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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 22, 1994
FIRST BANK SYSTEM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-6880 41-0255900
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
First Bank Place, 601 Second Avenue South, Minneapolis, Minnesota 55402-4302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 973-1111
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N/A
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(Former name or former address, if changed since last report.)
Page 1 of 5 Pages
Exhibit Index on Page 5
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Item 5. Other Events.
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First Bank System, Inc. (the "Company") has entered into Distribution
Agreements with each of J.P. Morgan Securities Inc., Donaldson, Lufkin &
Jenrette Securities Corporation, Goldman, Sachs & Co., Lehman Brothers, Merrill
Lynch & Co., Morgan Stanley & Co. Incorporated and Piper Jaffray Inc. for the
public offering of up to $450,000,000 aggregate principal amount of its Medium-
Term Notes, Series F (Senior) (the "Series F Notes") to be issued pursuant to
the Indenture dated as of October 1, 1991 (the "Senior Note Indenture") between
the Company and Citibank, N.A., as Senior Note Trustee, and the Officers'
Certificate and Company Order dated March 22, 1994, pursuant to Sections 201,
301 and 303 of the Senior Note Indenture and/or its Medium-Term Notes, Series G
(the "Series G Notes" and, together with the Series F Notes, the "Notes") to be
issued pursuant to the Indenture dates as of October 1, 1991, as amended by a
First Supplemental Indenture dated as of April 1, 1993 (as so amended, the
"Subordinated Note Indenture") between the Company and Citibank, N.A., as
Subordinated Note Trustee, and the Officers' Certificate and Company Order dated
March 22, 1994, pursuant to Sections 201, 301 and 303 of the Subordinated Note
Indenture. The Notes have be registered under the Securities Act of 1933, as
amended, by registration statement on Form S-3, File No. 33-51407.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
1.1 Form of Distribution Agreement between the Company and each of
J.P. Morgan Securities Inc., Donaldson, Lufkin & Jenrette
Securities Corporation, Goldman, Sachs & Co., Lehman Brothers,
Merrill Lynch & Co., Morgan Stanley & Co. Incorporated and Piper
Jaffray Inc., as Agents (incorporated herein by reference to
Exhibit 1.2 to the Company's Registration Statement on Form S-3
(File No. 33-51407)).
4.3 Officers' Certificate and Company Order dated March 22, 1994,
pursuant to Sections 201, 301 and 303 of the Senior Note
Indenture (excluding exhibits thereto).
4.4 Officers' Certificate and Company Order dated March 22, 1994,
pursuant to Sections 201, 301 and 303 of the Subordinated Note
Indenture (excluding exhibits thereto).
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4.5 Specimens of Notes:
(a) Series F Fixed Rate Note;
(b) Series F Floating Rate Note;
(c) Series F Original Issue Discount Zero Coupon Note;
(d) Series F Original Issue Discount Fixed Rate Note
(e) Series G Fixed Rate Note;
(f) Series G Floating Rate Note;
(g) Series G Original Issue Discount Zero Coupon Note; and
(h) Series G Original Issue Discount Fixed Rate Note.
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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 hereunto duly authorized.
Dated: March 22, 1994
FIRST BANK SYSTEM, INC.
By /s/ Susan E. Lester
__________________________
Susan E. Lester
Executive Vice President & Controller
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INDEX TO EXHIBITS
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(c) Exhibits Page No.
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4.3 Officers' Certificate and Company
Order dated March 22, 1994 pursuant
to Sections 201, 301 and 303 of the
Senior Note Indenture (excluding exhibits).......
4.4 Officers' Certificate and Company Order
dated March 22, 1994 pursuant to Sections
201, 301 and 303 of the Subordinated Note
Indenture (excluding exhibits)...................
4.5 Specimens of Notes:
(a) Series F Fixed Rate Note.................
(b) Series F Floating Rate Note..............
(c) Series F Original Issue Discount
Zero Coupon Note.........................
(d) Series F Original Issue Discount
Fixed Rate Note..........................
(e) Series G Fixed Rate Note.................
(f) Series G Floating Rate Note..............
(g) Series G Original Issue Discount
Zero Coupon Note.........................
(h) Series G Original Issue Discount
Fixed Rate Note..........................
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EXHIBIT 4.3
FIRST BANK SYSTEM, INC.
Medium-Term Notes, Series F (Senior)
Officers' Certificate and Company Order
Pursuant to the Indenture dated as of October 1, 1991 (the "Indenture"),
between First Bank System, Inc. (the "Company") and Citibank, N.A., as Trustee
(the "Trustee"), resolutions adopted by the Company's Board of Directors on
January 20, 1993, and a Committee Authorization dated December 9, 1993, this
Officers' Certificate and Company Order is being delivered to the Trustee to
establish the terms of a series of Securities in accordance with Section 301 of
the Indenture, to establish the forms of the Securities of such series in
accordance with Section 201 of the Indenture, and to establish the procedures
for the authentication and delivery of specific Securities from time to time
pursuant to Section 303 of the Indenture.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture.
All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities, (ii) the forms of such series of
Securities and (iii) the procedures for the authentication and delivery of such
series of Securities have been complied with.
A. Establishment of Series pursuant to Section 301 of Indenture.
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There is hereby established pursuant to Section 301 of the Indenture a
series of Securities which shall have the following terms:
(1) The Securities of such series shall bear the title "Medium-Term
Notes, Series F (Senior)" (referred to herein as the "Notes").
(2) There shall be no limitation on the aggregate principal amount of
the Notes of such series, however, unless otherwise specified in an
Authentication Certificate or CTM transmission (in each case, as defined in
Section C below), the aggregate principal amount of the Notes of such series to
be issued pursuant to this Officers' Certificate is limited to $450,000,000 or
the equivalent thereof in foreign currencies or foreign currency units (except
for Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes of such series pursuant to Section 304,
305, 306, 906 or 1107 of the Indenture and except for any Notes which, pursuant
to Section 303 of the Indenture, are deemed never to have been authenticated and
delivered thereunder) as such amount may be reduced by the issuance of other
series of the Securities. If so specified in an Authentication Certificate or
CTM transmission, such $450,000,000 limit shall be increased to up to
$775,000,000.
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(3) Interest will be payable to the person in whose name a Note (or
any predecessor Note) is registered at the close of business on the Regular
Record Date (as defined below) next preceding each Interest Payment Date (as
defined below); provided, however, that interest payable at maturity or upon
redemption will be payable to the person to whom principal shall be payable.
(4) Each Note within such series shall mature on a Business Day (as
defined below), 9 months or more from its date of issue as specified in such
Note and in the applicable Authentication Certificate or CTM transmission;
provided, however, that no Commercial Paper Rate Note (as defined below) shall
mature less than 9 months and 1 day from its date of issue. If the Maturity Date
specified in the applicable Authentication Certificate or CTM transmission for
any Note is a day that is not a Business Day principal will be paid on the next
succeeding Business Day with the same force and effect as if made on such
specified Maturity Date, except that, in the case of a LIBOR Note (as defined
below), if such Business Day is in the next succeeding calendar month, principal
will be paid on the immediately preceding Business Day.
