
the Corporation may at its option redeem this Note in whole or from
time to time in part on or after the date designated as the Initial
Redemption Date on the face hereof at prices declining from a
premium specified on the face hereof, if any, to par together with
accrued interest to the date of redemption. The Corporation may
exercise such option by causing a notice of such redemption to be
mailed to each Holder by first class mail, postage prepaid, at
least 30 but not more than 60 days prior to the date of redemption.
In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the cancellation hereof. If less than
all of the Notes with like tenor and terms to this Note are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate.
Section 4. Repayment. If so specified on the face hereof,
this Note will be repayable prior to the Stated Maturity at the
option of the Holder on the Optional Repayment Dates shown on the
face hereof at a price equal to 100% of the principal amount hereof
or, if this Note is a Discounted Security (as specified on the face
hereof), at the applicable Option Repayment Price shown on the face
hereof, together with accrued interest to the date of repayment.
Section 5. Sinking Fund. The Notes will not be subject to
any sinking fund.
Section 6. Original Issue Discount Notes. Notwithstanding
anything herein to the contrary, if this Note is an Original Issue
Discount Note, the amount payable in the event of redemption or
repayment, or declaration of acceleration following an Event of
Default, prior to the Stated Maturity hereof in lieu of the
principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Note as of the redemption date, the
date of repayment or the date of declaration of acceleration, as
the case may be. The "Amortized Face Amount" of this Note shall be
the amount equal to (a) the Issue Price (as set forth on the face
hereof) plus (b) that portion of the difference between the Issue
Price and the principal amount hereof that has accrued at the Yield
to Maturity (as set forth on the face hereof) (computed in
accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face
Amount is calculated but in no event shall the Amortized Face
Amount of this Note exceed its principal amount.
Section 7. Events of Default. In case an Event of Default,
as defined in the Indenture, with respect to the Notes shall have
occurred and be continuing, the Trustee or Holders of at least 25%
<PAGE>
in principal amount of the Notes outstanding may declare the
principal amount of all the Notes, and upon such declaration such
principal amount of all the Notes shall become, due and payable, in
the manner, with the effect and subject to the conditions provided
in the Indenture.
Section 8. Modifications and Waivers. The 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 Notes of each
series to be affected under the Indenture at any time by the
Corporation and the Trustee with the consent of the Holders of not
less than 66 2/3% in principal amount of the Notes at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting, with certain exceptions as therein
provided, the Holders of not less than a majority in principal
amount of the Notes of each series at the time Outstanding, on
behalf of the Holders of all Notes of such series, to waive
compliance by the Corporation 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
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 hereof or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the right of the
Holder of this Note, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the
coin or currency, herein prescribed.
Section 9. Authorized Denominations. Unless otherwise
specified on the face hereof, Notes are issuable in registered form
without coupons in the minimum denomination of $1,000, or the
equivalent thereof in the Specified Currency, and in any larger
amount that is an integral multiple of $1,000. Notes may be
exchanged by the Holder hereof without charge except for any tax or
other governmental charge imposed in connection therewith, for a
like aggregate principal amount of Notes of other authorized
denominations in the manner and subject to the limitations provided
in the Indenture at the office or agency to be maintained by the
Corporation for such purpose.
Section 10. Registration of Transfer. Upon due presentment
for registration of transfer of this Note at the office or agency
of the Corporation maintained for such purpose one or more new
Notes of authorized denominations, for an equal aggregate principal
amount, will be issued to the transferee in exchange therefor
subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in
connection therewith.
If this Note is a global Note (as specified on the face
hereof), this Note is exchangeable only if (w) the Depositary
notifies the Corporation and the Trustee in writing that it is
unwilling or unable to continue as Depositary for this global Note
or if at any time 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 90 days, (x) the Corporation in its sole discretion
determines that this Note shall be exchangeable for certificated
Notes in registered form and delivers to the Trustee a written
order as described in the Indenture that this Note shall be so
exchangeable, or (y) there shall have occurred and be continuing an
Event of Default or an event which, with the lapse of time or the
giving of notice, or both, would constitute an Event of Default
with respect to the global Notes represented hereby or (z) there
shall exist such other circumstances, if any, as specified for this
purpose as contemplated by Section 301 of the Indenture, provided
that this permanent global Note shall be surrendered by the
Depositary, or such other depositary as shall have been specified
as provided in the Indenture, to the Trustee, as the agent for such
purpose, to be exchanged, in whole or in part, for definitive
Securities without
<PAGE>
charge, and the Trustee shall authenticate and deliver, in exchange
for each portion of this permanent global Note, an equal aggregate
principal amount of definitive Securities, executed by the
Corporation, of the same series of authorized denominations and of
like tenor as the portion of this global Note to be exchanged,
which shall be in the form of registered Securities as provided in
the Corporation's written order as described in the Indenture.
Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, this global Note
other than pursuant to clauses (w), (x), (y) or (z) above, shall be
authenticated and delivered in the form of, and shall be, a Global
Security. Except as provided above, owners of beneficial interests
in this permanent global Note will not be entitled to receive
physical delivery of Notes in certificated registered form and will
not be considered the Holders thereof for any purpose under the
Indenture.
Section 11. Owners. Prior to due presentment for
registration of transfer of this Note, the Corporation, the
Trustee, any Paying Agent and the Security Registrar may deem and
treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding
any notation of ownership or other writing hereon), for the purpose
of receiving payment of, or on account of, the principal hereof,
and, subject to the provisions on the face hereof, interest hereon,
and for all other purposes, and neither the Corporation nor the
Trustee nor any Paying Agent nor any Security Registrar shall be
affected by any notice to the contrary.
Section 12. Defeasance; Proceedings. The Indenture contains
provisions, which apply to this Note, for defeasance of (i) the
entire indebtedness of this Note and (ii) certain restrictive
covenants, subject in either case to compliance by the Corporation
with conditions set forth in the Indenture.
As provided in and subject to the provisions of the Indenture,
the Holder of this Note 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 Notes of this
series, the Holders of not less than 10% in principal amount of the
Notes of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of Notes 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 Note for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
Section 13. Definitions. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to
them therein.
Section 14. Governing Law. This Note shall be governed and
construed in accordance with the law of the State of New York.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects
to have the Corporation repay the principal amount of this Note or
portion hereof designated at the Optional Repayment Price indicated
on the face hereof.
Dated:
Signature
Sign exactly as name
appears on the front of
this Security [SIGNATURE
GUARANTEE - required only
if Securities are to be
issued and delivered to
other than the registered
holder].
Principal amount to be repaid,
if amount to be repaid is less
principal amount of this
Security (principal amount
remaining must be an authorized
denomination)
$ <PAGE>
Fill in for registration of
Securities if to be issued
otherwise than to the then
registered holder:
Name:
Address:
(Please print name and
address including zip
code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
<PAGE>
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - ..............Custodian..................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
...............................................
(state)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
_____________________________
______________________________________________________________
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:
Signature
NOTICE: THE SIGNATURE 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
WHATEVER.
CUSIP NO.: PRINCIPAL AMOUNT:
REGISTERED NO. FLR- $
FIRST INTERSTATE BANCORP
SENIOR MEDIUM-TERM NOTE, SERIES A
Due One Month or More from Date of Issue
(Floating Rate)
[INSERT IF THE SECURITY IS TO BE A GLOBAL SECURITY - 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 OF A DEPOSITARY. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY/MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, AS OPERATOR OF THE
EUROCLEAR SYSTEM/CEDEL, SOCIETE ANONYME] TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR, OR IN LIEU OF, THIS SECURITY IS REGISTERED IN THE NAME OF
[INSERT REGISTERED OWNER] OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
PAYMENT HEREON IS MADE TO [INSERT REGISTERED OWNER], ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
[INSERT REGISTERED OWNER], HAS AN INTEREST HEREIN.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION
SET FORTH ON THE REVERSE HEREOF:
<PAGE>
ISSUE PRICE:
ORIGINAL ISSUE DATE:
SPECIFIED CURRENCY:
<PAGE>
INITIAL INTEREST RATE:
OPTION TO ELECT PAYMENT
IN U.S. DOLLARS (only
applicable if Specified
Currency is other than
U.S. dollars):
__ Yes __ No
<PAGE>
STATED MATURITY:
AUTHORIZED DENOMINATIONS
(if Specified Currency is
U.S. dollars):
__ $1,000 and any
integral multiple of
$1,000 in excess
thereof
__ _____________
<PAGE>
INDEXED CURRENCY:
CURRENCY DETERMINATION
AGENT:
INTEREST RESET PERIOD:
CALCULATION DATES:
INTEREST PAYMENT PERIOD:
INDEX MATURITY:
MAXIMUM RATE:
<PAGE>
Interest Rate Computation
Day Count Fraction
__ 30/360
__ Actual/360
INTEREST RESET DATES:
ACCRUED INTEREST FACTOR:
INTEREST PAYMENT DATES:
SPREAD (plus or minus):
MINIMUM RATE:
CALCULATION AGENT:
EXCHANGE RATE AGENT:
<PAGE>
__ Actual/Actual
__ Other ___________
(if Specified Currency is
other than U.S. dollars):
THIS SECURITY IS A:
__ Global Security
__ Certificated
Security (only
applicable if
Specified Currency
is other than U.S.
dollars)
INTEREST DETERMINATION
DATES:
SPREAD MULTIPLIER:
BASE RATE: (check one)
__ CD Rate
__ Commercial Paper
Rate
__ Federal Funds Rate
__ LIBOR
__ LIBOR REUTERS
__ LIBOR TELERATE
__ Prime Rate
__ Treasury Rate
__ CMT Rate
__ Other
(see attached)
<PAGE>
OPTIONAL REDEMPTION:
__ Yes __ No
OPTION TO ELECT
REPAYMENT:
__ Yes __ No
REPAYMENT PROVISIONS:
EXTENDIBLE MATURITY NOTE:
AMORTIZING NOTE:
DEPOSITARY:
<PAGE>
INITIAL REDEMPTION DATE:
OPTIONAL REPAYMENT
DATE(S):
EXTENSION PERIOD:
AMORTIZATION FORMULA:
OTHER PROVISIONS:
<PAGE>
REDEMPTION PRICE(S):
Initially ___% of
Principal Amount and
declining by ___% of the
Principal Amount on each
anniversary of the
Initial Redemption Date
until the Redemption
Price is 100% of the
Principal Amount
OPTIONAL REPAYMENT
PRICE(S):
DISCOUNTED SECURITY:
__ Yes __ No
AMORTIZATION PAYMENT
DATE(S):
<PAGE>
If this Security was issued with "original issue discount"
for purposes of Section 1273 of the Internal Revenue Code of
1986, as amended, the following shall be completed:
<PAGE>
ORIGINAL ISSUE DISCOUNT
SECURITY:
__ Yes __ No
YIELD TO MATURITY:
OTHER TERMS:
<PAGE>
TOTAL AMOUNT OF OID:
INITIAL ACCRUAL PERIOD
OID:
<PAGE>
ISSUE PRICE (expressed as
a percentage of aggregate
principal amount):
METHOD USED TO DETERMINE
YIELD FOR INITIAL ACCRUAL
PERIOD:
__ Appropriate
__ Exact
<PAGE>
FIRST INTERSTATE BANCORP, a corporation duly authorized and
existing under the laws of Delaware (herein called the
"Corporation", which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to , or
registered assigns, the principal sum of
(each currency or currency unit being hereinafter
referred to as a "Specified Currency") on the Stated Maturity
shown above, and to pay interest thereon from and including its
Original Issue Date shown above or from and including the last
Interest Payment Date, as the case may be, to but excluding the
next succeeding Interest Payment Date; provided, however, that if
this Note has a daily or weekly Interest Reset Period, as shown
above, such interest will be paid from and including the Original
Issue Date shown above or from and including the last date in
respect of which interest has been paid, as the case may be, to
and including the Regular Record Date immediately preceding the
applicable Interest Payment Date, except that at maturity the
interest payments will include accrued interest from and
including the Original Issue Date, or from and including the last
date in respect of which interest has been paid, as the case may
be, to but excluding the Stated Maturity. Interest will be paid
on the Interest Payment Dates shown above, commencing with the
first such Interest Payment Date next succeeding the Original
Issue Date shown above (except as provided below), at the rate
per annum determined in accordance with the provisions on the
reverse hereof, depending on the Base Rate specified above and
the Spread, if any, or Spread Multiplier, if any, until the
principal hereof is paid or made available for payment, and
interest shall accrue on any overdue principal and on any overdue
installment of interest (to the extent that the payment of such
interest shall be legally enforceable) at the rate per annum in
effect at the time such principal or installment of interest, as
the case may be, was due and payable. The interest so payable
and punctually paid or duly provided for on an Interest Payment
Date will, as provided in such Indenture, be paid to the Person
in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the regular record date
for such interest, which shall be the fifteenth day (whether or
not a Business Day, as defined) next preceding such Interest
Payment Date; provided, however, that interest payable at the
Stated Maturity or upon earlier redemption or repayment will be
payable to the Person to whom principal shall be payable.
Payments of principal and interest on Notes for which payments of
principal and interest are made in equal installments over the
life of the security ("Amortizing Notes") will be made on each
Interest Payment Date set forth above, and at maturity or upon
earlier redemption or repayment. If this Note was originally
issued between a Regular Record Date and an Interest Payment
Date, the first payment of interest on this Note will be made on
the Interest Payment Date following the next succeeding Regular
Record Date to the registered owner of this Note on such next
succeeding Regular Record Date. Any interest not punctually paid
or duly provided for shall be payable as provided in the
Indenture.
If this Note is denominated in a Specified Currency other
than U.S. dollars, then the Holder may, by delivery of a written
request to the Paying Agent at its principal office on or prior
to the applicable record date or at least 15 days prior to the
Stated Maturity, as the case may be, elect to receive all such
payments in U.S. dollars. Such election will remain in effect
until revoked by written notice received by the Paying Agent not
later than on or prior to the applicable record date or at least
15 days prior to the Stated Maturity, as the case may be (but no
such revocation may be made with respect to payments made on this
Note if an Event of Default has occurred with respect thereto or
upon the giving of a notice of redemption). In addition, if bid
quotations for U.S. dollars of the type specified on the reverse
side hereof are not available, the Currency Determination Agent
will be unable to exchange the Specified Currency for U.S.
dollars and payments of principal and interest will be made in
the Specified Currency. If the Specified Currency is unavailable
due to the imposition of exchange controls or to other
circumstances beyond the Corporation's control, payments will be
made in U.S. dollars as described on the reverse side hereof.