(5) Each Note within such series that bears interest will bear
interest at either (a) a fixed rate (the "Fixed Rate Notes") or (b) a floating
rate determined by reference to one or more interest rate formulas, which may be
adjusted by a Spread, Spread Multiplier, Alternate Rate Event Spread or
Alternate Rate Event Spread Multiplier (each as defined below), and, if so
specified in the applicable Authentication Certificate or CTM transmission with
respect to one or more Interest Periods (as defined below), one or more fixed
rates (the "Floating Rate Notes"). Notes within such series may also be issued
as "Zero Coupon Notes" which do not provide for any periodic payments of
interest. Notes may be issued as Original Issue Discount Notes at a discount
from the principal amount thereof due at the stated maturity as specified in the
applicable Authentication Certificate or CTM transmission. Any Floating Rate
Note may also have either or both of the following as set forth in the
applicable Authentication Certificate or CTM transmission: (i) a maximum
interest rate limitation, or ceiling, on the rate of interest which may accrue
during any Interest Period; and (ii) a minimum interest rate limitation, or
floor, on the rate of interest which may accrue during any Interest Period. The
applicable Authentication Certificate or CTM transmission may designate any of
the following interest rate formulas as applicable to one or more Interest
Periods on each Floating Rate Note: (a) the Commercial Paper Rate, in which case
such Note will be a "Commercial Paper Rate Note" with respect to such Interest
Period or Interest Periods; (b) the Federal Funds Rate, in which case such Note
will be a "Federal Funds Rate Note" with respect to such Interest Period or
Interest Periods; (c) LIBOR, in which case such Note will be a "LIBOR Note" with
respect to such Interest Period or Interest Periods; (d) the Prime Rate, in
which case such Note will be a "Prime Rate Note" with respect to such Interest
Period or Interest Periods; (e) the Eleventh District Cost of Funds Rate, in
which case such Note will be an "Eleventh District Cost of Funds Rate Note" with
respect to such Interest Period or Interest Periods; (f) the CD Rate, in which
case such Note will be a "CD Rate Note"
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with respect to such Interest Period or Interest Periods; (g) the Treasury Rate,
in which case such Note will be a "Treasury Rate Note" with respect to such
Interest Period or Interest Periods; (h) the J.J. Kenny Rate, in which case such
Note will be a "J.J. Kenny Rate Note" with respect to such Interest Period or
Interest Periods; (i) the CMT Rate, in which case such Note will be a "CMT Rate
Note" with respect to such Interest Period or Interest Periods; or (j) such
other interest rate formula as is set forth in the applicable Authentication
Certificate or CTM transmission.
The interest rate on each Floating Rate Note for each Interest Period will
be determined by reference to (i) the applicable interest rate formula specified
in the applicable Authentication Certificate or CTM transmission for such
Interest Period, plus or minus the Spread (or Alternate Rate Event Spread, if
applicable), if any, or multiplied by the Spread Multiplier (or Alternate Rate
Event Spread Multiplier, if applicable), if any, or (ii) the applicable fixed
rate per annum specified in the applicable Authentication Certificate or CTM
transmission for such Interest Period. The "Spread" is the number of basis
points specified in the applicable Authentication Certificate or CTM
transmission as being applicable to such Floating Rate Note for such Interest
Period, and the "Spread Multiplier" is the percentage specified in the
applicable Authentication Certificate or CTM transmission as being applicable to
such Floating Rate Note for such Interest Period. "Alternate Rate Event Spread"
and "Alternate Rate Event Spread Multiplier," if applicable, have the respective
meanings specified under "Floating Rate Notes--Eleventh District Cost of Funds
Rate Notes" below.
Each Note that bears interest will bear interest from and including its
date of issue or from and including the most recent Interest Payment Date (as
defined below) to which interest on such Note (or any predecessor Note) has been
paid or duly provided for (i) at the fixed rate per annum applicable to the
related Interest Period or Interest Periods, or (ii) at a rate per annum
determined pursuant to the interest rate formula applicable to the related
Interest Period, in each case as specified therein and in the applicable
Authentication Certificate or CTM transmission, until the principal thereof is
paid or made available for payment. Interest will be payable on each Interest
Payment Date and at maturity or upon redemption. The first payment of interest
on any Note originally issued after a Regular Record Date and on or before an
Interest Payment Date will be made on the Interest Payment Date following the
next succeeding Regular Record Date to the registered holder on such next
succeeding Regular Record Date. Interest rates and interest rate formulas are
subject to change by the Company from time to time but no such change will
affect any Note theretofore issued or which the Company has agreed to issue.
Unless otherwise specified in the applicable Authentication Certificate or CTM
transmission, the "Interest Payment Dates" and the "Regular Record Dates" for
Fixed Rate Notes shall be as described below under "Fixed Rate Notes" and the
"Interest Payment Dates" and the "Regular Record Dates" for Floating Rate Notes
shall be as described below under "Floating Rate Notes".
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The interest rate on a Note for any Interest Period will in no event be
higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
The applicable Authentication Certificate or CTM transmission will
specify: (i) the issue price, Interest Payment Dates and Regular Record Dates;
(ii) with respect to any Fixed Rate Note, the interest rate; (iii) with respect
to any Floating Rate Note, the Initial Interest Rate (as defined below), the
method (which may vary from Interest Period to Interest Period) of calculating
the interest rate applicable to each Interest Period (including, if applicable,
the fixed rate per annum applicable to one or more Interest Periods, the period
to maturity of any instrument on which the interest rate formula for any
Interest Period is based (the "Index Maturity"), the Spread or Spread Multiplier
(or the Alternate Rate Event Spread or Alternate Rate Event Spread Multiplier,
if applicable), the Interest Determination Dates (as defined below), the
Interest Reset Dates (as defined below) and any minimum or maximum interest rate
limitations); and (iv) whether such Note is an Original Issue Discount Note.
Fixed Rate Notes
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Each Fixed Rate Note, whether or not issued as an Original Issue
Discount Note, will bear interest at the annual rate specified therein and in
the applicable Authentication Certificate or CTM transmission. Unless otherwise
specified in the applicable Authentication Certificate or CTM transmission, the
Interest Payment Dates for the Fixed Rate Notes will be on February 1 and August
1 of each year and at maturity or upon redemption and the Regular Record Dates
for the Fixed Rate Notes will be on the fifteenth day (whether or not a Business
Day) of the month next preceding each Interest Payment Date. Unless otherwise
specified in the applicable Authentication Certificate or CTM transmission,
interest payments for Fixed Rate Notes shall be the amount of interest accrued
to, but excluding, the relevant Interest Payment Date. Interest on Fixed Rate
Notes will be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that any Interest Payment Date on a Fixed Rate Note is not
a Business Day, interest will be paid on the next succeeding Business Day with
the same force and effect as if made on such Interest Payment Date.
Floating Rate Notes
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The Interest Payment Dates for the Floating Rate Notes shall be as
specified in such Notes and in the applicable Authentication Certificate or CTM
transmission, and, unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, the Regular Record Dates for the Floating Rate
Notes will be on the day (whether or not a Business Day) fifteen calendar days
preceding each Interest Payment Date. Unless otherwise specified in the
applicable Authentication Certificate or CTM transmission and except as provided
below, interest on Floating Rate Notes will be payable on the following Interest
Payment
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Dates: in the case of Floating Rate Notes (other than Eleventh District
Cost of Funds Rate Notes) with a daily, weekly or monthly Interest Reset Date,
on the third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year; in the case of Eleventh District Cost of
Funds Rate Notes (all of which reset monthly), on the first Business Day of each
month or on the first Business Day of March, June, September and December of
each year, all as specified in the applicable Authentication Certificate or CTM
transmission; in the case of Floating Rate Notes with a quarterly Interest Reset
Date, on the third Wednesday of March, June, September and December of each
year; in the case of Floating Rate Notes with a semi-annual Interest Reset Date,
on the third Wednesday of the two months of each year specified in the
applicable Authentication Certificate or CTM transmission; and in the case of
Floating Rate Notes with an annual Interest Reset Date, on the third Wednesday
of the month of each year specified in the applicable Authentication Certificate
or CTM transmission, and in each case at maturity or upon redemption. If any
Interest Payment Date for any Floating Rate Note would otherwise be a day that
is not a Business Day, the Interest Payment Date for such Floating Rate Note
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 Payment Date shall be the immediately preceding Business
Day. "Business Day" means (a) with respect to any Note, any day that is not a
Saturday or Sunday and that in The City of New York (and, with respect to LIBOR
Notes, London, England) is not a day on which banking institutions generally are
authorized or obligated by law or executive order to close and (b) with respect
to Foreign Currency Notes only, any day that, in the capital city of the country
of the currency in which such Notes are denominated or, with respect to Foreign
Currency Notes denominated in European Currency Units ("ECUs"), Brussels, is not
a day on which banking institutions generally are authorized or obligated by law
to close.
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (the date on which each
such reset occurs, an "Interest Reset Date"), as specified in the applicable
Authentication Certificate or CTM transmission. Unless otherwise specified in
the applicable Authentication Certificate or CTM transmission, the Interest
Reset Date will be as follows: in the case of Floating Rate Notes which are
reset daily, each Business Day; in the case of Floating Rate Notes (other than
Treasury Rate Notes) which are reset weekly, the Wednesday of each week; in the
case of Treasury Rate Notes which are reset weekly, the Tuesday of each week
(except if the auction date falls on a Tuesday, then the next Business Day, as
provided below); in the case of Floating Rate Notes (other than Eleventh
District Cost of Funds Rate Notes) which are reset monthly, the third Wednesday
of each month; in the case of Eleventh District Cost of Funds Rate Notes (all of
which reset monthly), the first Business Day of each month; in the case of
Floating Rate Notes which are reset quarterly, the third Wednesday of March,
June, September and December of each year; in the case of Floating Rate Notes
which are reset semi-annually, the third Wednesday of the two months of each
year specified in the applicable Authentication Certificate or CTM
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transmission; and in the case of Floating Rate Notes which are reset annually,
the third Wednesday of the month of each year specified in the applicable
Authentication Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, the interest rate determined with respect to any Interest
Determination Date will become effective on and as of the next succeeding
Interest Reset Date; provided, however, that (i) the interest rate in effect
from the date of issue to the first Interest Reset Date with respect to a
Floating Rate Note (the "Initial Interest Rate") will be as specified in the
applicable Authentication Certificate or CTM transmission and (ii) the interest
rate in effect for the 10 days immediately prior to maturity will be that in
effect on the tenth day preceding such maturity. If any Interest Reset Date for
any Floating Rate Note would otherwise be a day that is not a Business Day, such
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.
As used herein, "Interest Determination Date" means the date as of which
the interest rate for a Floating Rate Note is to be calculated, to be effective
as of the following Interest Reset Date and calculated on the related
Calculation Date (as defined below). Unless otherwise specified in the
applicable Authentication Certificate or CTM transmission, the Interest
Determination Date pertaining to any Interest Reset Date for a Commercial Paper
Rate Note, a Federal Funds Rate Note, a LIBOR Note, a Prime Rate Note, a CD Rate
Note, a J.J. Kenny Rate Note or a CMT Rate Note (the "Commercial Paper Interest
Determination Date", the "Federal Funds Interest Determination Date", the "LIBOR
Interest Determination Date", the "Prime Interest Determination Date", the "CD
Interest Determination Date", the "J.J. Kenny Interest Determination Date" and
the "CMT Interest Determination Date", respectively) will be the second Business
Day prior to such Interest Reset Date. Unless otherwise specified in the
applicable Authentication Certificate or CTM transmission, the Interest
Determination Date pertaining to an Interest Reset Date for an Eleventh District
Cost of Funds Rate Note (the "Eleventh District Cost of Funds Interest
Determination Date") will be the last day of the month of the District Bank (as
defined below) preceding the Interest Reset Date on which the District Bank is
open for business and publishes the Index (as defined below). Unless otherwise
specified in the applicable Authentication Certificate or CTM transmission, the
Interest Determination Date pertaining to an Interest Reset Date for a Treasury
Rate Note (the "Treasury Interest Determination Date") will be the day of the
week on which Treasury bills would normally be auctioned in the week in which
such Interest Reset Date falls. If, as the result of a legal holiday, an auction
is so held on the preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring 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.
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Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, interest payments on an Interest Payment Date for a Floating
Rate Note will include interest accrued from, and including, the next preceding
Interest Payment Date to which interest has been paid or duly provided for (or
from, and including, the date of issue if no interest has been paid or duly
provided for with respect to such Floating Rate Note) to, but excluding, such
Interest Payment Date (each such interest accrual period, an "Interest Period").
Accrued interest from the date of issue or from the last date to which interest
has been paid or duly provided for to the date for which interest is being
calculated shall be calculated by multiplying the face amount of a Floating Rate
Note by the applicable accrued interest factor (the "Accrued Interest Factor").
The Accrued Interest Factor shall be computed by adding together the interest
factors calculated for each day from the date of issue, or from the last date to
which interest has been paid or duly provided for to the date for which accrued
interest is being calculated. The interest factor for each such day shall be
computed by dividing the per annum interest rate applicable to such day by 360
in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR
Notes, Prime Rate Notes, Eleventh District Cost of Funds Rate Notes, CD Rate
Notes and J.J. Kenny Rate Notes, or by the actual number of days in the year in
the case of Treasury Rate Notes and CMT Rate Notes. The interest rate in effect
on each day will be (i) if such day is an Interest Reset Date, the interest rate
with respect to the Interest Determination Date pertaining to such Interest
Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate
with respect to the Interest Determination Date pertaining to the next preceding
Interest Reset Date, subject in either case to any maximum or minimum interest
rate limitation referred to above or in the applicable Authentication
Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, Citibank, N.A. will be the "Calculation Agent". On or before
each Calculation Date, the Calculation Agent will determine the interest rate as
described below and notify the Paying Agent. The Paying Agent will determine the
Accrued Interest Factor applicable to any such Floating Rate Note. The Paying
Agent will, upon the request of the holder of any Floating Rate Note, provide
the interest rate then in effect and the interest rate which will become
effective as a result of a determination made with respect to the most recent
Interest Determination Date with respect to such Floating Rate Note. The
determinations of interest rates made by the Calculation Agent shall be
conclusive and binding, and neither the Trustee nor the Paying Agent shall have
the duty to verify determinations of interest rates made by the Calculation
Agent. The determinations of Accrued Interest Factors made by the Paying Agent
shall be conclusive and binding. Unless otherwise specified in the applicable
Authentication Certificate or CTM transmission, the "Calculation Date", if
applicable, pertaining to any Interest Determination Date on a Floating Rate
Note having monthly, quarterly, semi-annual or annual Interest Reset Dates will
be the tenth calendar day after such Interest Determination Date, or, if any
such day is not a Business Day, the next succeeding Business Day, and the
"Calculation Date", if applicable, pertaining to any Interest Determination Date
on a
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Floating Rate Note having daily or weekly Interest Reset Dates will be the
second Business Day after such Interest Determination.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, all percentages resulting from any calculation on Floating
Rate Notes will be rounded, if necessary, to the nearest one hundred-thousandth
of one percentage point, with five one-millionths of one percentage point
rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
.0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654));
all calculations of the interest factor for any day on Floating Rate Notes will
be rounded, if necessary, to the nearest one hundred-millionth, with five one-
billionths rounded upward (e.g. .098765455 being rounded to .09876546 and
.098765454 being rounded to .09876545); and all dollar amounts used in or
resulting from such calculations on Floating Rate Notes will be rounded to the
nearest cent (with one-half cent being rounded upward).
Commercial Paper Rate Notes. Commercial Paper Rate Notes will bear
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interest at the interest rates (calculated with reference to the Commercial
Paper Rate and the Spread or Spread Multiplier, if any) specified in the
Commercial Paper Rate Note and in the applicable Authentication Certificate or
CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "Commercial Paper Rate" means, with respect to any Commercial
Paper Interest Determination Date, the Money Market Yield (calculated as
described below) of the rate on that date for commercial paper having the Index
Maturity specified in the applicable Authentication Certificate or CTM
transmission as such rate is released by the Board of Governors of the Federal
Reserve System as reported on page 120 (or other applicable page) of Telerate
Data Service, under the heading "Dealer Commercial Paper". If by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Commercial Paper
Interest Determination Date such rate is not so reported on Telerate Data
Service, then the Commercial Paper Rate shall be the Money Market Yield of the
rate on that Commercial Paper Interest Determination Date for commercial paper
having the Index Maturity designated in the applicable Authentication
Certificate or CTM transmission 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 3:00 p.m., New York City time, on such Calculation Date such rate
is not so published in Composite Quotations, the Commercial Paper Rate for that
Commercial Paper Interest Determination Date shall be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered rates of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent as of 11:00 a.m., New York City time,
on that Commercial Paper Interest Determination Date, for commercial paper
having the Index Maturity specified in the applicable Authentication Certificate
or CTM transmission placed for an industrial issuer whose bond rating is "AA",
or the equivalent, from a nationally recognized
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securities rating agency; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as specified in this
sentence, the Commercial Paper Rate with respect to such Commercial Paper
Interest Determination Date will remain 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
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360-(D x M)
where "D" refers to the per annum rate for the 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.