<PAGE>
Payments in U.S. dollars of interest on this Note (other
than interest payable at the Stated Maturity or upon earlier
redemption or repayment) will be made by mailing a check to the
Holder at the address of the Holder appearing in the security
register on the applicable record date. Principal and interest
payable in U.S. dollars at the Stated Maturity or upon earlier
redemption or repayment in respect of this Note will be paid in
immediately available funds upon surrender of this Note at the
principal office of the Paying Agent in New York, New York or
London, England, as the case may be, in either case, accompanied
by wire transfer instructions. Payments in a Specified Currency
other than U.S. dollars of interest and principal on this Note
will be made by wire transfer to an account with a bank located
in the country issuing the Specified Currency (or with respect to
Notes denominated in European Currency Units, or "ECUs,"
Brussels), as shall have been designated by filing the
appropriate information with the Trustee at its Corporate Trust
Office or the Paying Agent at least 15 days prior to the Interest
Payment Date or Stated Maturity, as the case may be, by the
Holder, provided that, in the case of payment of principal of
(and premium, if any) and any interest due at the Stated
Maturity, the Note is presented to the Paying Agent in time for
the Paying Agent to make such payments in such funds in
accordance with its normal procedures.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof,
directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be duly executed under is corporate seal.
Dated: FIRST INTERSTATE BANCORP
[Corporate Seal] By: _________________________
Title
ATTEST:
By: _______________________________
Trustee's Certificate of Authentication
This is one of the Securities of the series described herein
and referred to in the within-mentioned Indenture.
[BANKERS TRUST COMPANY, as Trustee
By: ______________________________
Authorized Signatory
or
BANKERS TRUST COMPANY, as Trustee
By: ____________________________,
As Authenticating Agent
By: _______________________
Authorized Signatory]
<PAGE>
[REVERSE OF NOTE]
FIRST INTERSTATE BANCORP
SENIOR MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
Section 1. General. This Note is one of a duly authorized
issue of debentures, notes, bonds or other evidences of
indebtedness of the Corporation (herein called the "Securities"),
of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture, dated as of July 1, 1982, as
amended by the First Supplemental Indenture, dated as of February
5, 1986, and the Second Supplemental Indenture, dated as of
May 15, 1989, (together, the "Indenture"), between the
Corporation and Bankers Trust Company, as Trustee, to which
Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the
Trustee, the Corporation and the Holders of the Notes. The
Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase
or analogous funds, if any, and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as
"Senior Medium-Term Notes, Series A" of the Corporation, limited
in aggregate principal amount to U.S. $1,000,000,000, or its
equivalent at the time of issue in foreign currencies or currency
units, or in such lesser amount as may be reduced by the sale of
Securities of another series. References herein to "Notes" shall
mean the Notes of said Series A.
Section 2. Payments. (a) Interest on this Note will be
payable monthly, quarterly, semiannually or annually (the
"Interest Payment Period") as shown on the face hereof. Except
as provided below or on the face hereof, the date or dates on
which interest will be payable (each an "Interest Payment Date")
will be, (i) if this Note has a daily, weekly or monthly Interest
Reset Date, the third Wednesday of each month or on the third
Wednesday of March, June, September and December of each year;
(ii) if this Note has a quarterly Interest Reset Date, the third
Wednesday of March, June, September and December of each year;
(iii) if this Note has a semiannual Interest Reset Date, the
third Wednesday of each of the two months of each year specified
on the face hereof; and (iv) if this Note has an annual Interest
Reset Date, the third Wednesday of one month of each year
specified on the face hereof. Unless otherwise specified on the
face hereof, if any Interest Reset Date for this Note would
otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next day that is a
Business Day except that, if the Base Rate indicated on the face
of this Note is LIBOR and if such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall be
the immediately preceding Business Day.
The rate of interest on this Note will be reset daily,
weekly, monthly, quarterly, semiannually or annually (an
"Interest Reset Date"), as specified on the face hereof. Unless
otherwise specified on the face hereof, the Interest Reset Date
will be, if the rate of interest on this Note resets daily, each
Business Day; if the rate of interest on this Note (other than
Treasury Rate Notes) resets weekly, Wednesday of each week; in
the case of the Treasury Rate Notes that reset weekly, Tuesday of
each week (except as provided below); if the rate of interest on
this Note resets monthly, the third Wednesday of each month; if
the rate of interest on this Note resets quarterly, the third
Wednesday of March, June, September and December; if the rate of
interest on this Note resets semiannually, the third Wednesday of
each of the two months of each year specified on the face hereof;
and if the rate of interest on this Note resets annually, the
third
<PAGE>
Wednesday of the month of each year specified on the face hereof.
If any Interest Reset Date for this Note would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding Business Day, except that if the
Base Rate indicated on the face of this Note is LIBOR and such
Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the next preceding Business Day. If
the Base Rate indicated on the face of this Note is the Treasury
Rate and if an auction of Treasury bills (as hereinafter defined)
falls on a day that is an Interest Reset Date for this Note, the
Interest Reset Date shall be the following day that is a Business
Day.
As used herein, "Business Day", means any Monday, Tuesday,
Wednesday, Thursday or Friday, that in the Place of Payment is
not a day on which banking institutions are authorized or
obligated by law or executive order to close and, with respect to
Notes as to which LIBOR is an applicable Base Rate, is also a
London Business Day. As used herein, "London Business Day" means
any day (a) on which dealings in deposits in the Specified
Currency are transacted in the London interbank market, (b) if
the Designated LIBOR Currency is other than the ECU, on which
dealings in deposits in such Designated LIBOR Currency are
transacted in the London interbank market or (c) if the
Designated LIBOR Currency is the ECU, that is not designated as
an ECU Non-Settlement Day by the ECU Banking Association in Paris
or otherwise generally regarded in the ECU interbank market as a
day on which payments on ECUs shall not be made.
(b) If this Note is denominated in other than U.S. dollars
and if the Holder has made the election described in paragraph
(c) below, payment in respect of this Note shall be made in U.S.
dollars based on the highest indicated bid quotation for the
purchase of U.S. dollars for the Specified Currency obtained by
the Currency Determination Agent at approximately 11:00 A.M., New
York City time, on the Second Business Day next preceding the
applicable payment date (the "Conversion Date") from the bank
composite or multi-contributor pages of the Quoting Source for
three (or two if three are not available) major banks in The City
of New York. The first three (or two) such banks selected by the
Currency Determination Agent which are offering quotes on the
Quoting Source will be used. If fewer than two such bid
quotations are available at 11:00 A.M., New York City time, on
the second Business Day next preceding the applicable payment
date, such payment will be based on the noon buying rate in the
City of New York for cable transfers for such Specified Currency
as certified for customs purposes by the Federal Reserve Bank of
New York (the "Market Exchange Rate") as of the second Business
Day next preceding the applicable payment date. If the Market
Exchange Rate for such date is not then available, such payment
will be made in the Specified Currency, unless such Specified
Currency is unavailable due to the imposition of exchange
controls or to other circumstances beyond the Corporation's
control, in which case payment will be made as described in
paragraph (d) below. As used herein, the "Quoting Source" means
Reuters Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that such service is not
available, Telerate Monitor Foreign Exchange Service, or if the
Currency Determination Agent determines that neither service is
available, such comparable display or other comparable manner of
obtaining quotations as shall be agreed between the Corporation
and the Currency Determination Agent. All currency exchange
costs associated with any payment in U.S. dollars on this Note
shall be borne by the Holder hereof by deductions from such
payments.
(c) If this Note is denominated in other than U.S. dollars,
the Holder of this Note may elect to receive all such payments in
U.S. dollars as described in paragraph (b) above by delivery of a
written request to the Paying Agent at its principal office,
which must be received by the Paying Agent on or prior to the
applicable record date or at least 15 calendar days prior to the
Stated
<PAGE>
Maturity, as the case may be. Such election shall remain in
effect unless and until revoked by written notice to the Paying
Agent, but the Paying Agent must receive written notice of any
such revocation on or prior to the applicable record date or at
least 15 calendar days prior to the Stated Maturity, as the case
may be (but no such revocation may be made with respect to
payments made on this Note if an Event of Default has occurred
with respect hereto or upon the giving of a notice of
redemption). In the absence of manifest error, all
determinations by the Currency Determination Agent shall be final
and binding on the Corporation and the Holder of this Note.
(d) If payment of this Note is required to be made in a
Specified Currency (e.g. ECUs) other than U.S. dollars and on a
payment date with respect to this Note such currency is
unavailable, in the good faith judgment of the Corporation, due
to the imposition of exchange controls or other circumstances
beyond the Corporation's control, then all payments in respect of
this Note shall be made in U.S. dollars until such currency unit
is again available. Any payment made under such circumstances in
U.S. dollars where the required payment is in a Specified
Currency other than U.S. dollars will not constitute an Event of
Default under the Indenture. The amount of each payment of U.S.
dollars shall be computed on the basis of the equivalent of the
currency unit in U.S. dollars, which shall be determined by the
Currency Determination Agent on the following basis. The
component currencies of the currency unit for this purpose (the
"Component Currencies") shall be the currency amounts that were
components of the currency unit as of the Conversion Date. The
equivalent of the currency unit in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalents of the
Component Currencies. The U.S. dollar equivalent of each of the
Component Currencies shall be determined by the Currency
Determination Agent on the basis of the Market Exchange Rate for
each such Component Currency as of the Conversion Date.
If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of that
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 Currency
Determination Agent, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Holder of this
Note and the Corporation, and the Currency Determination Agent
shall have no liability therefor.
(e) Interest payments on each Interest Payment Date for
this Note (except if the rate of interest on this Note resets
daily or weekly) will include accrued interest from and including
the Original Issue Date or from and including the last date in
respect of which interest has been paid or duly provided for, as
the case may be, to, but excluding, such Interest Payment Date or
Stated Maturity. If the rate of interest on this Note resets
daily or weekly, interest payments will include accrued interest
from and including the Original Issue Date or from and including
the last date in respect of which interest has been paid, as the
case may be, to and including the Regular Record Date immediately
preceding the applicable Interest Payment Date, except that at
the Stated Maturity the interest payments will include accrued
interest from and including the Issue Date, or from and including
the last day in respect of which interest has been paid, as the
case may be, to, but excluding, the Stated Maturity.
Accrued interest shall be calculated by multiplying the
principal amount of this Note by an accrued interest factor.
Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which
accrued interest is being calculated. Unless otherwise set forth
on the face hereof, the interest factor (rounded upward, if
necessary, to the
<PAGE>
next higher one hundred-thousandth of a percent) for each such
day is computed by dividing the interest rate applicable to such
day by 360, if the Base Rate indicated on the face hereof is the
Commercial Paper Rate, the Federal Funds Rate, the CD Rate, the
Prime Rate or LIBOR or by the actual number of days in the year,
if the Base Rate indicated on the face hereof is the Treasury
Rate or the CMT Rate. The interest rate applicable to any date
that is an Interest Reset Date is the interest rate for such
Interest Reset Date. The interest rate applicable to any other
day is the interest rate for the immediately preceding Interest
Reset Date (or, if none, the Initial Interest Rate, as described
below). Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the face
hereof. In addition, the interest rate hereon shall in no event
be higher than the maximum interest rate permitted by New York
law as the same may be modified by United States law of general
application.
(f) The interest rate in effect with respect to this Note
from the Issue Date to the first Interest Reset Date (the
"Initial Interest Rate") will be specified on the face hereof.
The interest rate for each subsequent Interest Reset Date will be
determined by the Calculation Agent as follows:
Determination of Commercial Paper Rate. If the Base
Rate is the Commercial Paper Rate as indicated on the face
hereof, the "Commercial Paper Rate" for each Interest Reset
Date will be determined by the Calculation Agent as of the
second Business Day prior to such Interest Reset Date (a
"Commercial Paper Interest Determination Date") and shall be
the Money Market Yield (as defined below) on such date of
the rate for commercial paper having the Index Maturity as
indicated on the face hereof, as such rate shall be
published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest
Rates", or any successor publication ("H.15(519)"), under
the heading "Commercial Paper." In the event that such rate
is not published prior to 9:00 A.M., New York City time, on
the Calculation Date (as defined below), then the Commercial
Paper Rate shall be the Money Market Yield on such
Commercial Paper Interest Determination Date of the rate for
commercial paper of the specified Index Maturity as
published by the Federal Reserve Bank of New York in its
daily statistical release "Composite 3:30 P.M. Quotations
for U.S. Government Securities" ("Composite Quotations")
under the heading "Commercial Paper." If by 3:30 P.M, New
York City time, on such Calculation Date such rate is not
yet published in Composite Quotations, then the Commercial
Paper Rate for such Commercial Paper Interest Determination
Date shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 A.M., New York City time,
on such Commercial Paper Interest Determination Date of
three leading dealers of commercial paper in The City of New
York selected by the Calculation Agent for commercial paper
of the specified Index Maturity, placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized securities rating agency; provided,
however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as mentioned
in this sentence, the Commercial Paper Rate with respect to
such Commercial Paper Interest Determination Date will be
the Commercial Paper Rate in effect on such Commercial Paper
Interest Determination Date.
"Money Market Yield" shall be a yield calculated in
accordance with the following formula:
Money Market Yield = D X 360 X 100
360 - (D X M)
<PAGE>
where "D" refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and
expressed as a decimal, and "M" refers to the actual number
of days in the interest period for which interest is being
calculated.
The Calculation Date pertaining to a Commercial Paper
Interest Determination Date shall be the earlier of (i) the
tenth calendar day after such Commercial Paper Interest
Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
The interest rate for each such Interest Reset Date
shall be the Commercial Paper Rate applicable to such
Interest Reset Date plus or minus the Spread and/or
multiplied by the Spread Multiplier, as indicated on the
face hereof; however, the interest rate in effect for the
period from the Original Issue Date to the first Interest
Reset Date will be the Initial Interest Rate and the
interest rate in effect for the 10 days immediately prior to
the Maturity Date or earlier redemption or repayment will be
that in effect on the tenth day preceding such Maturity Date
or earlier redemption or repayment. If an Interest Reset
Date would otherwise be a day that is not a Business Day,
the Interest Reset Date shall be postponed to the next day
that is a Business Day.
Determination of Federal Funds Rate. If the Base Rate
is the Federal Funds Rate as indicated on the face hereof,
the "Federal Funds Rate" means, with respect to any Federal
Funds Interest Determination Date, the rate on such date for
Federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)," or, if not so published by 9:00
A.M., New York City time, on the Calculation Date pertaining
to such Federal Funds Interest Determination Date, the
Federal Funds Rate will be the rate on such Federal Funds
Interest Determination Date as published in the Composite
Quotations under the heading "Federal Funds/Effective Rate."
If such rate is not yet published in either H.15(519) or the
Composite Quotations by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Federal Funds
Interest Determination Date, the Federal Funds Rate for such
Federal Funds Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of
the rates for the last transaction in overnight Federal
funds, as of 9:00 A.M., New York City time, on such Federal
Funds Interest Determination Date, arranged by three leading
brokers of Federal funds transactions in The City of New
York selected by the Calculation Agent; provided, however,
that if the brokers selected as aforesaid by the Calculation
Agent are not quoting as set forth above, the Federal Funds
Rate with respect to such Federal Funds Interest
Determination Date will be the Federal Funds Rate in effect
on such Federal Funds Interest Determination Date.
The Federal Funds Interest Determination Date shall be
the second Business Day prior to such Interest Reset Date.
The Calculation Date pertaining to a Federal Funds Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such Federal Funds Interest Determination
Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding
the applicable Interest Payment Date or Maturity Date, as
the case may be.