Federal Funds Rate Notes. Federal Funds Rate Notes will bear interest
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at the interest rates (calculated with reference to the Federal Funds Rate and
the Spread or Spread Multiplier, if any) specified in the Federal Funds Rate
Notes and in the applicable Authentication Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "Federal Funds Rate" means, with respect to any Federal Funds
Interest Determination Date, the rate on that day for Federal Funds released by
the Board of Governors of the Federal Reserve System as reported on page 120 (or
other applicable page) of Telerate Data Service, under the heading "Fed Funds
Effective" or, if not so reported on Telerate Data Service 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 will be the rate on such
Federal Funds Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate". If such rate is not so
published 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 arranged by three leading dealers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent as of 11:00 a.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if fewer than three dealers selected
as aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Federal Funds Rate will remain the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date.
LIBOR Notes. LIBOR Notes will bear interest at the interest rates
-----------
(calculated with reference to LIBOR and the Spread or Spread Multiplier, if any)
specified in the LIBOR Notes and in the applicable Authentication Certificate or
CTM transmission.
-9-
<PAGE>
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, LIBOR will be determined by the Calculation Agent in
accordance with the following provisions:
(i) With respect to a LIBOR Interest Determination Date, LIBOR will
be determined on the basis of the offered rates for deposits in United
States dollars having the Index Maturity designated in the applicable
Authentication Certificate or CTM transmission, commencing on the second
Business Day immediately following that LIBOR Interest Determination Date,
that appears as of 11:00 a.m. London time on such LIBOR Interest
Determination Date on the display screen designated "Page 3750" by Telerate
Data Service, or such other page as may replace such page on that service
or such other service or services as may be nominated by the British
Bankers' Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits. If no rate appears on Telerate Page 3750,
then LIBOR in respect of that LIBOR Interest Determination Date will be
determined as described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
no rate appears on Telerate Page 3750 as specified in (i) above, LIBOR will
be determined on the basis of the rates at which deposits in United States
dollars are offered by four major banks in the London interbank market
selected by the Calculation Agent (the "Reference Banks") at approximately
11:00 a.m., London time, on that LIBOR Interest Determination Date to prime
banks in the London interbank market having the Index Maturity designated
in the applicable Authentication Certificate or CTM transmission commencing
on the second Business Day immediately following such LIBOR Interest
Determination Date and in a principal amount, not less than United States
$1,000,000, that, in the judgment of the Calculation Agent, is
representative for a single transaction in such market at such time. The
Calculation Agent will request the principal London office of each of such
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer
than two quotations are provided, LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted by three
major banks in The City of New York selected by the Calculation Agent at
approximately 11:00 a.m., New York City time, on that LIBOR Interest
Determination Date for loans in United States dollars to leading European
banks, having the Index Maturity specified in the applicable Authentication
Certificate or CTM transmission, commencing on the second Business Day
immediately following that LIBOR Interest Determination Date and in a
principal amount, not less than United States $1,000,000, that, in the
judgment of the Calculation Agent, is representative for a single
transaction in such market at such time; provided, however, that if fewer
than three banks in The City of New York selected as
-10-
<PAGE>
aforesaid by the Calculation Agent are quoting as specified in this
sentence, LIBOR with respect to such LIBOR Interest Determination Date will
remain LIBOR in effect on such LIBOR Interest Determination Date.
Prime Rate Notes. Prime Rate Notes will bear interest at the interest
----------------
rates (calculated with reference to the Prime Rate and the Spread or Spread
Multiplier, if any) specified in the Prime Rate Notes and in the applicable
Authentication Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "Prime Rate" means, with respect to any Prime Interest
Determination Date, the arithmetic mean of the prime rates or base rates for
commercial loans quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Interest
Determination Date by three major money center banks in The City of New York
selected by the Calculation Agent (after consultation with the Company). If
fewer than three quotations are provided, the Prime Rate shall be calculated by
the Calculation Agent and shall be determined as the arithmetic mean on the
basis of the prime rates or base rates for commercial loans quoted in The City
of New York on such date by three substitute banks or trust companies organized
and doing business under the laws of the United States, or any State thereof,
having total equity capital of at least $500,000,000 and being subject to
supervision or examination by a federal or state authority, selected by the
Calculation Agent (after consultation with the Company); provided, however, that
if fewer than three banks or trust companies selected as aforesaid by the
Calculation Agent are quoting as specified in this sentence, the Prime Rate will
remain the Prime Rate in effect on such Prime Interest Determination Date.
Eleventh District Cost of Funds Rate Notes. Eleventh District Cost of
------------------------------------------
Funds Rate Notes will bear interest at the interest rates (calculated with
reference to the Eleventh District Cost of Funds Rate and the Spread or Spread
Multiplier, if any, or Alternate Rate Event Spread or Alternate Rate Event
Spread Multiplier, if applicable) specified in the Eleventh District Cost of
Funds Rate Notes and in the applicable Authentication Certificate or CTM
transmission.
Unless otherwise indicated in the applicable Authentication Certificate or
CTM transmission, "Eleventh District Cost of Funds Rate" means, with respect to
any Eleventh District Cost of Funds Interest Determination Date, the monthly
Eleventh District Cost of Funds Index (the "Index") published by the Federal
Home Loan Bank for the Eleventh District (the "District Bank") during the month
immediately preceding the Interest Reset Date to which the Eleventh District
Cost of Funds Interest Determination Date applies.
If the District Bank shall fail in any month to publish the Index (each
such failure being referred to herein as an "Alternate Rate Event"), then the
Cost of Funds Rate for the first Eleventh District Cost of Funds Interest
Determination Date
-11-
<PAGE>
after the Alternate Rate Event shall be calculated on the basis of the Index
most recently published prior to such Eleventh District Cost of Funds Interest
Determination Date. If an Alternate Rate Event occurs in the month immediately
following a month in which a prior Alternate Rate Event occurred, then the
Eleventh District Cost of Funds Rate for the Eleventh District Cost of Funds
Interest Determination Date immediately following the second Alternate Rate
Event shall be calculated on the basis of the Index most recently published
prior to such Eleventh District Cost of Funds Interest Determination Date and,
thereafter, the Eleventh District Cost of Funds Rate for each succeeding
Eleventh District Cost of Funds Interest Determination Date until the maturity
of such Eleventh District Cost of Funds Rate Notes shall be LIBOR, determined as
if such Notes were LIBOR Notes, and the Spread shall be the number of basis
points specified in the applicable Authentication Certificate or CTM
transmission as the "Alternate Rate Event Spread", if any, and the Spread
Multiplier shall be the percentage specified in the applicable Authentication
Certificate or CTM transmission as the "Alternate Rate Event Spread Multiplier",
if any.
CD Rate Notes. CD Rate Notes will bear interest at the interest rates
-------------
(calculated with reference to the CD Rate and the Spread or Spread Multiplier,
if any) specified in the CD Rate Notes and in the applicable Authentication
Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "CD Rate" means, with respect to any CD Interest Determination
Date, the rate on such date for negotiable certificates of deposit having the
Index Maturity specified in the applicable Authentication Certificate or CTM
transmission as such rate is released by the Board of Governors of the Federal
Reserve System as reported on page 120 (or other applicable page) of Telerate
Data Service, under the heading "Certs of Deposit". If by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such CD Interest Determination
Date such rate is not so reported on Telerate Data Service, then the CD Rate
shall be the rate on such CD Interest Determination Date for negotiable
certificates of deposit of the Index Maturity designated in the applicable
Authentication Certificate or CTM transmission as published in Composite
Quotations under the heading "Certificates of Deposit". If by 3:00 p.m., New
York City time, on such Calculation Date such rate is not so published in
Composite Quotations, the CD Rate for that CD Interest Determination Date shall
be calculated by the Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates as of 3:00 p.m., New York City time, on such CD
Interest Determination Date, of three leading nonbank dealers in negotiable
United States 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 market banks which are then rated A--1+ by Standard & Poor's
Corporation and P--1 by Moody's Investors Service with a remaining maturity
closest to the Index Maturity specified in the applicable Authentication
Certificate or CTM transmission in denominations of $5,000,000; provided,
however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as
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<PAGE>
specified in this sentence, the CD Rate will remain the CD Rate in effect on
such CD Interest Determination Date.
Treasury Rate Notes. Treasury Rate Notes will bear interest at the
-------------------
interest rates (calculated with reference to the Treasury Rate and the Spread or
Spread Multiplier, if any) specified in the Treasury Rate Notes and in the
applicable Authentication Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "Treasury Rate" means, with respect to any Treasury Interest
Determination Date, the rate for the most recent auction of direct obligations
of the United States ("Treasury bills") having the Index Maturity specified in
the applicable Authentication Certificate or CTM transmission as such rate is
released by the Board of Governors of the Federal Reserve System as reported on
page 56 or 57 (or other applicable page) of Telerate Data Service, under the
heading "Avge Invest Yield" or, if not so reported in Telerate Data Service by
3:00 p.m., New York City time, on the Calculation Date pertaining to such
Treasury Interest Determination Date, such rate as published in "Statistical
Release H.15 (519), Selected Interest Rates", or any successor publication of
the Board of Governors of the Federal Reserve System ("H.15 (519)"), under the
heading "U.S. Government Securities--Treasury Bills--auction average
(investment)" or, if not so published in H.15 (519) by 3:00 p.m., New York City
time, on the Calculation Date pertaining to such Treasury Interest Determination
Date, the auction average rate (expressed as a bond equivalent 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 Index
Maturity designated in the applicable Authentication Certificate or CTM
transmission are not otherwise reported as provided above by 3:00 p.m., New York
City time, on such Calculation Date or 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 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 3:30 p.m., New York
City time, on such Treasury 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
Index Maturity designated in the applicable Authentication Certificate or CTM
transmission; provided, however, that if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Treasury Rate with respect to such Treasury Interest Determination Date will
remain the Treasury Rate in effect on such Treasury Interest Determination Date.
J. J. Kenny Rate. J. J. Kenny Rate Notes will bear interest at the
----------------
interest rates (calculated with reference to the J. J. Kenny Rate and the Spread
or Spread Multiplier, if any) specified in the J. J. Kenny Rate Note and in the
applicable Authentication Certificate or CTM transmission.
-13-
<PAGE>
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "J. J. Kenny Rate" means, with respect to any J. J. Kenny
Interest Determination Date, the rate in the high grade weekly index (the
"Weekly Index") on such date made available by Kenny Information Systems
("Kenny") to the Calculation Agent. The Weekly Index is, and shall be, based
upon 30-day yield evaluations at par of bonds, the interest of which is exempt
from Federal income taxation under the Internal Revenue Code of 1986, as
amended, of not less than five high grade component issuers selected by Kenny
which shall include, without limitation, issuers of general obligation bonds.
The specific issuers included among the component issuers may be changed from
time to time by Kenny in its discretion. The bonds on which the Weekly Index is
based shall not include any bonds on which the interest is subject to a minimum
tax or similar tax under the Internal Revenue Code of 1986, as amended, unless
all tax-exempt bonds are subject to such tax. In the event Kenny ceases to make
available such Weekly Index, a successor indexing agent will be selected by the
Calculation Agent, such index to reflect the prevailing rate for bonds rated in
the highest short-term rating category by Moody's Investors Service, Inc. and
Standard & Poor's Corporation in respect of issuers most closely resembling the
high grade component issuers selected by Kenny for its Weekly Index, the
interest on which is (A) variable on a weekly basis, (B) exempt from Federal
income taxation under the Internal Revenue Code of 1986, as amended, and (C) not
subject to a minimum tax or similar tax under the Internal Revenue of Code of
1986, as amended, unless all tax-exempt bonds are subject to such tax. If such
successor indexing agent is not available, the rate for the J. J. Kenny Interest
Determination Date shall be 67% of the rate determined if the Treasury Rate
option had been originally selected.
CMT Rate. CMT Rate Notes will bear interest at the interest rates
--------
(calculated with reference to the CMT Rate and the Spread or Spread Multiplier,
if any) specified in the CMT Rate Note and in the applicable Authentication
Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "CMT Rate" means, with respect to any CMT Interest
Determination Date, the rate displayed for the applicable Index Maturity on
Telerate Page 7055 for "Daily Treasury Constant Maturities and Money
Markets/Federal Reserve Board Release H.15 Monday's Approx. 3:45 p.m. EDT," for
the applicable CMT Interest Determination Date (or such other page as may
replace that page on such service for the purpose of displaying rates or prices
comparable to the CMT Rate, as determined by the Calculation Agent). If such
rate is not so available by 3:00 p.m., New York City time, on the applicable
Calculation Date, then the CMT Rate for such CMT Interest Determination Date
shall be the bond equivalent yield to maturity of the arithmetic mean as
calculated by the Calculation Agent) of the secondary market bid rates, as of
3:00 p.m., New York City time, on the applicable CMT Interest Determination
Date, reported, according to their written records, by three leading primary
United States government securities dealers in the City of
-14-
<PAGE>
New York (each, a "Reference Dealer") selected by the Calculation Agent, for the
most recently issued direct noncallable fixed rate Treasury Bills with an
original maturity approximately equal to the applicable Index Maturity;
provided, however, that if the Calculation Agent is not able to obtain such
quotations from at least three such Reference Dealers, the CMT Rate will remain
the CMT Rate then in effect on such CMT Interest Determination Date.
Zero Coupon Notes
- -----------------
The specific terms of any Zero Coupon Notes will be set forth in the
applicable Authentication Certificate or CTM transmission.
(6) Unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, principal of (and premium, if any) and interest
(if any) on the Notes will be payable, and, except as provided in Section 305 of
the Indenture with respect to any Global Security (as defined below)
representing Book-Entry Notes (as defined below), the transfer of the Notes will
be registrable and Notes will be exchangeable for Notes bearing identical terms
and provisions at the corporate trust office of Citibank, N.A. (the "Paying
Agent"), in the Borough of Manhattan, The City of New York, provided that
payments of interest with respect to any Certificated Note (as defined below),
other than interest at maturity or upon redemption, may be made at the option of
the Company by check mailed to the address of the person entitled thereto as it
appears on the registry books of the Company at the close of business on the
Regular Record Date corresponding to the relevant Interest Payment Date. Unless
otherwise specified in the applicable Authentication Certificate or CTM
transmission, holders of $10,000,000 or more in aggregate principal amount of
Certificated Notes shall be entitled to receive payments of interest, other than
interest at maturity or upon redemption, by wire transfer of immediately
available funds, if appropriate wire transfer instructions have been given to
the Paying Agent in writing not later than the Regular Record Date prior to the
applicable Interest Payment Date.
(7) If so specified in the applicable Authentication Certificate or CTM
transmission, the Notes will be redeemable at the option of the Company on the
date or dates prior to maturity specified in the applicable Authentication
Certificate or CTM transmission at the price or prices specified in the
applicable Authentication Certificate or CTM transmission (unless otherwise
specified in such Authentication Certificate or CTM transmission, expressed as a
percentage of the principal amount of such Note or, in the case of Zero Coupon
Notes or certain interest bearing Notes issued as Original Issue Discount Notes
(as specified in the applicable Authentication Certificate or CTM transmission),
as a percentage of the Amortized Face Amount (as defined below) of such Note as
described in Paragraph (13) below), together with accrued interest, if any, to
the date of redemption (or, in the case of any interest bearing Note issued as
an Original Issue Discount Note, any accrued but unpaid "qualified stated
interest" payments (as specified in Paragraph (13) below)). Unless otherwise
specified in the applicable Authentication Certificate
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<PAGE>
or CTM transmission, the Company may redeem any of the Notes which are
redeemable and remain outstanding either in whole or from time to time in part
upon the terms and conditions set forth in Article XI of the Indenture.
(8) Unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, the Company shall not be obligated to redeem or
purchase any Notes of such series pursuant to any sinking fund or analogous
provisions or at the option of any Holder.
(9) Unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, Notes of such series, other than Foreign
Currency Notes (as defined below), may be issued only in fully registered form
and the authorized denomination of the Notes of such series shall be $1,000 and
any integral multiple of $1,000 in excess thereof. Foreign Currency Notes will
be issued in the denominations specified in the applicable Authentication
Certificate or CTM transmission.
(10) The Notes may be denominated, and payments of principal of and
interest on the Notes will be made, in United States dollars or in such foreign
currencies or foreign currency units as may be specified in the applicable
Authentication Certificate or CTM transmission ("Foreign Currency Notes").
(11) Except as otherwise described in Paragraph (5) above and
Paragraph (13) below, the amount of payments of principal of and any premium or
interest on the Notes will not be determined with reference to an index.
(12) Unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, the Notes shall be subject to the events of
defined specified in Section 501, paragraphs (1) through (7), of the Indenture.