The interest rate for each such Interest Reset Date
shall be the Federal Funds Rate plus or minus the Spread
and/or multiplied by the Spread Multiplier as indicated on
the face hereof; provided, however, the interest rate in
effect for the period from the Issue Date to the first
Interest Reset Date will be the Initial Interest Rate and
the interest rate in effect for the 10 days immediately
prior to the Maturity Date or earlier redemption or
repayment will
<PAGE>
be that in effect on the tenth day preceding such Maturity Date
or earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the Interest
Reset Date shall be postponed to the next day that is a Business
Day.
Determination of CD Rate. If the Base Rate if the CD
Rate as indicated on the face hereof, the "CD Rate" means,
with respect to any CD Rate Interest Determination Date, the
rate on such date for negotiable certificates of deposit
having the Index Maturity as designated on the face hereof
as published in H.15(519) under the heading "CDs (Secondary
Market)," or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such CD
Rate Interest Determination Date, the CD Rate will be the
rate on such CD Rate Interest Determination Date for
negotiable certificates of deposit of the Index Maturity
designated on the face hereof as published by the Federal
Reserve Bank of New York in the Composite Quotations under
the heading "Certificates of Deposit." If such rate is not
yet published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CD Rate Interest
Determination Date, the CD Rate for such CD Rate Interest
Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time,
on such CD Rate Interest Determination Date, for
certificates of deposit in the denomination of $5,000,000
with a remaining maturity closest to the Index Maturity
designated on the face hereof of three leading nonbank
dealers in negotiable U.S. dollar certificates of deposit in
The City of New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States
money center banks of the highest credit standing (in the
market for negotiable certificates of deposit); provided,
however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as set forth above, the CD
Rate with respect to such CD Rate Interest Determination
Date will be the CD Rate in effect on such CD Rate Interest
Determination Date.
The CD Rate Interest Determination Date shall be the
second Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a CD Rate Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such CD Rate Interest Determination Date
or, if such day is not a Business Day, the next succeeding
Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or Maturity Date, as the
case may be.
The interest rate for each such Interest Reset Date
shall be the CD Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
Determination of LIBOR. If the Base Rate is LIBOR as
indicated on the face hereof, "LIBOR" for each such Interest
Reset Date will be determined as follows:
(i) On the second London Business Day prior to
the Interest Reset Date (a "LIBOR Interest
Determination Date") relating to a LIBOR Note, either,
as specified on the face hereof: (a) if "LIBOR Reuters"
is specified on the face hereof, the arithmetic mean of
the offered rates for deposits in the Designated LIBOR
Currency having the Index Maturity specified on the
face hereof, commencing on the second
<PAGE>
London Business Day immediately following the LIBOR
Interest Determination Date, which appear on the
Reuters Screen LIBO Page as of 11:00 A.M., London time,
on the LIBOR Interest Determination Date, if at least
two such offered rates appear on the Reuters Screen
LIBO Page ("LIBOR Reuters"), or (b) if "LIBOR Telerate"
is specified on the face hereof, the rate for deposits
in the Designated LIBOR Currency having the Index
Maturity specified on the face hereof, commencing on
the second London Business Day immediately following
such LIBOR Interest Determination Date, that appears on
the Telerate Page 3750 as of 11:00 A.M., London time,
on that LIBOR Interest Determination Date ("LIBOR
Telerate"). Unless otherwise indicated on the face
hereof, "Reuters Screen LIBO Page" means the display
designated as Page "LIBO" on the Reuters Monitor Money
Rate Service (or such other page as may replace the
LIBO page on that service for the purpose of displaying
London interbank offered rates of major banks).
"Telerate Page 3750" means the display designated as
page "3750" on the Telerate Service (or such other page
as may replace the 3750 page on that service or such
other service or services as may be nominated by the
British Bankers' Association (the "Association") for
the purpose of displaying London interbank offered
rates for U.S. dollar deposits). In the case where (a)
above applies, if fewer than two offered rates appear
on the Reuters Screen LIBO Page, LIBOR in respect of
that Interest Reset Date will be determined as if the
parties had specified the rate described in (ii) below
(unless the specified Reuters Screen LIBO Page by its
terms provides only for a single rate, in which case
such single rate shall be used), or, in the case where
(b) above applies if no rate appears on the Telerate
Page 3750, as applicable, LIBOR in respect of that
Interest Reset Date will be determined as if the
parties had specified the rate described in (ii) below.
(ii) With respect to any LIBOR Interest
Determination Date on which this provision applies, the
Calculation Agent will request the principal London
office of each of four major banks in the London
interbank market selected by the Calculation Agent to
provide the Calculation Agent with its offered rate
quotation for deposits in the Designated LIBOR Currency
for the period of the Index Maturity specified on the
face hereof, commencing on the second London Business
Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London
interbank market as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal
amount that is representative for a single transaction
in such Designated LIBOR Currency in such market at
such time. If at least two such quotations are
provided, LIBOR for such LIBOR Interest Determination
Date will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBOR for
such Interest Determination Date will be the arithmetic
means of the rates quoted as of 11:00 A.M. in the
applicable Principal Financial Center, on such LIBOR
Interest Determination Date by three major banks in
such Principal Financial Center selected by the
Calculation Agent for loans in the Designated LIBOR
Currency to leading banks having the specified Index
Maturity designated on the face hereof in a principal
amount that is representative for a single transaction
in such Designated LIBOR Currency in such market at
such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, LIBOR determined
on such LIBOR Interest Determination Date will be LIBOR
then in effect on such LIBOR Interest Determination
Date.
<PAGE>
The Calculation Date pertaining to a LIBOR Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after the LIBOR Interest Determination Date or,
if such day is not a Business Day, the next succeeding
Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or Maturity Date, as the
case may be.
The interest rate for each such Interest Reset Date
shall be LIBOR plus or minus the Spread and/or multiplied by
the Spread Multiplier as indicated on the face hereof;
provided, however, the interest rate in effect for the
period from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate and the interest rate in
effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day, except that, in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately
preceding Business Day.
"Designated LIBOR Currency" means, as with respect to
any LIBOR Note, the currency (including a composite
currency), if any, designated on this Note and the
applicable Pricing Supplement as the Designated LIBOR
Currency. If no such currency is designated on this Note
and the applicable Pricing Supplement, the Designated LIBOR
Currency shall be U.S. dollars.
"Principal Financial Center" means, as with respect to
any LIBOR Note, unless otherwise specified in this Note and
the applicable Pricing Supplement, the capital city of the
country that issues as its legal tender the Designated LIBOR
Currency of this Note, except that with respect to U.S.
dollars and ECUs, the Principal Financial Center shall be
the City of New York and Brussels, respectively.
Determination of Prime Rate. If the Base Rate is the
Prime Rate as indicated on the face hereof, the "Prime Rate"
means, with respect to any Prime Rate Interest Determination
Date, the rate set forth in H.15(519) for such date opposite
the caption "Bank Prime Loan." If such rate is not yet
published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Prime Rate Interest
Determination Date, the Prime Rate will be calculated by the
Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank named on
the Reuters Screen NYMF Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such
Prime Rate Interest Determination Date as quoted on the
Reuters Screen NYMF Page on such Prime Rate Interest
Determination Date, or, if fewer than four such rates appear
on the Reuters Screen NYMF Page for such Prime Rate Interest
Determination Date, the rate shall be the arithmetic mean of
the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business
on such Prime Rate Interest Determination Date by at least
two of the three major money center banks in The City of New
York selected by the Calculation Agent from which quotations
are requested. If fewer than two quotations are provided,
the Prime Rate for such Prime Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall
be determined as the arithmetic mean on the basis of the
prime rates in The City of New York on such date by the
appropriate number of substitute banks or trust companies
organized and doing business under the laws of the United
States, or any state thereof, in each case having total
equity capital of at least U.S. $500 million and being
subject to supervision or examination by federal or state
authority, selected by the Calculation Agent to quote such
rate or rates; provided, however, that if the Prime Rate is
not published in H.15(519) and the banks or trust companies
selected as
<PAGE>
aforesaid are not quoting as mentioned in this sentence, the
"Prime Rate" with respect to such Prime Rate Interest
Determination Date will be the interest rate otherwise in
effect on such Prime Rate Interest Determination Date.
"Reuters Screen NYMF Page" means the display designated as
page "NYMF" on the Reuters Monitor Money Rates Service (or
such other page as may replace the page NYMF on that service
for the purpose of displaying prime rates or base lending
rates of major United States banks).
The Prime Rate Interest Determination Date shall be the
Second Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a Prime Rate Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such Prime Rate Interest Determination
Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding
the applicable Interest Payment Date or Maturity Date, as
the case may be.
The interest rate for each such Interest Reset Date
shall be the Prime Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
Determination of Treasury Rate. If the Base Rate is
the Treasury Rate as indicated on the face hereof, the
"Treasury Rate" with respect to any Treasury Rate Interest
Determination Date shall be the rate for the most recent
auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified on
the Note representing this Treasury Rate Note as published
in H.15(519) under the heading "Treasury bills--auction
average (investment)" or, if not so published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to
such Treasury Rate Interest Determination Date, the auction
average rate (expressed as a bond equivalent, rounded
upwards, if necessary, to the next higher one hundred-
thousandth of a percent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury bills having the specified Index Maturity are not
made available by the Federal Reserve Board or published or
reported as provided above by 3:00 P.M., New York City time,
on such Calculation Date or if no such auction is held in a
particular week, then the Treasury Rate shall be calculated
by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, rounded upwards, if
necessary, to the next higher one hundred-thousandth of a
percent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Rate
Interest Determination Date, of three leading primary United
States government securities dealers selected by the
Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the applicable Index Maturity;
provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate for such Treasury Rate
Interest Determination Date will be the Treasury Rate in
effect on such date.
The Treasury Rate Interest Determination Date shall be
the day of the week in which such Interest Reset Date falls
on which Treasury bills would usually be auctioned.
<PAGE>
Treasury bills are usually sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except
that such auction may be held on the preceding Friday. If,
as a result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate
Interest Determination Date pertaining to the Interest Reset
Date commencing in the next succeeding week. If an auction
date shall fall on any Interest Reset Date for a Treasury
Rate Note, then such Interest Reset Date shall instead be
the first Business Day immediately following such auction
date. The Calculation Date pertaining to a Treasury Rate
Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Treasury Rate Interest
Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
The interest rate for each such Interest Reset Date
shall be the Treasury Rate plus or minus the Spread and/or
multiplied by the spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
Determination of CMT Rate. If the Base Rate is the CMT
Rate as indicated on the face hereof, the "CMT Rate" means,
with respect to any CMT Interest Determination Date, the
rate displayed on the Designated CMT Telerate Page (as
defined below) under the caption "...Treasury Constant
Maturities ... Federal Reserve Board Release H.15 ...
Mondays Approximately 3:45 P.M.," under the column for the
Designated CMT Maturity Index (as defined below) for (i) if
the Designated CMT Telerate Page is 7055, the rate on such
CMT Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week, or the month, as
applicable, ended immediately preceding the week in which
the applicable CMT Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page, or if
not displayed by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CMT Interest
Determination Date, then the CMT Rate for such CMT Interest
Determination Date will be such treasury constant maturity
rate for the Designated CMT Maturity Index as published in
the relevant H. 15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such CMT
Interest Determination Date, then the CMT Rate for such CMT
Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT
Maturity Index) for the CMT Interest Determination Date with
respect to such Interest Reset Date as may then be published
by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information
is not provided by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CMT Interest
Determination Date, then the CMT Rate for the CMT Interest
Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side
prices as of approximately 3:30 P.M., New York City time, on
the CMT Interest Determination Date reported, according to
their written records, by three leading primary United
States government securities dealers (each, a "Reference
Dealer") in The City of New York
<PAGE>
selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United
States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated
CMT Maturity Index minus one year. If the Calculation Agent
cannot obtain three such Treasury Note quotations, the CMT
Rate for such CMT Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 P.M., New
York City time, on the CMT Interest Determination Date of
three Reference Dealers in The City of New York (from five
such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury
Notes with an original maturity of the number of years that
is the next highest to the Designated CMT Maturity Index and
a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least $100,000,000.
If three or four (and not five) of such Reference Dealers
are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained
and neither the highest nor the lowest of such quotes will
be eliminated; provided however, that if fewer than three
Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate will be the CMT
Rate in effect on such CMT Interest Determination Date. If
two Treasury Notes with an original maturity as described in
the third preceding sentence, have remaining terms to
maturity equally close to the Designated CMT Maturity Index,
the quotes for the CMT Rate Note with the shorter remaining
term to maturity will be used.
"Designated CMT Telerate Page" means the display on the
Dow Jones Telerate Service on the page specified in the
applicable Pricing Supplement (or any other page as may
replace such page on that service for the purpose of
displaying Treasury Constant Maturities as published in
H.15(519)), for the purpose of displaying Treasury Constant
Maturities as published in H.15(519). If no such page is
specified in the applicable Pricing Supplement, the
Designated CMT Telerate Page shall be 7052, for the most
recent week.
"Designated CMT Maturity Index" means the original
period to maturity of the Treasury Notes (either one, two,
three, five, seven, ten, twenty or thirty years) specified
in the applicable Pricing Supplement with respect to which
the CMT Rate will be calculated. If no such maturity is
specified in the applicable Pricing Supplement, the
Designated CMT Maturity Index shall be two years.
The CMT Interest Determination Date shall be the Second
Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a CMT Interest Determination
Date shall be the earlier of (i) the tenth calendar day
after such CMT Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or
(ii) the Business Day preceding the applicable Interest
Payment Date or Maturity Date, as the case may be.
The interest rate for each such Interest Reset Date
shall be the CMT Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that
<PAGE>
in effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
The Trustee shall be the initial Calculation Agent unless
otherwise provided on the face hereof. At the request of the
Holder hereof, the Calculation Agent will provide the interest
rate then in effect and, if determined, the interest rate which
will become effective on the next Interest Reset Date with
respect to this Note.
All percentages resulting from any calculations under this
Note will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point (with five one-millionths of a
percentage point being rounded upward), all dollar amounts used
in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward), and all
currency or currency unit amounts used in or resulting from any
such calculation in respect of the Notes will be rounded to the
nearest one-hundredth of a unit (with five one-thousandths being
rounded upward).
(g) Until the Notes are paid or payment thereof is duly
provided for, the Corporation will, at all times, maintain a
paying agent (the "Paying Agent") capable of performing the
duties described herein to be performed by the Paying Agent. The
Corporation has initially appointed the Trustee as the Paying
Agent. The Corporation will notify the Holders of such Notes, in
accordance with the Indenture, of any change in the Paying Agent
or its address.
Section 3. Redemption. If so specified on the face hereof,
the Corporation may at its option redeem this Note in whole or
from time to time in part on or after the date designated as the
Initial Redemption Date on the face hereof at prices declining
from a premium specified on the face hereof, if any, to par
together with accrued interest to the date of redemption. The
Corporation may exercise such option by causing a notice of such
redemption to be mailed to each Holder by first class mail,
postage prepaid, at least 30 but not more than 60 days prior to
the date of redemption. In the event of redemption of this Note
in part only, a new Note or Notes for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Notes with like
tenor and terms to this Note are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.
Section 4. Repayment. If so specified on the face hereof,
this Note will be repayable prior to the Stated Maturity at the
option of the Holder on the Optional Repayment Dates shown on the
face hereof at a price equal to 100% of the principal amount
hereof or, if this Note is a Discounted Security (as specified on
the face hereof), at the applicable Optional Repayment Price
shown on the face hereof, together with accrued interest to the
date of repayment.
Section 5. Sinking Fund. The Notes will not be subject to
any Sinking Fund.
Section 6. Original Issue Discount Notes. Notwithstanding
anything herein to the contrary, if this Note is an Original
Issue Discount Note, the amount payable in the event of
redemption or repayment, or declaration of acceleration following
an Event of Default, prior to the Maturity Date hereof in lieu of
the principal amount due at the Maturity Date hereof shall be the
Amortized Face Amount of this Note as of the redemption date, the
date of repayment, or the date of declaration of acceleration, as
the case may be. The "Amortized Face Amount" of this Note shall
be the amount equal to (a) the Issue Price (as set forth on the
face hereof) plus (b) that portion of the difference between the
Issue Price and the principal amount hereof that has accrued at
the Yield to
<PAGE>
Maturity (as set forth on the face hereof)(computed in accordance
with generally accepted United States bond yield computation
principles) at the date as of which the Amortized Face Amount is
calculated but in no event shall the Amortized Face Amount of
this Note exceed its principal amount.
Section 7. Events of Default. In case an Event of Default,
as defined in the Indenture, with respect to the Notes shall have
occurred and be continuing, the Trustee or Holders of at least
25% in principal amount of the Notes outstanding may declare the
principal amount of all the Notes, and upon such declaration such
principal amount of all the Notes, shall become, due and payable,
in the manner, with the effect and subject to the conditions
provided in the Indenture.
Section 8. Modifications and Waivers. The 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 Notes of each series to be affected under the Indenture at
any time by the Corporation and the Trustee with the consent of
the Holders of not less than 66 2/3% in principal amount of the
Notes at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting, with certain
exceptions as therein provided, the Holders of not less than a
majority in principal amount of the Notes of each series at the
time Outstanding, on behalf of the Holders of all Notes of such
series, to waive compliance by the Corporation 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 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
hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the right of
the Holder of this Note, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the
coin or currency, herein prescribed.
Section 9. Authorized Denominations. Unless otherwise
specified on the face hereof, Notes are issuable in registered
form without coupons in the minimum denomination of $1,000, or
the equivalent thereof in the Specified Currency, and in any
larger amount that is an integral multiple of $1,000. Notes may
be exchanged by the Holder hereof without charge except for any
tax or other governmental charge imposed in connection therewith,
for a like aggregate principal amount of Notes of other
authorized denominations in the manner and subject to the
limitations provided in the Indenture at the office or agency to
be maintained by the Corporation in The City of New York, New
York, or at such other location or locations as may be provided
for in the Indenture.
Section 10. Registration of Transfer. Upon due presentment
for registration of transfer of this Note at the office or agency
of the Corporation maintained for such purpose, one or more new
Notes of authorized denominations, for an equal aggregate
principal amount, will be issued to the transferee in exchange
therefor subject to the limitations provided in the Indenture,
without charge except for any tax or other governmental charge
imposed in connection therewith.
If this Note is a global Note (as specified on the face
hereof), this Note is exchangeable only if (w) the Depositary
notifies the Corporation and the Trustee in writing that it is
unwilling or unable to continue as Depositary for this global
Note or if at any time 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 90 days, (x) the Corporation in its
<PAGE>
sole discretion determines that this Note shall be exchangeable
for certificated Notes in registered form and delivers to the
Trustee a written order as described in the Indenture that this
Note shall be so exchangeable, or (y) there shall have occurred
and be continuing an Event of Default or an event which, with the
lapse of time or the giving of notice, or both, would constitute
an Event of Default with respect to the global Notes represented
hereby or (z) there shall exist such other circumstances, if any,
as specified for this purpose as contemplated by Section 301 of
the Indenture, provided that this permanent global Note shall be
surrendered by the Depositary, or such other depositary as shall
have been specified as provided in the Indenture, to the Trustee,
as the agent for such purpose, to be exchanged, in whole or in
part, for definitive Securities without charge, and the Trustee
shall authenticate and deliver, in exchange for each portion of
this permanent global Note, an equal aggregate principal amount
of definitive Securities, executed by the Corporation, of the
same series of authorized denominations and of like tenor as the
portion of this global Note to be exchanged, which shall be in
the form of registered Securities as provided in the
Corporation's written order as described in the Indenture.
Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, this global
Note other than pursuant to clauses (w), (x), (y) or (z) above,
shall be authenticated and delivered in the form of, and shall
be, a Global Security. Except as provided above, owners of
beneficial interests in this permanent global Note will not be
entitled to receive physical delivery of Notes in certificated
registered form and will not be considered the Holders thereof
for any purpose under the Indenture.
Section 11. Owners. Prior to due presentment for
registration of transfer of this Note, the Corporation, the
Trustee, any Paying Agent and the Security Registrar may deem and
treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment of, or on account
of, the principal hereof, and, subject to the provisions on the
face hereof, interest hereon, and for all other purposes, and
neither the Corporation nor the Trustee nor any Paying Agent nor
any Security Registrar shall be affected by any notice to the
contrary.
Section 12. Defeasance; Proceedings. The Indenture
contains provisions, which apply to this Note, for defeasance of
(i) the entire indebtedness of this Note and (ii) certain
restrictive covenants, subject in either case to compliance by
the Corporation with conditions set forth in the Indenture.
As provided in and subject to the provisions of the
Indenture, the Holder of this Note 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 Notes of this series, the Holders of not less than
10% in principal amount of the Notes of this series at the time
Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in
principal amount of Notes 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 Note for
the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed
herein.
Section 13. Definitions. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to
them therein.
<PAGE>
Section 14. Governing Law. This Note shall be governed and
construed in accordance with the law of the State of New York.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects
to have the Corporation repay the principal amount of this Note
or portion hereof below designated at the Optional Repayment
Price indicated on the face hereof.
<PAGE>
Dated:_____________
Principal amount to be
repaid, if amount to be
repaid is less the
principal amount of this
Security (principal
amount remaining must be
an authorized
denomination)
$__________________
<PAGE>
_________________________
Signature
Sign exactly as name
appears on the front of
this Security [SIGNATURE
GUARANTEE - required only
if Securities are to be
issued and delivered to
the other than the
registered holder]
Fill in for registration
of Securities if to be
issued otherwise than to
the then registered
holder:
Name:____________________
Address:_________________
____________________
(Please print
name and
address
including zip
code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
_________________________
<PAGE>
_______________________
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT -................Custodian...............
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_________________________________
(State)
Additional abbreviations may also be used though not in the
above list.
__________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
___________________________________________
___________________________________________________________
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: _________________________
Signature
NOTICE: THE SIGNATURE 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
WHATEVER.
CUSIP NO.: PRINCIPAL AMOUNT:
REGISTERED NO. FLR- $
FIRST INTERSTATE BANCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES D
Due One Month or More from Date of Issue
(Floating Rate)
[INSERT IF THE SECURITY IS TO BE A GLOBAL SECURITY - 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 OF A DEPOSITARY. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY/MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, AS OPERATOR OF THE
EUROCLEAR SYSTEM/CEDEL, SOCIETE ANONYME] TO THE CORPORATION OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY SECURITY ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY IS REGISTERED IN THE
NAME OF [INSERT REGISTERED OWNER] OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
AND ANY PAYMENT HEREON IS MADE TO [INSERT REGISTERED OWNER], ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
[INSERT REGISTERED OWNER], HAS AN INTEREST HEREIN.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION
SET FORTH ON THE REVERSE HEREOF:
<PAGE>
ISSUE PRICE:
ORIGINAL ISSUE DATE:
SPECIFIED CURRENCY:
<PAGE>
INITIAL INTEREST RATE:
OPTION TO ELECT PAYMENT
IN U.S. DOLLARS (only
applicable if Specified
Currency is other than
U.S. dollars):
__ Yes __ No
<PAGE>
STATED MATURITY:
AUTHORIZED DENOMINATIONS
(if Specified Currency is
U.S. dollars):
__ $1,000 and any
integral multiple of
$1,000 in excess
thereof
_________________________<PAGE>
INDEXED CURRENCY:
CURRENCY DETERMINATION
AGENT:
INTEREST RESET PERIOD:
CALCULATION DATES:
INTEREST PAYMENT PERIOD:
INDEX MATURITY:
MAXIMUM RATE:
<PAGE>
Interest Rate Computation
Day Count Fraction
__ 30/360
__ Actual/360
INTEREST RESET DATES:
ACCRUED INTEREST FACTOR:
INTEREST PAYMENT DATES:
SPREAD (plus or minus):
MINIMUM RATE:
CALCULATION AGENT:
EXCHANGE RATE AGENT:
<PAGE>
__ Actual/Actual
__ Other
(if Specified Currency is
other than U.S. dollars):
THIS SECURITY IS A:
__ Global Security
__ Certificated Security
(only
applicable if
Specified Currency is
other than U.S. dollars)
INTEREST DETERMINATION
DATES:
SPREAD MULTIPLIER:
BASE RATE: (check one)
__ CD Rate
__ Commercial Paper
Rate
__ Federal Funds Rate
__ LIBOR
__ LIBOR REUTERS
__ LIBOR TELERATE
__ Prime Rate
__ Treasury Rate
__ CMT Rate
__ Other
(see attached)
<PAGE>
OPTIONAL REDEMPTION:
__ Yes __ No
OPTIONAL REDEMPTION:
__ Yes __ No
REPAYMENT PROVISIONS:
EXTENDIBLE MATURITY NOTE:
AMORTIZING NOTE:
DEPOSITARY:
<PAGE>
INITIAL REDEMPTION DATE:
OPTIONAL REPAYMENT
DATE(S):
EXTENSION PERIOD:
AMORTIZATION FORMULA:
OTHER PROVISIONS:
<PAGE>
REDEMPTION PRICE(S):
Initially ___% of
Principal Amount and
declining by ___% of the
Principal Amount on each
anniversary of the
Initial Redemption Date
until the Redemption
Price is 100% of the
Principal Amount
OPTIONAL REPAYMENT
PRICE(S):
DISCOUNTED SECURITY:
__ Yes __ No
AMORTIZATION PAYMENT
DATE(S):
<PAGE>
If this Security was issued with "original issue discount"
for purposes of Section 1273 of the Internal Revenue Code of
1986, as amended, the following shall be completed:
<PAGE>
ORIGINAL ISSUE DISCOUNT
SECURITY:
__ Yes __ No
YIELD TO MATURITY:
OTHER TERMS:
<PAGE>
TOTAL AMOUNT OF OID:
INITIAL ACCRUAL PERIOD
OID:
<PAGE>
ISSUE PRICE (expressed as
a percentage of aggregate
principal amount):
METHOD USED TO DETERMINE
YIELD FOR INITIAL ACCRUAL
PERIOD:
__ Appropriate
__ Exact
<PAGE>
FIRST INTERSTATE BANCORP, a corporation duly authorized and
existing under the laws of Delaware (herein called the
"Corporation", which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to , or
registered assigns, the principal sum of
(each currency or currency unit being hereinafter
referred to as a "Specified Currency") on the Stated Maturity
shown above, and to pay interest thereon from and including its
Original Issue Date shown above or from and including the last
Interest Payment Date, as the case may be, to but excluding the
next succeeding Interest Payment Date; provided, however, that if
this Note has a daily or weekly Interest Reset Period, as shown
above, such interest will be paid from and including the Original
Issue Date shown above or from and including the last date in
respect of which interest has been paid, as the case may be, to
and including the Regular Record Date immediately preceding the
applicable Interest Payment Date, except that at maturity the
interest payments will include accrued interest from and
including the Original Issue Date, or from and including the last
date in respect of which interest has been paid, as the case may
be, to but excluding the Stated Maturity. Interest will be paid
on the Interest Payment Dates shown above, commencing with the
first such Interest Payment Date next succeeding the Original
Issue Date shown above (except as provided below), at the rate
per annum determined in accordance with the provisions on the
reverse hereof, depending on the Base Rate specified above and
the Spread, if any, or Spread Multiplier, if any, until the
principal hereof is paid or made available for payment, and
interest shall accrue on any overdue principal and on any overdue
installment of interest (to the extent that the payment of such
interest shall be legally enforceable) at the rate per annum in
effect at the time such principal or installment of interest, as
the case may be, was due and payable. The interest so payable
and punctually paid or duly provided for on an Interest Payment
Date will, as provided in such Indenture, be paid to the Person
in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the regular record date
for such interest, which shall be the fifteenth day (whether or
not a Business Day, as defined) next preceding such Interest
Payment Date; provided, however, that interest payable at the
Stated Maturity or upon earlier redemption or repayment will be
payable to the Person to whom principal shall be payable.
Payments of principal and interest on Notes for which payments of
principal and interest are made in equal installments over the
life of the security ("Amortizing Notes") will be made on each
Interest Payment Date set forth above, and at maturity or upon
earlier redemption or repayment. If this Note was originally
issued between a Regular Record Date and an Interest Payment
Date, the first payment of interest on this Note will be made on
the Interest Payment Date following the next succeeding Regular
Record Date to the registered owner of this Note on such next
succeeding Regular Record Date. Any interest not punctually paid
or duly provided for shall be payable as provided in the
Indenture.
If this Note is denominated in a Specified Currency other
than U.S. dollars, then the Holder may, by delivery of a written
request to the Paying Agent at its principal office on or prior
to the applicable record date or at least 15 days prior to the
Stated Maturity, as the case may be, elect to receive all such
payments in U.S. dollars. Such election will remain in effect
until revoked by written notice received by the Paying Agent not
later than on or prior to the applicable record date or at least
15 days prior to the Stated Maturity, as the case may be (but no
such revocation may be made with respect to payments made on this
Note if an Event of Default has occurred with respect thereto or
upon the giving of a notice of redemption). In addition, if bid
quotations for U.S. dollars of the type specified on the reverse
side hereof are not available, the Currency Determination Agent
will be unable to exchange the Specified Currency for U.S.
dollars and payments of principal and interest will be made in
the Specified Currency. If the Specified Currency is unavailable
due to the imposition of exchange controls or to other
circumstances beyond the Corporation's control, payments will be
made in U.S. dollars as described on the reverse side hereof.