(13) The portion of the principal amount of the Notes, other than Original
Issue Discount Notes, (including any Zero Coupon Notes) which shall be payable
upon declaration of acceleration of maturity thereof shall not be other than the
principal amount thereof. Unless otherwise specified in the applicable
Authentication Certificate or CTM transmission, the portion of the principal
amount of Zero Coupon Notes and certain interest bearing Notes issued as
Original Issue Discount Notes (as specified in the applicable Authentication
Certificate or CTM transmission) upon any acceleration of the maturity thereof
will be the Amortized Face Amount (as defined below) thereof, and the amount
payable to the holder of such Original Issue Discount Note upon any redemption
thereof will be the applicable percentage of the Amortized Face Amount thereof
specified in the applicable Authentication Certificate or CTM transmission, in
each case as determined by the Company plus, in the case of any interest bearing
Note issued as an Original Issue Discount Note, any accrued but unpaid
"qualified stated interest" payments (as defined in the Treasury Regulations
regarding original issue discount issued by the Treasury Department in January
1994 (the "Regulations")). The
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<PAGE>
"Amortized Face Amount" of an Original Issue Discount Note is equal to the
sum of (i) the Issue Price (as defined below) of such Original Issue Discount
Note and (ii) that portion of the difference between the Issue Price and the
principal amount of such Original Issue Discount Note that has been amortized at
the Stated Yield (as defined below) of such Original Issue Discount Note
(computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of
1986, as amended, and Section 1.1275-1(b) of the Regulations, in each case as in
effect on the issue date of such Original Issue Discount Note) at the date as of
which the Amortized Face Amount is calculated, but in no event can the Amortized
Face Amount exceed the principal amount of such Note due at the stated maturity
thereof. As used in the preceding sentence, the term "Issue Price" means the
principal amount of such Original Issue Discount Note due at the stated maturity
thereof less the "Original Issue Discount" of such Original Issue Discount Note
specified on the face thereof and in the applicable Authentication Certificate
or CTM transmission. The term "Stated Yield" of such Original Issue Discount
Note means the "Yield to Maturity" specified on the face of such Original Issue
Discount Note and in the applicable Authentication Certificate or CTM
transmission for the period from the Original Issue Date of such Original Issue
Discount Note, as specified on the face of such Original Issue Discount Note and
in the applicable Authentication Certificate or CTM transmission, to the stated
maturity thereof based on its Issue Price and principal amount payable at the
stated maturity thereof.
(14) Each Note will be represented by either a global security (a "Global
Security") registered in the name of a nominee of the Depository (each such Note
represented by a Global Security being herein referred to as a "Book-Entry
Note") or a certificate issued in definitive registered form, without coupons (a
"Certificated Note"), as set forth in the applicable Authentication Certificate
or CTM transmission. Unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, The Depository Trust Company will act as
Depositary. Except as provided in Section 305 of the Indenture, Book-Entry Notes
will not be issuable in certificated form and will not be exchangeable or
transferable. So long as the Depositary or its nominee is the registered holder
of any Global Security, the Depositary or its nominee, as the case may be, will
be considered the sole Holder of the Book-Entry Note or Notes represented by
such Global Security for all purposes under the Indenture and the Notes.
(15) Subject to the terms of the Indenture and the resolutions and
authorizations referred to in the first paragraph hereof, the Notes shall have
such other terms (which may be in addition to or different from the terms set
forth herein) as are specified in the applicable Authentication Certificate or
CTM transmission.
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<PAGE>
B. Establishment of Note Forms pursuant to Section 201 of Indenture.
----------------------------------------------------------------
It is hereby established pursuant to Section 201 of the Indenture that the
Global Securities representing Book-Entry Notes shall be substantially in the
forms attached as Exhibits A, B, C and D hereto, unless a different form is
provided in the applicable Authentication Certificate (which Authentication
Certificate shall be an "Officers' Certificate" satisfying the requirements of
Section 201 of the Indenture).
C. Establishment or Procedures for Authentication of Notes Pursuant
----------------------------------------------------------------
to Section 303 of Indenture.
---------------------------
It is hereby ordered pursuant to Section 303 of the Indenture that Notes
may be authenticated by the Trustee and issued in accordance with the
Administrative Procedures attached hereto as Exhibit E and either (i) upon
receipt by the Trustee (including by facsimile) of an Authentication Certificate
Supplemental to this Officers' Certificate and Company Order, in substantially
the form attached as Exhibit F hereto (an "Authentication Certificate"), setting
forth the information specified or contemplated therein for the particular Notes
to be authenticated and issued or (ii) upon receipt by the Trustee of a
transmission through the Citi Treasury Manager system (a "CTM transmission") of
the information specified or contemplated in such Authentication Certificate for
the particular Notes to be authenticated and issued. At least one officer
signing each Authentication Certificate and each person transmitting or causing
the transmission of information through the CTM system shall be an Authorized
Officer as defined in the resolutions referred to in the first paragraph hereof.
D. Other Matters.
-------------
The applicable Authentication Certificate or CTM transmission shall
specify any agent of the Company designated for the purpose of delivering, for
cancellation by the Trustee pursuant to Section 309 of the Indenture, Notes
which have not been issued and sold by the Company.
Attached as Exhibit G hereto are true and correct copies of resolutions
duly adopted by the Board of Directors of the Company at a meeting duly called
and held on January 20, 1993, at which a quorum was present and acting
throughout, of an authorization dated December 9, 1993, of the Committee of the
Board of Directors of the Company appointed by the resolutions adopted January
20, 1993, duly executed by a member of the Committee, resolutions duly adopted
by the Board of Directors of the Company at a meeting duly called and held on
January 19, 1994, at which a quorum was present and acting throughout, and of an
authorization dated January 27, 1994, duly executed by the Chief Financial
Officer of the Company, designating certain additional Authorized Officers
pursuant to the resolutions adopted January 19, 1994; such resolutions and
authorizations have not been further
-18-
<PAGE>
amended, modified or rescinded and remain in full force and effect; and such
resolutions and authorizations are the only resolutions and authorizations
adopted by the Company's Board of Directors or any committee thereof or by any
Authorized Officers relating to the offering and sale of the Notes.
-19-
<PAGE>
The undersigned have read the pertinent sections of the Indenture
including the related definitions contained therein. The undersigned have
examined the resolutions adopted by the Board of Directors of the Company and
the authorizations adopted by the Committee of the Board of Directors. In the
opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of
(i) a series of Securities, (ii) the forms of such Securities and (iii) the
procedures for authentication of such series of Securities, contained in the
Indenture have been complied with. In the opinion of the undersigned, such
conditions have been complied with.
Dated: March 22, 1994
FIRST BANK SYSTEM, INC.
By David P. Grandstrand *
------------------------
And Kenneth D. Nelson **
------------------------
____________
* To be signed by the Treasurer or any Assistant Treasurer or Senior Vice
President designated as an Authorized Officer.
** To be signed by a Vice President.
-20-
<PAGE>
EXHIBIT 4.4
FIRST BANK SYSTEM, INC.
Medium-Term Notes, Series G (Subordinated)
Officers' Certificate and Company Order
Pursuant to the Indenture dated as of October 1, 1991, as amended by a First
Supplemental Indenture dated as of April 1, 1993 (as so amended, the
"Indenture"), between First Bank System, Inc. (the "Company") and Citibank,
N.A., as Trustee (the "Trustee"), resolutions adopted by the Company's Board of
Directors on January 20, 1993, and a Committee Authorization dated December 9,
1993, this Officers' Certificate and Company Order is being delivered to the
Trustee to establish the terms of a series of Securities in accordance with
Section 301 of the Indenture, to establish the forms of the Securities of such
series in accordance with Section 201 of the Indenture, and to establish the
procedures for the authentication and delivery of specific Securities from time
to time pursuant to Section 303 of the Indenture.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities, (ii) the forms of such series of
Securities and (iii) the procedures for the authentication and delivery of such
series of Securities have been complied with.
A. Establishment of Series pursuant to Section 301 of Indenture.
------------------------------------------------------------
There is hereby established pursuant to Section 301 of the Indenture a series
of Securities which shall have the following terms:
(1) The Securities of such series shall bear the title "Medium-Term
Notes, Series G (Subordinated)" (referred to herein as the "Notes").