<PAGE>
Payments in U.S. dollars of interest on this Note (other
than interest payable at the Stated Maturity or upon earlier
redemption or repayment) will be made by mailing a check to the
Holder at the address of the Holder appearing in the security
register on the applicable record date. Principal and interest
payable in U.S. dollars at the Stated Maturity or upon earlier
redemption or repayment in respect of this Note will be paid in
immediately available funds upon surrender of this Note at the
principal office of the Paying Agent in New York, New York or
London, England, as the case may be, in either case, accompanied
by wire transfer instructions. Payments in a Specified Currency
other than U.S. dollars of interest and principal on this Note
will be made by wire transfer to an account with a bank located
in the country issuing the Specified Currency (or with respect to
Notes denominated in European Currency Units, or "ECUs,"
Brussels), as shall have been designated by filing the
appropriate information with the Trustee at its Corporate Trust
Office or the Paying Agent at least 15 days prior to the Interest
Payment Date or Stated Maturity, as the case may be, by the
Holder, provided that, in the case of payment of principal of
(and premium, if any) and any interest due at the Stated
Maturity, the Note is presented to the Paying Agent in time for
the Paying Agent to make such payments in such funds in
accordance with its normal procedures.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof,
directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any
purpose.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be duly executed under is corporate seal.
Dated: FIRST INTERSTATE BANCORP
[Corporate Seal] By: _________________________
Title
ATTEST:
By: _________________________________________
Trustee's Certificate of Authentication
This is one of the Securities of the series described herein
and referred to in the within-mentioned Indenture.
[THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: _______________________________
Authorized Signatory
-- or --
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: _______________________________,
As Authenticating Agent
By: _______________________________
Authorized Signatory]
<PAGE>
[REVERSE OF NOTE]
FIRST INTERSTATE BANCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES D
(Floating Rate)
Section 1. General. This Note is one of a duly authorized
issue of debentures, notes, bonds or other evidences of
indebtedness of the Corporation (herein called the "Securities"),
of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture, dated as of November 1, 1994,
(the "Indenture"), between the Corporation and The First National
Bank of Chicago, as Trustee, to which Indenture and all
indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Corporation
and the Holders of the Notes. The Securities may be issued in
one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different
times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be
subject to different sinking, purchase or analogous funds, if
any, and may otherwise vary as in the Indenture provided. This
Note is one of a series designated as "Subordinated Medium-Term
Notes, Series D" of the Corporation, limited in aggregate
principal amount to U.S. $1,000,000,000, or its equivalent at the
time of issue in foreign currencies or currency units, or in such
lesser amount as may be reduced by the sale of Securities of
another series. References herein to "Notes" shall mean the
Notes of said Series D.
Section 2. Payments. (a) Interest on this Note will be
payable monthly, quarterly, semiannually or annually (the
"Interest Payment Period") as shown on the face hereof. Except
as provided below or on the face hereof, the date or dates on
which interest will be payable (each an "Interest Payment Date")
will be, (i) if this Note has a daily, weekly or monthly Interest
Reset Date, the third Wednesday of each month or on the third
Wednesday of March, June, September and December of each year;
(ii) if this Note has a quarterly Interest Reset Date, the third
Wednesday of March, June, September and December of each year;
(iii) if this Note has a semiannual Interest Reset Date, the
third Wednesday of each of the two months of each year specified
on the face hereof; and (iv) if this Note has an annual Interest
Reset Date, the third Wednesday of one month of each year
specified on the face hereof. Unless otherwise specified on the
face hereof, if any Interest Reset Date for this Note would
otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next day that is a
Business Day except that, if the Base Rate indicated on the face
of this Note is LIBOR and if such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall be
the immediately preceding Business Day.
The rate of interest on this Note will be reset daily,
weekly, monthly, quarterly, semiannually or annually (an
"Interest Reset Date"), as specified on the face hereof. Unless
otherwise specified on the face hereof, the Interest Reset Date
will be, if the rate of interest on this Note resets daily, each
Business Day; if the rate of interest on this Note (other than
Treasury Rate Notes) resets weekly, Wednesday of each week; in
the case of the Treasury Rate Notes that reset weekly, Tuesday of
each week (except as provided below); if the rate of interest on
this Note resets monthly, the third Wednesday of each month; if
the rate of interest on this Note resets quarterly, the third
Wednesday of March, June, September and December; if the rate of
interest on this Note resets semiannually, the third Wednesday of
each of the two months of each year specified on the face hereof;
and if the rate of interest on this Note resets annually, the
third Wednesday of the month of each year specified on the face
hereof. If any Interest Reset Date for this Note would otherwise
be a day that is not a Business Day, such Interest Reset Date
shall be
<PAGE>
postponed to the next succeeding Business Day, except that if the
Base Rate indicated on the face of this Note is LIBOR and such
Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the next preceding Business Day. If
the Base Rate indicated on the face of this Note is the Treasury
Rate and if an auction of Treasury bills (as hereinafter defined)
falls on a day that is an Interest Reset Date for this Note, the
Interest Reset Date shall be the following day that is a Business
Day.
As used herein, "Business Day", means any Monday, Tuesday,
Wednesday, Thursday or Friday, that in the Place of Payment is
not a day on which banking institutions are authorized or
obligated by law or executive order to close and, with respect to
Notes as to which LIBOR is an applicable Base Rate, is also a
London Business Day. As used herein, "London Business Day" means
any day (a) on which dealings in deposits in the Specified
Currency are transacted in the London interbank market, (b) if
the Designated LIBOR Currency is other than the ECU, on which
dealings in deposits in such Designated LIBOR Currency are
transacted in the London interbank market or (c) if the
Designated LIBOR Currency is the ECU, that is not designated as
an ECU Non-Settlement Day by the ECU Banking Association in Paris
or otherwise generally regarded in the ECU interbank market as a
day on which payments on ECUs shall not be made.
(b) If this Note is denominated in other than U.S. dollars
and if the Holder has made the election described in paragraph
(c) below, payment in respect of this Note shall be made in U.S.
dollars based on the highest indicated bid quotation for the
purchase of U.S. dollars for the Specified Currency obtained by
the Currency Determination Agent at approximately 11:00 A.M., New
York City time, on the Second Business Day next preceding the
applicable payment date (the "Conversion Date") from the bank
composite or multi-contributor pages of the Quoting Source for
three (or two if three are not available) major banks in The City
of New York. The first three (or two) such banks selected by the
Currency Determination Agent which are offering quotes on the
Quoting Source will be used. If fewer than two such bid
quotations are available at 11:00 A.M., New York City time, on
the second Business Day next preceding the applicable payment
date, such payment will be based on the noon buying rate in the
City of New York for cable transfers for such Specified Currency
as certified for customs purposes by the Federal Reserve Bank of
New York (the "Market Exchange Rate") as of the second Business
Day next preceding the applicable payment date. If the Market
Exchange Rate for such date is not then available, such payment
will be made in the Specified Currency, unless such Specified
Currency is unavailable due to the imposition of exchange
controls or to other circumstances beyond the Corporation's
control, in which case payment will be made as described in
paragraph (d) below. As used herein, the "Quoting Source" means
Reuters Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that such service is not
available, Telerate Monitor Foreign Exchange Service, or if the
Currency Determination Agent determines that neither service is
available, such comparable display or other comparable manner of
obtaining quotations as shall be agreed between the Corporation
and the Currency Determination Agent. All currency exchange
costs associated with any payment in U.S. dollars on this Note
shall be borne by the Holder hereof by deductions from such
payments.
(c) If this Note is denominated in other than U.S. dollars,
the Holder of this Note may elect to receive all such payments in
U.S. dollars as described in paragraph (b) above by delivery of a
written request to the Paying Agent at its principal office,
which must be received by the Paying Agent on or prior to the
applicable record date or at least 15 calendar days prior to the
Stated Maturity, as the case may be. Such election shall remain
in effect unless and until revoked by written notice to the
Paying Agent, but the Paying Agent must receive written notice of
any such revocation on or prior to the applicable record date or
at least 15 calendar days prior to the Stated Maturity, as the
case may be (but no such revocation may be made with respect to
payments made on this Note if an Event of Default has occurred
with respect hereto or upon the giving of a
<PAGE>
notice of redemption). In the absence of manifest error, all
determinations by the Currency Determination Agent shall be final
and binding on the Corporation and the Holder of this Note.
(d) If payment of this Note is required to be made in a
Specified Currency (e.g. ECUs) other than U.S. dollars and on a
payment date with respect to this Note such currency is
unavailable, in the good faith judgment of the Corporation, due
to the imposition of exchange controls or other circumstances
beyond the Corporation's control, then all payments in respect of
this Note shall be made in U.S. dollars until such currency unit
is again available. Any payment made under such circumstances in
U.S. dollars where the required payment is in a Specified
Currency other than U.S. dollars will not constitute an Event of
Default under the Indenture. The amount of each payment of U.S.
dollars shall be computed on the basis of the equivalent of the
currency unit in U.S. dollars, which shall be determined by the
Currency Determination Agent on the following basis. The
component currencies of the currency unit for this purpose (the
"Component Currencies") shall be the currency amounts that were
components of the currency unit as of the Conversion Date. The
equivalent of the currency unit in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalents of the
Component Currencies. The U.S. dollar equivalent of each of the
Component Currencies shall be determined by the Currency
Determination Agent on the basis of the Market Exchange Rate for
each such Component Currency as of the Conversion Date.
If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of that
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 Currency
Determination Agent, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Holder of this
Note and the Corporation, and the Currency Determination Agent
shall have no liability therefor.
(e) Interest payments on each Interest Payment Date for
this Note (except if the rate of interest on this Note resets
daily or weekly) will include accrued interest from and including
the Original Issue Date or from and including the last date in
respect of which interest has been paid or duly provided for, as
the case may be, to, but excluding, such Interest Payment Date or
Stated Maturity. If the rate of interest on this Note resets
daily or weekly, interest payments will include accrued interest
from and including the Original Issue Date or from and including
the last date in respect of which interest has been paid, as the
case may be, to and including the Regular Record Date immediately
preceding the applicable Interest Payment Date, except that at
the Stated Maturity the interest payments will include accrued
interest from and including the Issue Date, or from and including
the last day in respect of which interest has been paid, as the
case may be, to, but excluding, the Stated Maturity.
Accrued interest shall be calculated by multiplying the
principal amount of this Note by an accrued interest factor.
Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the period for which
accrued interest is being calculated. Unless otherwise set forth
on the face hereof, the interest factor (rounded upward, if
necessary, to the next higher one hundred-thousandth of a
percent) for each such day is computed by dividing the interest
rate applicable to such day by 360, if the Base Rate indicated on
the face hereof is the
<PAGE>
Commercial Paper Rate, the Federal Funds Rate, the CD Rate, the
Prime Rate or LIBOR or by the actual number of days in the year,
if the Base Rate indicated on the face hereof is the Treasury
Rate or the CMT Rate. The interest rate applicable to any date
that is an Interest Reset Date is the interest rate for such
Interest Reset Date. The interest rate applicable to any other
day is the interest rate for the immediately preceding Interest
Reset Date (or, if none, the Initial Interest Rate, as described
below). Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the face
hereof. In addition, the interest rate hereon shall in no event
be higher than the maximum interest rate permitted by New York
law as the same may be modified by United States law of general
application.
(f) The interest rate in effect with respect to this Note
from the Issue Date to the first Interest Reset Date (the
"Initial Interest Rate") will be specified on the face hereof.
The interest rate for each subsequent Interest Reset Date will be
determined by the Calculation Agent as follows:
Determination of Commercial Paper Rate. If the Base
Rate is the Commercial Paper Rate as indicated on the face
hereof, the "Commercial Paper Rate" for each Interest Reset
Date will be determined by the Calculation Agent as of the
second Business Day prior to such Interest Reset Date (a
"Commercial Paper Interest Determination Date") and shall be
the Money Market Yield (as defined below) on such date of
the rate for commercial paper having the Index Maturity as
indicated on the face hereof, as such rate shall be
published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Interest
Rates", or any successor publication ("H.15(519)"), under
the heading "Commercial Paper." In the event that such rate
is not published prior to 9:00 A.M., New York City time, on
the Calculation Date (as defined below), then the Commercial
Paper Rate shall be the Money Market Yield on such
Commercial Paper Interest Determination Date of the rate for
commercial paper of the specified Index Maturity as
published by the Federal Reserve Bank of New York in its
daily statistical release "Composite 3:30 P.M. Quotations
for U.S. Government Securities" ("Composite Quotations")
under the heading "Commercial Paper." If by 3:30 P.M, New
York City time, on such Calculation Date such rate is not
yet published in Composite Quotations, then the Commercial
Paper Rate for such Commercial Paper Interest Determination
Date shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 A.M., New York City time,
on such Commercial Paper Interest Determination Date of
three leading dealers of commercial paper in The City of New
York selected by the Calculation Agent for commercial paper
of the specified Index Maturity, placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized securities rating agency; provided,
however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as mentioned
in this sentence, the Commercial Paper Rate with respect to
such Commercial Paper Interest Determination Date will be
the Commercial Paper Rate in effect on such Commercial Paper
Interest Determination Date.
"Money Market Yield" shall be a yield calculated in
accordance with the following formula:
Money Market Yield = D X 360 X 100
360 - (D X M)
where "D" refers to the applicable per annum rate for
commercial paper quoted on a bank discount basis and
expressed as a decimal, and "M" refers to the actual number
of days in the interest period for which interest is being
calculated.
<PAGE>
The Calculation Date pertaining to a Commercial Paper
Interest Determination Date shall be the earlier of (i) the
tenth calendar day after such Commercial Paper Interest
Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity
Date, as the case may be.
The interest rate for each such Interest Reset Date
shall be the Commercial Paper Rate applicable to such
Interest Reset Date plus or minus the Spread and/or
multiplied by the Spread Multiplier, as indicated on the
face hereof; however, the interest rate in effect for the
period from the Original Issue Date to the first Interest
Reset Date will be the Initial Interest Rate and the
interest rate in effect for the 10 days immediately prior to
the Maturity Date or earlier redemption or repayment will be
that in effect on the tenth day preceding such Maturity Date
or earlier redemption or repayment. If an Interest Reset
Date would otherwise be a day that is not a Business Day,
the Interest Reset Date shall be postponed to the next day
that is a Business Day.
Determination of Federal Funds Rate. If the Base Rate
is the Federal Funds Rate as indicated on the face hereof,
the "Federal Funds Rate" means, with respect to any Federal
Funds Interest Determination Date, the rate on such date for
Federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)," or, if not so published by 9:00
A.M., New York City time, on the Calculation Date pertaining
to such Federal Funds Interest Determination Date, the
Federal Funds Rate will be the rate on such Federal Funds
Interest Determination Date as published in the Composite
Quotations under the heading "Federal Funds/Effective Rate."
If such rate is not yet published in either H.15(519) or the
Composite Quotations by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Federal Funds
Interest Determination Date, the Federal Funds Rate for such
Federal Funds Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of
the rates for the last transaction in overnight Federal
funds, as of 9:00 A.M., New York City time, on such Federal
Funds Interest Determination Date, arranged by three leading
brokers of Federal funds transactions in The City of New
York selected by the Calculation Agent; provided, however,
that if the brokers selected as aforesaid by the Calculation
Agent are not quoting as set forth above, the Federal Funds
Rate with respect to such Federal Funds Interest
Determination Date will be the Federal Funds Rate in effect
on such Federal Funds Interest Determination Date.
The Federal Funds Interest Determination Date shall be
the second Business Day prior to such Interest Reset Date.
The Calculation Date pertaining to a Federal Funds Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such Federal Funds Interest Determination
Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding
the applicable Interest Payment Date or Maturity Date, as
the case may be.
The interest rate for each such Interest Reset Date
shall be the Federal Funds Rate plus or minus the Spread
and/or multiplied by the Spread Multiplier as indicated on
the face hereof; provided, however, the interest rate in
effect for the period from the Issue Date to the first
Interest Reset Date will be the Initial Interest Rate and
the interest rate in effect for the 10 days immediately
prior to the Maturity Date or earlier redemption or
repayment will be that in effect on the tenth day preceding
such Maturity Date or earlier redemption or repayment. If
an Interest Reset Date would otherwise be a day that is not
a Business Day, the Interest Reset Date shall be postponed
to the next day that is a Business Day.
<PAGE>
Determination of CD Rate. If the Base Rate if the CD
Rate as indicated on the face hereof, the "CD Rate" means,
with respect to any CD Rate Interest Determination Date, the
rate on such date for negotiable certificates of deposit
having the Index Maturity as designated on the face hereof
as published in H.15(519) under the heading "CDs (Secondary
Market)," or, if not so published by 9:00 A.M., New York
City time, on the Calculation Date pertaining to such CD
Rate Interest Determination Date, the CD Rate will be the
rate on such CD Rate Interest Determination Date for
negotiable certificates of deposit of the Index Maturity
designated on the face hereof as published by the Federal
Reserve Bank of New York in the Composite Quotations under
the heading "Certificates of Deposit." If such rate is not
yet published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CD Rate Interest
Determination Date, the CD Rate for such CD Rate Interest
Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time,
on such CD Rate Interest Determination Date, for
certificates of deposit in the denomination of $5,000,000
with a remaining maturity closest to the Index Maturity
designated on the face hereof of three leading nonbank
dealers in negotiable U.S. dollar certificates of deposit in
The City of New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States
money center banks of the highest credit standing (in the
market for negotiable certificates of deposit); provided,
however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as set forth above, the CD
Rate with respect to such CD Rate Interest Determination
Date will be the CD Rate in effect on such CD Rate Interest
Determination Date.
The CD Rate Interest Determination Date shall be the
second Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a CD Rate Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such CD Rate Interest Determination Date
or, if such day is not a Business Day, the next succeeding
Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or Maturity Date, as the
case may be.
The interest rate for each such Interest Reset Date
shall be the CD Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
Determination of LIBOR. If the Base Rate is LIBOR as
indicated on the face hereof, "LIBOR" for each such Interest
Reset Date will be determined as follows:
(i) On the second London Business Day prior to
the Interest Reset Date (a "LIBOR Interest
Determination Date") relating to a LIBOR Note, either,
as specified on the face hereof: (a) if "LIBOR Reuters"
is specified on the face hereof, the arithmetic mean of
the offered rates for deposits in the Designated LIBOR
Currency having the Index Maturity specified on the
face hereof, commencing on the second London Business
Day immediately following the LIBOR Interest
Determination Date, which appear on the Reuters Screen
LIBO Page as of 11:00 A.M., London time, on the LIBOR
Interest Determination Date, if at least two such
offered rates appear on the Reuters Screen LIBO Page
("LIBOR Reuters"), or (b) if "LIBOR Telerate" is
<PAGE>
specified on the face hereof, the rate for deposits in
the Designated LIBOR Currency having the Index Maturity
specified on the face hereof, commencing on the second
London Business Day immediately following such LIBOR
Interest Determination Date, that appears on the
Telerate Page 3750 as of 11:00 A.M., London time, on
that LIBOR Interest Determination Date ("LIBOR
Telerate"). Unless otherwise indicated on the face
hereof, "Reuters Screen LIBO Page" means the display
designated as Page "LIBO" on the Reuters Monitor Money
Rate Service (or such other page as may replace the
LIBO page on that service for the purpose of displaying
London interbank offered rates of major banks).
"Telerate Page 3750" means the display designated as
page "3750" on the Telerate Service (or such other page
as may replace the 3750 page on that service or such
other service or services as may be nominated by the
British Bankers' Association (the "Association") for
the purpose of displaying London interbank offered
rates for U.S. dollar deposits). In the case where (a)
above applies, if fewer than two offered rates appear
on the Reuters Screen LIBO Page, LIBOR in respect of
that Interest Reset Date will be determined as if the
parties had specified the rate described in (ii) below
(unless the specified Reuters Screen LIBO Page by its
terms provides only for a single rate, in which case
such single rate shall be used), or, in the case where
(b) above applies if no rate appears on the Telerate
Page 3750, as applicable, LIBOR in respect of that
Interest Reset Date will be determined as if the
parties had specified the rate described in (ii) below.
(ii) With respect to any LIBOR Interest
Determination Date on which this provision applies, the
Calculation Agent will request the principal London
office of each of four major banks in the London
interbank market selected by the Calculation Agent to
provide the Calculation Agent with its offered rate
quotation for deposits in the Designated LIBOR Currency
for the period of the Index Maturity specified on the
face hereof, commencing on the second London Business
Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London
interbank market as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal
amount that is representative for a single transaction
in such Designated LIBOR Currency in such market at
such time. If at least two such quotations are
provided, LIBOR for such LIBOR Interest Determination
Date will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBOR for
such Interest Determination Date will be the arithmetic
means of the rates quoted as of 11:00 A.M. in the
applicable Principal Financial Center, on such LIBOR
Interest Determination Date by three major banks in
such Principal Financial Center selected by the
Calculation Agent for loans in the Designated LIBOR
Currency to leading banks having the specified Index
Maturity designated on the face hereof in a principal
amount that is representative for a single transaction
in such Designated LIBOR Currency in such market at
such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, LIBOR determined
on such LIBOR Interest Determination Date will be LIBOR
then in effect on such LIBOR Interest Determination
Date.
The Calculation Date pertaining to a LIBOR Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after the LIBOR Interest Determination Date or,
if such day is not a Business Day, the next succeeding
Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or Maturity Date, as the
case may be.
<PAGE>
The interest rate for each such Interest Reset Date
shall be LIBOR plus or minus the Spread and/or multiplied by
the Spread Multiplier as indicated on the face hereof;
provided, however, the interest rate in effect for the
period from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate and the interest rate in
effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day, except that, in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately
preceding Business Day.
"Designated LIBOR Currency" means, as with respect to
any LIBOR Note, the currency (including a composite
currency), if any, designated on this Note and the
applicable Pricing Supplement as the Designated LIBOR
Currency. If no such currency is designated on this Note
and the applicable Pricing Supplement, the Designated LIBOR
Currency shall be U.S. dollars.
"Principal Financial Center" means, as with respect to
any LIBOR Note, unless otherwise specified in this Note and
the applicable Pricing Supplement, the capital city of the
country that issues as its legal tender the Designated LIBOR
Currency of this Note, except that with respect to U.S.
dollars and ECUs, the Principal Financial Center shall be
the City of New York and Brussels, respectively.
Determination of Prime Rate. If the Base Rate is the
Prime Rate as indicated on the face hereof, the "Prime Rate"
means, with respect to any Prime Rate Interest Determination
Date, the rate set forth in H.15(519) for such date opposite
the caption "Bank Prime Loan." If such rate is not yet
published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Prime Rate Interest
Determination Date, the Prime Rate will be calculated by the
Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank named on
the Reuters Screen NYMF Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such
Prime Rate Interest Determination Date as quoted on the
Reuters Screen NYMF Page on such Prime Rate Interest
Determination Date, or, if fewer than four such rates appear
on the Reuters Screen NYMF Page for such Prime Rate Interest
Determination Date, the rate shall be the arithmetic mean of
the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business
on such Prime Rate Interest Determination Date by at least
two of the three major money center banks in The City of New
York selected by the Calculation Agent from which quotations
are requested. If fewer than two quotations are provided,
the Prime Rate for such Prime Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall
be determined as the arithmetic mean on the basis of the
prime rates in The City of New York on such date by the
appropriate number of substitute banks or trust companies
organized and doing business under the laws of the United
States, or any state thereof, in each case having total
equity capital of at least U.S. $500 million and being
subject to supervision or examination by federal or state
authority, selected by the Calculation Agent to quote such
rate or rates; provided, however, that if the Prime Rate is
not published in H.15(519) and the banks or trust companies
selected as aforesaid are not quoting as mentioned in this
sentence, the "Prime Rate" with respect to such Prime Rate
Interest Determination Date will be the interest rate
otherwise in effect on such Prime Rate Interest
Determination Date. "Reuters Screen NYMF Page" means the
display designated as page "NYMF" on the Reuters Monitor
Money Rates Service (or such
<PAGE>
other page as may replace the page NYMF on that service for
the purpose of displaying prime rates or base lending rates
of major United States banks).
The Prime Rate Interest Determination Date shall be the
Second Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a Prime Rate Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such Prime Rate Interest Determination
Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding
the applicable Interest Payment Date or Maturity Date, as
the case may be.
The interest rate for each such Interest Reset Date
shall be the Prime Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
Determination of Treasury Rate. If the Base Rate is
the Treasury Rate as indicated on the face hereof, the
"Treasury Rate" with respect to any Treasury Rate Interest
Determination Date shall be the rate for the most recent
auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified on
the Note representing this Treasury Rate Note as published
in H.15(519) under the heading "Treasury bills--auction
average (investment)" or, if not so published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to
such Treasury Rate Interest Determination Date, the auction
average rate (expressed as a bond equivalent, rounded
upwards, if necessary, to the next higher one hundred-
thousandth of a percent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury bills having the specified Index Maturity are not
made available by the Federal Reserve Board or published or
reported as provided above by 3:00 P.M., New York City time,
on such Calculation Date or if no such auction is held in a
particular week, then the Treasury Rate shall be calculated
by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, rounded upwards, if
necessary, to the next higher one hundred-thousandth of a
percent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Rate
Interest Determination Date, of three leading primary United
States government securities dealers selected by the
Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the applicable Index Maturity;
provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate for such Treasury Rate
Interest Determination Date will be the Treasury Rate in
effect on such date.
The Treasury Rate Interest Determination Date shall be
the day of the week in which such Interest Reset Date falls
on which Treasury bills would usually be auctioned.
Treasury bills are usually sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except
that such auction may be held on the preceding Friday. If,
as a result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate
Interest
<PAGE>
Determination Date pertaining to the Interest Reset Date
commencing in the next succeeding week. If an auction date
shall fall on any Interest Reset Date for a Treasury Rate
Note, then such Interest Reset Date shall instead be the
first Business Day immediately following such auction date.
The Calculation Date pertaining to a Treasury Rate Interest
Determination Date will be the earlier of (i) the tenth
calendar day after such Treasury Rate Interest Determination
Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding
the applicable Interest Payment Date or Maturity Date, as
the case may be.
The interest rate for each such Interest Reset Date
shall be the Treasury Rate plus or minus the Spread and/or
multiplied by the spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
Determination of CMT Rate. If the Base Rate is the CMT
Rate as indicated on the face hereof, the "CMT Rate" means,
with respect to any CMT Interest Determination Date, the
rate displayed on the Designated CMT Telerate Page (as
defined below) under the caption "...Treasury Constant
Maturities ... Federal Reserve Board Release H.15 ...
Mondays Approximately 3:45 P.M.," under the column for the
Designated CMT Maturity Index (as defined below) for (i) if
the Designated CMT Telerate Page is 7055, the rate on such
CMT Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week, or the month, as
applicable, ended immediately preceding the week in which
the applicable CMT Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page, or if
not displayed by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CMT Interest
Determination Date, then the CMT Rate for such CMT Interest
Determination Date will be such treasury constant maturity
rate for the Designated CMT Maturity Index as published in
the relevant H. 15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such CMT
Interest Determination Date, then the CMT Rate for such CMT
Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT
Maturity Index) for the CMT Interest Determination Date with
respect to such Interest Reset Date as may then be published
by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that
the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information
is not provided by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such CMT Interest
Determination Date, then the CMT Rate for the CMT Interest
Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side
prices as of approximately 3:30 P.M., New York City time, on
the CMT Interest Determination Date reported, according to
their written records, by three leading primary United
States government securities dealers (each, a "Reference
Dealer") in The City of New York selected by the Calculation
Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable
fixed rate obligations of the United States
<PAGE>
("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated
CMT Maturity Index minus one year. If the Calculation Agent
cannot obtain three such Treasury Note quotations, the CMT
Rate for such CMT Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 P.M., New
York City time, on the CMT Interest Determination Date of
three Reference Dealers in The City of New York (from five
such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury
Notes with an original maturity of the number of years that
is the next highest to the Designated CMT Maturity Index and
a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least $100,000,000.
If three or four (and not five) of such Reference Dealers
are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained
and neither the highest nor the lowest of such quotes will
be eliminated; provided however, that if fewer than three
Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate will be the CMT
Rate in effect on such CMT Interest Determination Date. If
two Treasury Notes with an original maturity as described in
the third preceding sentence, have remaining terms to
maturity equally close to the Designated CMT Maturity Index,
the quotes for the CMT Rate Note with the shorter remaining
term to maturity will be used.
"Designated CMT Telerate Page" means the display on the
Dow Jones Telerate Service on the page specified in the
applicable Pricing Supplement (or any other page as may
replace such page on that service for the purpose of
displaying Treasury Constant Maturities as published in
H.15(519)), for the purpose of displaying Treasury Constant
Maturities as published in H.15(519). If no such page is
specified in the applicable Pricing Supplement, the
Designated CMT Telerate Page shall be 7052, for the most
recent week.
"Designated CMT Maturity Index" means the original
period to maturity of the Treasury Notes (either one, two,
three, five, seven, ten, twenty or thirty years) specified
in the applicable Pricing Supplement with respect to which
the CMT Rate will be calculated. If no such maturity is
specified in the applicable Pricing Supplement, the
Designated CMT Maturity Index shall be two years.
The CMT Interest Determination Date shall be the Second
Business Day prior to such Interest Reset Date. The
Calculation Date pertaining to a CMT Interest Determination
Date shall be the earlier of (i) the tenth calendar day
after such CMT Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or
(ii) the Business Day preceding the applicable Interest
Payment Date or Maturity Date, as the case may be.
The interest rate for each such Interest Reset Date
shall be the CMT Rate plus or minus the Spread and/or
multiplied by the Spread Multiplier as indicated on the face
hereof; provided, however, the interest rate in effect for
the period from the Issue Date to the first Interest Reset
Date will be the Initial Interest Rate and the interest rate
in effect for the 10 days immediately prior to the Maturity
Date or earlier redemption or repayment will be that in
effect on the tenth day preceding such Maturity Date or
earlier redemption or repayment. If an Interest Reset Date
would otherwise be a day that is not a Business Day, the
Interest Reset Date shall be postponed to the next day that
is a Business Day.
<PAGE>
The Trustee shall be the initial Calculation Agent unless
otherwise provided on the face hereof. At the request of the
Holder hereof, the Calculation Agent will provide the interest
rate then in effect and, if determined, the interest rate which
will become effective on the next Interest Reset Date with
respect to this Note.
All percentages resulting from any calculations under this
Note will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point (with five one-millionths of a
percentage point being rounded upward), all dollar amounts used
in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward), and all
currency or currency unit amounts used in or resulting from any
such calculation in respect of the Notes will be rounded to the
nearest one-hundredth of a unit (with five one-thousandths being
rounded upward).