(2) There shall be no limitation on the aggregate principal amount of
the Notes of such series, however, unless otherwise specified in an
Authentication Certificate or CTM transmission (in each case, as defined in
Section C below), the aggregate principal amount of the Notes of such series to
be issued pursuant to this Officers' Certificate is limited to $450,000,000 or
the equivalent thereof in foreign currencies or foreign currency units (except
for Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes of such series pursuant to Section 304,
305, 306, 906 or 1107 of the Indenture and except for any Notes which, pursuant
to Section 303 of the Indenture, are deemed never to have been authenticated and
delivered thereunder) as such amount may be reduced by the issuance of other
series of the Securities. If so specified in an Authentication Certificate or
CTM transmission, such $450,000,000 limit shall be increased to up to
$775,000,000.
<PAGE>
(3) Interest will be payable to the person in whose name a Note (or
any predecessor Note) is registered at the close of business on the Regular
Record Date (as defined below) next preceding each Interest Payment Date (as
defined below); provided, however, that interest payable at maturity or upon
redemption will be payable to the person to whom principal shall be payable.
(4) Each Note within such series shall mature on a Business Day (as
defined below), 9 months or more from its date of issue as specified in such
Note and in the applicable Authentication Certificate or CTM transmission;
provided, however, that no Commercial Paper Rate Note (as defined below) shall
mature less than 9 months and 1 day from its date of issue. Unless otherwise
authorized by or pursuant to a resolution of the Board of Directors of the
Company, no Series G Note will mature less than 1 year and 1 day from its date
of issue. If the Maturity Date specified in the applicable Authentication
Certificate or CTM transmission for any Note is a day that is not a Business Day
(as defined below), principal will be paid on the next succeeding Business Day
with the same force and effect as if made on such specified Maturity Date,
except that, in the case of a LIBOR Note (as defined below), if such Business
Day is in the next succeeding calendar month, principal will be paid on the
immediately preceding Business Day.
(5) Each Note within such series that bears interest will bear interest
at either (a) a fixed rate (the "Fixed Rate Notes") or (b) a floating rate
determined by reference to one or more interest rate formulas, which may be
adjusted by a Spread, Spread Multiplier, Alternate Rate Event Spread or
Alternate Rate Event Spread Multiplier (each as defined below), and, if so
specified in the applicable Authentication Certificate or CTM transmission with
respect to one or more Interest Periods (as defined below), one or more fixed
rates (the "Floating Rate Notes"). Notes within such series may also be issued
as "Zero Coupon Notes" which do not provide for any periodic payments of
interest. Notes may be issued as Original Issue Discount Notes at a discount
from the principal amount thereof due at the stated maturity as specified in the
applicable Authentication Certificate or CTM transmission. Any Floating Rate
Note may also have either or both of the following as set forth in the
applicable Authentication Certificate or CTM transmission: (i) a maximum
interest rate limitation, or ceiling, on the rate of interest which may accrue
during any Interest Period; and (ii) a minimum interest rate limitation, or
floor, on the rate of interest which may accrue during any Interest Period. The
applicable Authentication Certificate or CTM transmission may designate any of
the following interest rate formulas as applicable to one or more Interest
Periods on each Floating Rate Note: (a) the Commercial Paper Rate, in which case
such Note will be a "Commercial Paper Rate Note" with respect to such Interest
Period or Interest Periods; (b) the Federal Funds Rate, in which case such Note
will be a "Federal Funds Rate Note" with respect to such Interest Period or
Interest Periods; (c) LIBOR, in which case such Note will be a "LIBOR Note" with
respect to such Interest Period or Interest Periods; (d) the Prime Rate, in
which case such Note will be a "Prime Rate Note" with respect to such Interest
Period or Interest Periods;
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(e) the Eleventh District Cost of Funds Rate, in which case such Note will be an
"Eleventh District Cost of Funds Rate Note" with respect to such Interest Period
or Interest Periods; (f) the CD Rate, in which case such Note will be a "CD Rate
Note" with respect to such Interest Period or Interest Periods; (g) the Treasury
Rate, in which case such Note will be a "Treasury Rate Note" with respect to
such Interest Period or Interest Periods; (h) the J.J. Kenny Rate, in which case
such Note will be a "J.J. Kenny Rate Note" with respect to such Interest Period
or Interest Periods; (i) the CMT Rate, in which case such Note will be a "CMT
Rate Note" with respect to such Interest Period or Interest Periods; or (j) such
other interest rate formula as is set forth in the applicable Authentication
Certificate or CTM transmission.
The interest rate on each Floating Rate Note for each Interest Period will be
determined by reference to (i) the applicable interest rate formula specified in
the applicable Authentication Certificate or CTM transmission for such Interest
Period, plus or minus the Spread (or Alternate Rate Event Spread, if
applicable), if any, or multiplied by the Spread Multiplier (or Alternate Rate
Event Spread Multiplier, if applicable), if any, or (ii) the applicable fixed
rate per annum specified in the applicable Authentication Certificate or CTM
transmission for such Interest Period. The "Spread" is the number of basis
points specified in the applicable Authentication Certificate or CTM
transmission as being applicable to such Floating Rate Note for such Interest
Period, and the "Spread Multiplier" is the percentage specified in the
applicable Authentication Certificate or CTM transmission as being applicable to
such Floating Rate Note for such Interest Period. "Alternate Rate Event Spread"
and "Alternate Rate Event Spread Multiplier," if applicable, have the respective
meanings specified under "Floating Rate Notes--Eleventh District Cost of Funds
Rate Notes" below.
Each Note that bears interest will bear interest from and including its date
of issue or from and including the most recent Interest Payment Date (as defined
below) to which interest on such Note (or any predecessor Note) has been paid or
duly provided for (i) at the fixed rate per annum applicable to the related
Interest Period or Interest Periods, or (ii) at a rate per annum determined
pursuant to the interest rate formula applicable to the related Interest Period,
in each case as specified therein and in the applicable Authentication
Certificate or CTM transmission, until the principal thereof is paid or made
available for payment. Interest will be payable on each Interest Payment Date
and at maturity or upon redemption. The first payment of interest on any Note
originally issued after a Regular Record Date and on or before an Interest
Payment Date will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered holder on such next succeeding
Regular Record Date. Interest rates and interest rate formulas are subject to
change by the Company from time to time but no such change will affect any Note
theretofore issued or which the Company has agreed to issue. Unless otherwise
specified in the applicable Authentication Certificate or CTM transmission, the
"Interest Payment Dates" and the "Regular Record Dates" for Fixed Rate Notes
shall be as described below under "Fixed Rate
-3-
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Notes" and the "Interest Payment Dates" and the "Regular Record Dates" for
Floating Rate Notes shall be as described below under "Floating Rate Notes".
The interest rate on a Note for any Interest Period will in no event be
higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application.
The applicable Authentication Certificate or CTM transmission will specify:
(i) the issue price, Interest Payment Dates and Regular Record Dates; (ii) with
respect to any Fixed Rate Note, the interest rate; (iii) with respect to any
Floating Rate Note, the Initial Interest Rate (as defined below), the method
(which may vary from Interest Period to Interest Period) of calculating the
interest rate applicable to each Interest Period (including, if applicable, the
fixed rate per annum applicable to one or more Interest Periods, the period to
maturity of any instrument on which the interest rate formula for any Interest
Period is based (the "Index Maturity"), the Spread or Spread Multiplier (or the
Alternate Rate Event Spread or Alternate Rate Event Spread Multiplier, if
applicable), the Interest Determination Dates (as defined below), the Interest
Reset Dates (as defined below) and any minimum or maximum interest rate
limitations); and (iv) whether such Note is an Original Issue Discount Note.
Fixed Rate Notes
- ----------------
Each Fixed Rate Note, whether or not issued as an Original Issue Discount
Note, will bear interest at the annual rate specified therein and in the
applicable Authentication Certificate or CTM transmission. Unless otherwise
specified in the applicable Authentication Certificate or CTM transmission, the
Interest Payment Dates for the Fixed Rate Notes will be on February 1 and August
1 of each year and at maturity or upon redemption and the Regular Record Dates
for the Fixed Rate Notes will be on the fifteenth day (whether or not a Business
Day) of the month next preceding each Interest Payment Date. Unless otherwise
specified in the applicable Authentication Certificate or CTM transmission,
interest payments for Fixed Rate Notes shall be the amount of interest accrued
to, but excluding, the relevant Interest Payment Date. Interest on Fixed Rate
Notes will be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that any Interest Payment Date on a Fixed Rate Note is not
a Business Day, interest will be paid on the next succeeding Business Day with
the same force and effect as if made on such Interest Payment Date.