(g) Until the Notes are paid or payment thereof is duly
provided for, the Corporation will, at all times, maintain a
paying agent (the "Paying Agent") capable of performing the
duties described herein to be performed by the Paying Agent. The
Corporation has initially appointed the Trustee as the Paying
Agent. The Corporation will notify the Holders of such Notes, in
accordance with the Indenture, of any change in the Paying Agent
or its address.
Section 3. Redemption. If so specified on the face hereof,
the Corporation may at its option redeem this Note in whole or
from time to time in part on or after the date designated as the
Initial Redemption Date on the face hereof at prices declining
from a premium specified on the face hereof, if any, to par
together with accrued interest to the date of redemption. The
Corporation may exercise such option by causing a notice of such
redemption to be mailed to each Holder by first class mail,
postage prepaid, at least 30 but not more than 60 days prior to
the date of redemption. In the event of redemption of this Note
in part only, a new Note or Notes for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Notes with like
tenor and terms to this Note are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.
Section 4. Repayment. If so specified on the face hereof,
this Note will be repayable prior to the Stated Maturity at the
option of the Holder on the Optional Repayment Dates shown on the
face hereof at a price equal to 100% of the principal amount
hereof or, if this Note is a Discounted Security (as specified on
the face hereof), at the applicable Optional Repayment Price
shown on the face hereof, together with accrued interest to the
date of repayment.
Section 5. Sinking Fund. The Notes will not be subject to
any Sinking Fund.
Section 6. Subordination. The indebtedness evidenced by
this Note is, to the extent provided in the Indenture,
subordinated and junior to the prior payment in full of the
principal of (and premium, if any) and interest on all Senior
Debt, as defined in the Indenture, and this Note is issued
subject to the provisions of the Indenture with respect thereto.
Each Holder of this Note, by accepting the same, agrees that each
holder of Senior Debt, whether created or acquired before or
after the issuance of this Note, shall be deemed conclusively to
have relied on such provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Debt.
Section 7. Original Issue Discount Notes. Notwithstanding
anything herein to the contrary, if this Note is an Original
Issue Discount Note, the amount payable in the event of
redemption or repayment, or declaration of acceleration following
an Event of Default, prior to the Maturity Date hereof in lieu of
the principal amount due at the Maturity Date hereof shall be the
Amortized Face
<PAGE>
Amount of this Note as of the redemption date, the date of
repayment, or the date of declaration of acceleration, as the
case may be. The "Amortized Face Amount" of this Note shall be
the amount equal to (a) the Issue Price (as set forth on the face
hereof) plus (b) that portion of the difference between the Issue
Price and the principal amount hereof that has accrued at the
Yield to Maturity (as set forth on the face hereof)(computed in
accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized
Face Amount is calculated but in no event shall the Amortized
Face Amount of this Note exceed its principal amount.
Section 8. Events of Default. In case an Event of Default,
as defined in the Indenture, with respect to the Notes shall have
occurred and be continuing, the Trustee or Holders of at least
25% in principal amount of the Notes outstanding may declare the
principal amount of all the Notes, and upon such declaration such
principal amount of all the Notes, shall become, due and payable,
in the manner, with the effect and subject to the conditions
provided in the Indenture.
Section 9. Modifications and Waivers. The 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 Notes of each series to be affected under the Indenture at
any time by the Corporation and the Trustee with the consent of
the Holders of not less than 66 2/3% in principal amount of the
notes at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting, with certain
exceptions as therein provided, the Holders of not less than a
majority in principal amount of the Notes of each series at the
time Outstanding, on behalf of the Holders of all Notes of such
series, to waive compliance by the Corporation 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 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
hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the right of
the Holder of this Note, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the
coin or currency, herein prescribed.
Section 10. Authorized Denominations. Unless otherwise
specified on the face hereof, Notes are issuable in registered
form without coupons in the minimum denomination of $1,000, or
the equivalent thereof in the Specified Currency, and in any
larger amount that is an integral multiple of $1,000. Notes may
be exchanged by the Holder hereof without charge except for any
tax or other governmental charge imposed in connection therewith,
for a like aggregate principal amount of Notes of other
authorized denominations in the manner and subject to the
limitations provided in the Indenture at the office or agency to
be maintained by the Corporation in The City of New York, New
York, or at such other location or locations as may be provided
for in the Indenture.
Section 11. Registration of Transfer. Upon due presentment
for registration of transfer of this Note at the office or agency
of the Corporation maintained for such purpose, one or more new
Notes of authorized denominations, for an equal aggregate
principal amount, will be issued to the transferee in exchange
therefor subject to the limitations provided in the Indenture,
without charge except for any tax or other governmental charge
imposed in connection therewith.
<PAGE>
If this Note is a global Note (as specified on the face
hereof), this Note is exchangeable only if (w) the Depositary
notifies the Corporation and the Trustee in writing that it is
unwilling or unable to continue as Depositary for this global
Note or if at any time 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 90 days, (x) the Corporation in its sole
discretion determines that this Note shall be exchangeable for
certificated Notes in registered form and delivers to the Trustee
a written order as described in the Indenture that this Note
shall be so exchangeable, or (y) there shall have occurred and be
continuing an Event of Default or an event which, with the lapse
of time or the giving of notice, or both, would constitute an
Event of Default with respect to the global Notes represented
hereby or (z) there shall exist such other circumstances, if any,
as specified for this purpose as contemplated by Section 301 of
the Indenture, provided that this permanent global Note shall be
surrendered by the Depositary, or such other depositary as shall
have been specified as provided in the Indenture, to the Trustee,
as the agent for such purpose, to be exchanged, in whole or in
part, for definitive Securities without charge, and the Trustee
shall authenticate and deliver, in exchange for each portion of
this permanent global Note, an equal aggregate principal amount
of definitive Securities, executed by the Corporation, of the
same series of authorized denominations and of like tenor as the
portion of this global Note to be exchanged, which shall be in
the form of registered Securities as provided in the
Corporation's written order as described in the Indenture.
Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, this global
Note other than pursuant to clauses (w), (x), (y) or (z) above,
shall be authenticated and delivered in the form of, and shall
be, a Global Security. Except as provided above, owners of
beneficial interests in this permanent global Note will not be
entitled to receive physical delivery of Notes in certificated
registered form and will not be considered the Holders thereof
for any purpose under the Indenture.
Section 12. Owners. Prior to due presentment for
registration of transfer of this Note, the Corporation, the
Trustee, any Paying Agent and the Security Registrar may deem and
treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment of, or on account
of, the principal hereof, and, subject to the provisions on the
face hereof, interest hereon, and for all other purposes, and
neither the Corporation nor the Trustee nor any Paying Agent nor
any Security Registrar shall be affected by any notice to the
contrary.
Section 13. Defeasance; Proceedings. The Indenture
contains provisions, which apply to this Note, for defeasance of
(i) the entire indebtedness of this Note and (ii) certain
restrictive covenants, subject in either case to compliance by
the Corporation with conditions set forth in the Indenture.
As provided in and subject to the provisions of the
Indenture, the Holder of this Note 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 Notes of this series, the Holders of not less than
10% in principal amount of the Notes of this series at the time
Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in
principal amount of Notes 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
<PAGE>
this Note for the enforcement of any payment of principal hereof
or any premium or interest hereon on or after the respective due
dates expressed herein.
Section 14. Definitions. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to
them therein.
Section 15. Governing Law. This Note shall be governed and
construed in accordance with the law of the State of New York.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects
to have the Corporation repay the principal amount of this Note
or portion hereof below designated at the Optional Repayment
Price indicated on the face hereof.
<PAGE>
Dated:______________
Principal amount to be
repaid, if amount to be
repaid is less the
principal amount of this
Security (principal
amount remaining must be
an authorized
denomination)
<PAGE>
_________________________
Signature
Sign exactly as name
appears on the front of
this Security [SIGNATURE
GUARANTEE - required only
if Securities are to be
issued and delivered to
the other than the
registered holder]
Fill in for registration
of Securities if to be
issued otherwise than to
the then registered
holder:
Name:____________________
Address:_________________
____________________
(Please print
name and
address
including zip
code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
_________________________
<PAGE>
_______________________
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - ..............Custodian.................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_________________________________
(State)
Additional abbreviations may also be used though not in the
above list.
__________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
____________________________________
_______________________________________________________________
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: _________________________
Signature
NOTICE: THE SIGNATURE 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
WHATEVER.
CUSIP NO.: PRINCIPAL AMOUNT:
REGISTERED NO. FIXR.- $
FIRST INTERSTATE BANCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES D
Due One Month or More from Date of Issue
(Fixed Rate)
[INSERT IF THE SECURITY IS TO BE A GLOBAL SECURITY - 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 OF A DEPOSITARY. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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)
MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [THE DEPOSITORY TRUST COMPANY/MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, AS OPERATOR OF THE
EUROCLEAR SYSTEM/CEDEL, SOCIETE ANONYME] TO THE CORPORATION OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR, OR IN LIEU OF, THIS SECURITY IS REGISTERED IN THE NAME OF
[INSERT REGISTERED OWNER] OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON
IS MADE TO [INSERT REGISTERED OWNER], ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, [INSERT REGISTERED OWNER], HAS
AN INTEREST HEREIN.]
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET
FORTH ON THE REVERSE HEREOF:
<PAGE>
ISSUE PRICE:
ORIGINAL ISSUE DATE:
SPECIFIED CURRENCY:
<PAGE>
INTEREST RATE:
OPTION TO ELECT PAYMENT
IN U.S. DOLLARS (only
applicable if Specified
Currency is other than
U.S. dollars):
__ Yes __ No
<PAGE>
STATED MATURITY:
AUTHORIZED DENOMINATIONS
(if Specified Currency is
U.S. dollars):
__ $1,000 and any
integral multiple
$1,000 in excess
thereof
__
<PAGE>
INDEXED CURRENCY:
CURRENCY DETERMINATION
AGENT:
EXCHANGE RATE AGENT:
INTEREST PAYMENT DATES:
OPTIONAL REDEMPTION:
__ Yes __ No
OPTION TO ELECT
REPAYMENT:
__ Yes __ No
REPAYMENT PROVISIONS:
EXTENDIBLE MATURITY NOTE:
AMORTIZING NOTE:
<PAGE>
Interest Rate Computation
Day count Fraction:
__ 30/360
__ _______________
REGULAR RECORD DATES:
INITIAL REDEMPTION DATE:
OPTIONAL REPAYMENT
DATE(S):
EXTENSION PERIOD:
AMORTIZING FORMULA:
<PAGE>
(if Specified Currency is
other than U.S. dollars):
THIS SECURITY IS A:
__ Global Security
__ Certificated Security
(only applicable if
Specified Currency is
other than U.S. dollars)
REDEMPTION PRICE(S):
Initially ___% of
Principal Amount and
declining by ___% of the
Principal Amount on each
anniversary of the
Initial Redemption Date
until the Redemption
Price is 100% of the
Principal Amount
OPTIONAL REPAYMENT
PRICE(S):
AMORTIZATION PAYMENT
DATE(S):
<PAGE>
If this Security was issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as
amended, the following shall be completed:
<PAGE>
ORIGINAL ISSUE DISCOUNT
SECURITY:
__ Yes __ No
YIELD TO MATURITY:
<PAGE>
TOTAL AMOUNT OF OID:
INITIAL ACCRUAL PERIOD
OID:
<PAGE>
ISSUE PRICE (expressed as
a percentage of aggregate
principal amount):
METHOD USED TO DETERMINE
YIELD FOR INITIAL ACCRUAL
PERIOD:
__ Approximate
__ Exact
<PAGE>
FIRST INTERSTATE BANCORP, a corporation duly organized and
existing under the laws of Delaware (herein called the
"Corporation", which term includes any successor Person under the
Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to __________________________, or registered
assigns, the principal sum of ________________________ (any
currency or currency unit being hereinafter referred to as a
"Specified Currency") on the Stated Maturity shown above, and to
pay interest thereon from and including the Original Issue Date
shown above or from and including the last date in respect of which
interest has been paid, as the case may be, to, but excluding, the
next succeeding Interest Payment Date. Interest will be paid on
the Interest Payment Dates shown above, commencing with the first
such Interest Payment Date next succeeding the Original Issue Date
shown above (except as provided below), at the rate per annum
specified above, until the principal hereof is paid or made
available for payment, and interest shall accrue on any overdue
principal and on any overdue installment of interest (to the extent
that the payment of such interest shall be legally enforceable) at
the rate per annum in effect at the time such principal or
installment of interest, as the case may be, was due and payable.
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 Note (or one or more
predecessor Notes) is registered at the close of business on the
Regular Record Date (whether or not a Business Day, as defined), as
the case may be, next preceding such Interest Payment Date as shown
above; provided, however, that interest payable at the Stated
Maturity or upon earlier redemption or repayment will be payable to
the Person to whom principal shall be payable. Payments of
principal and interest on Notes for which payments of principal and
interest are made in equal installments over the life of the
security ("Amortizing Notes"), will be made on each Interest
Payment Date set forth above, and at maturity or upon earlier
redemption or repayment. Such payments will be payable to the
Person in whose name such Amortizing Note is registered at the
close of business on the fifteenth day (whether or not a Business
Day) next preceding the respective Interest Payment Date. If this
Note was originally issued between a Regular Record Date and an
Interest Payment Date, the first payment of interest on this Note
will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered owner of this Note
on such next succeeding Regular Record Date. Any interest not
punctually paid or duly provided for shall be payable as provided
in the Indenture.
If this Note is denominated in a Specified Currency other than
U.S. dollars, then the Holder may, be delivery of a written request
to the Paying Agent (as defined) at its principal office on or
prior to the applicable record date or at least 15 days prior to
the Stated Maturity, as the case may be, elect to receive all such
payments in U.S. dollars. Such election will remain in effect
until revoked by written notice received by the Paying Agent not
later than the applicable Regular Record Date or at least 15 days
prior to the Stated Maturity, as the case may be (but no such
revocation may be made with respect to payments made on this Note
if an Event of Default has occurred with respect hereto or upon the
giving of a notice of redemption). In addition, if bid quotations
for U.S. dollars of the type specified on the reverse side hereof
are not available, the Currency Determination Agent (which shall be
the Corporation unless otherwise as set forth above) will be unable
to exchange the Specified Currency for U.S. dollars and payments of
principal and interest will be made in the Specified Currency. If
the Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the
Corporation's control, payments will be made in U.S. dollars as
described on the reverse side hereof.
Payments in U.S. dollars of interest on this Note (other than
interest payable at the Stated Maturity or upon earlier redemption
or repayment) will be made by mailing a check to the Holder at the
address of the Holder appearing in the security register on the
applicable record date. Principal
<PAGE>
and interest payable in U.S. dollars at the Stated Maturity or upon
earlier redemption or repayment in respect of this Note will be
paid in immediately available funds upon surrender of this Note at
the principal office of the Paying Agent in [the Borough of
Manhattan, The City of New York], accompanied by wire transfer
instructions. Payments in a Specified Currency other than U.S.
dollars of interest and principal on this Note will be made by wire
transfer to an account with a bank located in the country issuing
the Specified Currency (or with respect to Notes denominated in
European Currency Units, or "ECUs," Brussels), as shall have been
designated by filing the appropriate information with the Trustee
at its Corporate Trust Office at least 15 days prior to the
Interest Payment Date or Stated Maturity, as the case may be, by
the Holder, provided that, in the case of payment principal of (and
premium, if any) and any interest due at the Stated Maturity, the
Note is presented to the Paying Agent in time for the Paying Agent
to make such payments in such funds in accordance with its normal
procedures.
Interest will be computed on the basis of a 360-day year of
twelve 30-day months.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly
or through an Authenticating Agent, by manual signature of an
authorized signatory, this Note shall not be entitled to any
benefit under the Indenture of be valid or obligatory for any
purpose.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this instrument
to be duly executed under its corporate seal.
Dated: FIRST INTERSTATE BANCORP
[Corporate Seal] By: ___________________________
Title
ATTEST:
By: _______________________________
Trustee's Certificate of Authentication
This is one of the Securities of the series described herein
and referred to in the within-mentioned Indenture.
[THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: ____________________________________
Authorized Signatory
-- or --
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: ____________________________________,
As Authenticating Agent
By:_____________________________________
Authorized Signatory]
<PAGE>
[REVERSE OF NOTE]
FIRST INTERSTATE BANCORP
SUBORDINATED MEDIUM-TERM NOTE, SERIES D
(Fixed Rate)
Section 1. General. This Note is one of a duly authorized
issue of debentures, notes, bonds or other evidences of
indebtedness of the Corporation (herein called the "Securities"),
of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture, dated as of November 1, 1994
(the "Indenture"), between the Corporation and The First National
Bank of Chicago, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Corporation and the
Holders of the Notes. The Securities may be issued in one or more
series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, and may otherwise vary as in
the Indenture provided. This Note is one of a series designated as
"Subordinated Medium-Term Notes, Series D" of the Corporation,
limited in aggregate principal amount to U.S. $1,000,000,000, or
its equivalent at the time of issue in foreign currencies or
currency units, or in such lesser amount as may be reduced by the
sale of Securities of another series. References herein to "Notes"
shall mean the Notes of said Series D.
Section 2. Payments. (a) Interest payments on each Interest
Payment Date for this Note will include accrued interest from and
including the Original Issue Date or from and including the last
date in respect of which interest has been paid, as the case may
be, to, but excluding, such Interest Payment Date, except that at
the Stated Maturity the interest payments will include accrued
interest from and including the Original Issue Date, or from and
including the last date in respect of which interest has been paid,
as the case may be, to, but excluding, the Stated Maturity.
(b) If this Note is denominated in other than U.S. dollars and
if the Holder has made the election described in paragraph (c)
below, payment in respect of this Note shall be made in U.S.
dollars based on the highest indicated bid quotation for the
purchase of U.S. dollars for the Specified Currency obtained by the
Currency Determination Agent at approximately 11:00 A.M., New York
City Time, on the second Business Day next preceding the applicable
date (the "Conversion Date") from the bank composite or multi-
contributor pages of the Quoting Source for three (or two if three
are not available) major banks in The City of New York. The first
three (or two) such banks selected by the Currency Determination
Agent which are offering quotes on the Quoting Source will be used.
<PAGE>
If fewer than two such bid quotations are available at 11:00 A.M.,
New York City time, on the second Business Day next preceding the
applicable payment date, such payment will be based on the noon
buying rate in The City of New York for cable transfers for such
Specified Currency as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") as of the
second Business Day next preceding the applicable payment date. If
the Market Exchange Rate for such date is not then available, such
payment will be made in the Specified Currency, unless such
Specified Currency is unavailable due to the imposition of exchange
controls or to other circumstances beyond the Corporation's
control, in which case payment will be made as described in
paragraph (d) below. As used herein, the "Quoting Source" means
Reuters Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that such service is not available,
Telerate Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that neither service is available,
such comparable display
<PAGE>
or other comparable manner of obtaining quotations as shall be
agreed between the Corporation and the Currency Determination
Agent. All currency exchange costs associated with any payment in
U.S. dollars on this Note shall be borne by the Holder hereof by
deductions from such payments.
As used herein, "Business Day", means any Monday, Tuesday,
Wednesday, Thursday or Friday that in the Place of Payment is not a
day on which banking institutions are authorized or required by
law, regulation or executive order to close.
(c) If this Note is denominated in other than U.S. dollars,
the Holder of this Note may elect to receive all such payments in
U.S. dollars as described in paragraph (b) above by delivery of a
written request to the Paying Agent at its principal office which
must be received by the Paying Agent on or prior to the applicable
record date or at least 15 calendar days prior to the Stated
Maturity, as the case may be. Such election shall remain in effect
unless and until revoked by written notice to the Paying Agent, but
the Paying Agent must receive written notice of any such revocation
on or prior to the applicable record date or at least 15 calendar
days prior to the Stated Maturity, as the case may be (but no such
revocation may be made with respect to payments made on this Note
if an Event of Default has occurred with respect hereto or upon the
giving of a notice of redemption). In the absence of manifest
error, all determinations by the Currency Determination Agent shall
be final and binding on the Corporation and the Holder of this
Note.
(d) If payment of this Note is required to be made in a
Specified Currency (e.g. ECUs) other than U.S. dollars and on a
payment date with respect to this Note such currency is
unavailable, in the good faith judgment of the Corporation, due to
the imposition of exchange controls or other circumstances beyond
the Corporation's control, then all payments in respect of this
Note shall be made in U.S. dollars until such currency unit is
again available. Any payment made under such circumstances in U.S.
dollars where the required payment is in a Specified Currency other
than U.S. dollars will not constitute an Event of Default under the
Indenture. The amount of each payment of U.S. dollars shall be
computed on the basis of the equivalent of the currency unit in
U.S. dollars, which shall be determined by the Currency
Determination Agent on the following basis. The component
currencies of the currency unit for this purpose (the "Component
Currencies") shall be the currency amounts that were components of
the currency unit as of the Conversion Date. The equivalent of the
currency unit in U.S. dollars shall be calculated by aggregating
the U.S. dollar equivalents of the Component Currencies. The U.S.
dollar equivalent of each of the Component Currencies shall be
determined by the Currency Determination Agent on the basis of the
Market Exchange Rate for each such Component Currency that is
available as of the third Business Day prior to the date on which
the relevant payment is due and for each such Component Currency
that is unavailable, if any, as of the Conversion Date for such
Component Currency.
If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of that
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 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 Currency
Determination Agent, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Holder of this Note
and the Corporation, and the Currency Determination Agent shall
have no liability therefor.
<PAGE>
(e) All percentages resulting from any calculations under
this Note will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point (with five one-millionths of one
percentage point being rounded upward) and all currency unit
amounts used in or resulting from any such calculation in respect
of the Notes will be rounded to the nearest one-hundredth of a unit
(with five one-thousandths being rounded upward).
(f) Until the Notes are paid or payment is duly provided for,
the Corporation will, at all times, maintain a paying agent (the
"Paying Agent") capable of performing the duties described herein
to be performed by the Paying Agent. The Corporation has initially
appointed the Trustee as the Paying Agent. The Corporation will
notify the Holders of such Notes, in accordance with the Indenture,
of any change in the Paying Agent or its address.
Section 3. Redemption. If so specified in the face hereof,
the Corporation may at its option redeem this Note in whole or from
time to time in part on or after the date designated as the Initial
Redemption Date on the face hereof at prices declining from a
premium specified on the face hereof, if any, to par together with
accrued interest to the date of redemption. The Corporation may
exercise such option by causing a notice of such redemption to be
mailed to each Holder by first class mail, postage prepaid, at
least 30 but not more than 60 days prior to the date of redemption.
In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the cancellation hereof. If less than
all of the Notes with like tenor and terms to this Note are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate.
Section 4. Repayment. If so specified on the face hereof,
this Note will be repayable prior to the Stated Maturity at the
option of the Holder on the Optional Repayment Dates shown on the
face hereof at a price equal to 100% of the principal amount hereof
or, if this Note is a Discounted Security (as specified on the face
hereof), at the applicable Option Repayment Price shown on the face
hereof, together with accrued interest to the date of repayment.
Section 5. Sinking Fund. The Notes will not be subject to
any sinking fund.
Section 6. Subordination. The indebtedness evidenced by this
Note is, to the extent provided in the Indenture, subordinated and
junior to the prior payment in full of the principal of (and
premium, if any) and interest on all Senior Debt, as defined in the
Indenture, and this Note is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Note, by
accepting the same, agrees that each holder of Senior Debt, whether
created or acquired before or after the issuance of this Note,
shall be deemed conclusively to have relied on such provisions in
acquiring and continuing to hold, or in continuing to hold, such
Senior Debt.
Section 7. Original Issue Discount Notes. Notwithstanding
anything herein to the contrary, if this Note is an Original Issue
Discount Note, the amount payable in the event of redemption or
repayment, or declaration of acceleration following an Event of
Default, prior to the Stated Maturity hereof in lieu of the
principal amount due at the Stated Maturity hereof shall be the
Amortized Face Amount of this Note as of the redemption date, the
date of repayment or the date of declaration of acceleration, as
the case may be. The "Amortized Face Amount" of this Note shall be
the amount equal to (a) the Issue Price (as set forth on the face
hereof) plus (b) that portion of the difference between the Issue
Price and the principal amount hereof that has accrued at the Yield
to Maturity (as set forth on the face hereof) (computed in
accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face
Amount is
<PAGE>
calculated but in no event shall the Amortized Face Amount of this
Note exceed its principal amount.
Section 8. Events of Default. In case an Event of Default,
as defined in the Indenture, with respect to the Notes shall have
occurred and be continuing, the Trustee or Holders of at least 25%
in principal amount of the Notes outstanding may declare the
principal amount of all the Notes, and upon such declaration such
principal amount of all the Notes shall become, due and payable, in
the manner, with the effect and subject to the conditions provided
in the Indenture.
Section 9. Modifications and Waivers. The 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 Notes of each
series to be affected under the Indenture at any time by the
Corporation and the Trustee with the consent of the Holders of not
less than 66 2/3% in principal amount of the Notes at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting, with certain exceptions as therein
provided, the Holders of not less than a majority in principal
amount of the Notes of each series at the time Outstanding, on
behalf of the Holders of all Notes of such series, to waive
compliance by the Corporation 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
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 hereof or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the right of the
Holder of this Note, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the
coin or currency, herein prescribed.
Section 10. Authorized Denominations. Unless otherwise
specified on the face hereof, Notes are issuable in registered form
without coupons in the minimum denomination of $1,000, or the
equivalent thereof in the Specified Currency, and in any larger
amount that is an integral multiple of $1,000. Notes may be
exchanged by the Holder hereof without charge except for any tax or
other governmental charge imposed in connection therewith, for a
like aggregate principal amount of Notes of other authorized
denominations in the manner and subject to the limitations provided
in the Indenture at the office or agency to be maintained by the
Corporation for such purpose.
Section 11. Registration of Transfer. Upon due presentment
for registration of transfer of this Note at the office or agency
of the Corporation maintained for such purpose one or more new
Notes of authorized denominations, for an equal aggregate principal
amount, will be issued to the transferee in exchange therefor
subject to the limitations provided in the Indenture, without
charge except for any tax or other governmental charge imposed in
connection therewith.
If this Note is a global Note (as specified on the face
hereof), this Note is exchangeable only if (w) the Depositary
notifies the Corporation and the Trustee in writing that it is
unwilling or unable to continue as Depositary for this global Note
or if at any time 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 90 days, (x) the Corporation in its sole discretion
determines that this Note shall be exchangeable for certificated
Notes in registered form and delivers to the Trustee a written
order as described in the Indenture that this Note shall be so
exchangeable, or (y) there shall have occurred and be continuing an
Event of Default or an event
<PAGE>
which, with the lapse of time or the giving of notice, or both,
would constitute an Event of Default with respect to the global
Notes represented hereby or (z) there shall exist such other
circumstances, if any, as specified for this purpose as
contemplated by Section 301 of the Indenture, provided that this
permanent global Note shall be surrendered by the Depositary, or
such other depositary as shall have been specified as provided in
the Indenture, to the Trustee, as the agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities without
charge, and the Trustee shall authenticate and deliver, in exchange
for each portion of this permanent global Note, an equal aggregate
principal amount of definitive Securities, executed by the
Corporation, of the same series of authorized denominations and of
like tenor as the portion of this global Note to be exchanged,
which shall be in the form of registered Securities as provided in
the Corporation's written order as described in the Indenture.
Every Security authenticated and delivered upon registration
of transfer of, or in exchange for or in lieu of, this global Note
other than pursuant to clauses (w), (x), (y) or (z) above, shall be
authenticated and delivered in the form of, and shall be, a Global
Security. Except as provided above, owners of beneficial interests
in this permanent global Note will not be entitled to receive
physical delivery of Notes in certificated registered form and will
not be considered the Holders thereof for any purpose under the
Indenture.
Section 12. Owners. Prior to due presentment for
registration of transfer of this Note, the Corporation, the
Trustee, any Paying Agent and the Security Registrar may deem and
treat the registered Holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding
any notation of ownership or other writing hereon), for the purpose
of receiving payment of, or on account of, the principal hereof,
and, subject to the provisions on the face hereof, interest hereon,
and for all other purposes, and neither the Corporation nor the
Trustee nor any Paying Agent nor any Security Registrar shall be
affected by any notice to the contrary.
Section 13. Defeasance; Proceedings. The Indenture contains
provisions, which apply to this Note, for defeasance of (i) the
entire indebtedness of this Note and (ii) certain restrictive
covenants, subject in either case to compliance by the Corporation
with conditions set forth in the Indenture.
As provided in and subject to the provisions of the Indenture,
the Holder of this Note 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 Notes of this
series, the Holders of not less than 10% in principal amount of the
Notes of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of Notes 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 Note for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
Section 14. Definitions. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to
them therein.
Section 15. Governing Law. This Note shall be governed and
construed in accordance with the law of the State of New York.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects
to have the Corporation repay the principal amount of this Note or
portion hereof designated at the Optional Repayment Price indicated
on the face hereof.
<PAGE>
Dated:
Principal amount to be
repaid, if amount to be
repaid is less principal
amount of this Security
(principal amount
remaining must be an
authorized denomination)
$
<PAGE>
Signature
Sign exactly as name
appears on the front of
this Security [SIGNATURE
GUARANTEE - required only
if Securities are to be
issued and delivered to
other than the registered
holder].
Fill in for registration
of Securities if to be
issued otherwise than to
the then registered
holder:
Name:
Address:
(Please print name
and address
including zip code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
<PAGE>
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -..............Custodian.................
(Cust)
(Minor)
Under Uniform Gifts to
Minors Act
.......................................
(state)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
____________________________________
_______________________________________________________________
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:
Signature
NOTICE: THE SIGNATURE 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 WHATEVER.