Floating Rate Notes
- -------------------
The Interest Payment Dates for the Floating Rate Notes shall be as specified
in such Notes and in the applicable Authentication Certificate or CTM
transmission, and, unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, the Regular Record Dates for the Floating Rate
Notes will be on the day (whether or not a Business Day) fifteen calendar days
-4-
<PAGE>
preceding each Interest Payment Date. Unless otherwise specified in the
applicable Authentication Certificate or CTM transmission and except as provided
below, interest on Floating Rate Notes will be payable on the following Interest
Payment Dates: in the case of Floating Rate Notes (other than Eleventh District
Cost of Funds Rate Notes) with a daily, weekly or monthly Interest Reset Date,
on the third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year; in the case of Eleventh District Cost of
Funds Rate Notes (all of which reset monthly), on the first Business Day of each
month or on the first Business Day of March, June, September and December of
each year, all as specified in the applicable Authentication Certificate or CTM
transmission; in the case of Floating Rate Notes with a quarterly Interest Reset
Date, on the third Wednesday of March, June, September and December of each
year; in the case of Floating Rate Notes with a semi-annual Interest Reset Date,
on the third Wednesday of the two months of each year specified in the
applicable Authentication Certificate or CTM transmission; and in the case of
Floating Rate Notes with an annual Interest Reset Date, on the third Wednesday
of the month of each year specified in the applicable Authentication Certificate
or CTM transmission, and in each case at maturity or upon redemption. If any
Interest Payment Date for any Floating Rate Note would otherwise be a day that
is not a Business Day, the Interest Payment Date for such Floating Rate Note
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 Payment Date shall be the immediately preceding Business
Day. "Business Day" means (a) with respect to any Note, any day that is not a
Saturday or Sunday and that in The City of New York (and, with respect to LIBOR
Notes, London, England) is not a day on which banking institutions generally are
authorized or obligated by law or executive order to close and (b) with respect
to Foreign Currency Notes only, any day that in the capital city of the country
of the currency in which such Notes are denominated or, with respect to Foreign
Currency Notes denominated in European Currency Units ("ECUs"), Brussels, is not
a day on which banking institutions generally are authorized or obligated by law
to close.
The rate of interest on each Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (the date on which each such reset
occurs, an "Interest Reset Date"), as specified in the applicable Authentication
Certificate or CTM transmission. Unless otherwise specified in the applicable
Authentication Certificate or CTM transmission, the Interest Reset Date will be
as follows: in the case of Floating Rate Notes which are reset daily, each
Business Day; in the case of Floating Rate Notes (other than Treasury Rate
Notes) which are reset weekly, the Wednesday of each week; in the case of
Treasury Rate Notes which are reset weekly, the Tuesday of each week (except if
the auction date falls on a Tuesday, then the next Business Day, as provided
below); in the case of Floating Rate Notes (other than Eleventh District Cost of
Funds Rate Notes) which are reset monthly, the third Wednesday of each month; in
the case of Eleventh District Cost of Funds Rate Notes (all of which reset
monthly), the first Business Day of each month; in the case of Floating Rate
Notes which are reset quarterly, the third
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Wednesday of March, June, September and December of each year; in the case of
Floating Rate Notes which are reset semi-annually, the third Wednesday of the
two months of each year specified in the applicable Authentication Certificate
or CTM transmission; and in the case of Floating Rate Notes which are reset
annually, the third Wednesday of the month of each year specified in the
applicable Authentication Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, the interest rate determined with respect to any Interest
Determination Date will become effective on and as of the next succeeding
Interest Reset Date; provided, however, that (i) the interest rate in effect
from the date of issue to the first Interest Reset Date with respect to a
Floating Rate Note (the "Initial Interest Rate") will be as specified in the
applicable Authentication Certificate or CTM transmission and (ii) the interest
rate in effect for the 10 days immediately prior to maturity will be that in
effect on the tenth day preceding such maturity. If any Interest Reset Date for
any Floating Rate Note would otherwise be a day that is not a Business Day, such
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.
As used herein, "Interest Determination Date" means the date as of which the
interest rate for a Floating Rate Note is to be calculated, to be effective as
of the following Interest Reset Date and calculated on the related Calculation
Date (as defined below). Unless otherwise specified in the applicable
Authentication Certificate or CTM transmission, the Interest Determination Date
pertaining to any Interest Reset Date for a Commercial Paper Rate Note, a
Federal Funds Rate Note, a LIBOR Note, a Prime Rate Note, a CD Rate Note, a J.J.
Kenny Rate Note or a CMT Rate Note (the "Commercial Paper Interest Determination
Date", the "Federal Funds Interest Determination Date", the "LIBOR Interest
Determination Date", the "Prime Interest Determination Date", the "CD Interest
Determination Date", the "J.J. Kenny Interest Determination Date" and the "CMT
Interest Determination Date", respectively) will be the second Business Day
prior to such Interest Reset Date. Unless otherwise specified in the applicable
Authentication Certificate or CTM transmission, the Interest Determination Date
pertaining to an Interest Reset Date for an Eleventh District Cost of Funds Rate
Note (the "Eleventh District Cost of Funds Interest Determination Date") will be
the last day of the month of the District Bank (as defined below) preceding the
Interest Reset Date on which the District Bank is open for business and
publishes the Index (as defined below). Unless otherwise specified in the
applicable Authentication Certificate or CTM transmission, the Interest
Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note
(the "Treasury Interest Determination Date") will be the day of the week on
which Treasury bills would normally be auctioned in the week in which such
Interest Reset Date falls. If, as the result of a legal holiday, an auction is
so held on the preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an
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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.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, interest payments on an Interest Payment Date for a Floating
Rate Note will include interest accrued from, and including, the next preceding
Interest Payment Date to which interest has been paid or duly provided for (or
from, and including, the date of issue if no interest has been paid or duly
provided for with respect to such Floating Rate Note) to, but excluding, such
Interest Payment Date (each such interest accrual period, an "Interest Period").
Accrued interest from the date of issue or from the last date to which interest
has been paid or duly provided for to the date for which interest is being
calculated shall be calculated by multiplying the face amount of a Floating Rate
Note by the applicable accrued interest factor (the "Accrued Interest Factor").
The Accrued Interest Factor shall be computed by adding together the interest
factors calculated for each day from the date of issue, or from the last date to
which interest has been paid or duly provided for to the date for which accrued
interest is being calculated. The interest factor for each such day shall be
computed by dividing the per annum interest rate applicable to such day by 360
in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR
Notes, Prime Rate Notes, Eleventh District Cost of Funds Rate Notes, CD Rate
Notes and J.J. Kenny Rate Notes, or by the actual number of days in the year in
the case of Treasury Rate Notes and CMT Rate Notes. The interest rate in effect
on each day will be (i) if such day is an Interest Reset Date, the interest rate
with respect to the Interest Determination Date pertaining to such Interest
Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate
with respect to the Interest Determination Date pertaining to the next preceding
Interest Reset Date, subject in either case to any maximum or minimum interest
rate limitation referred to above or in the applicable Authentication
Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, Citibank, N.A. will be the "Calculation Agent". On or before
each Calculation Date, the Calculation Agent will determine the interest rate as
described below and notify the Paying Agent. The Paying Agent will determine the
Accrued Interest Factor applicable to any such Floating Rate Note. The Paying
Agent will, upon the request of the holder of any Floating Rate Note, provide
the interest rate then in effect and the interest rate which will become
effective as a result of a determination made with respect to the most recent
Interest Determination Date with respect to such Floating Rate Note. The
determinations of interest rates made by the Calculation Agent shall be
conclusive and binding, and neither the Trustee nor the Paying Agent shall have
the duty to verify determinations of interest rates made by the Calculation
Agent. The determinations of Accrued Interest Factors made by the Paying Agent
shall be conclusive and binding. Unless otherwise specified in the applicable
Authentication Certificate or CTM transmission, the "Calculation Date", if
applicable, pertaining to any Interest Determination Date on a Floating Rate
Note having monthly, quarterly, semi-annual or annual Interest
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<PAGE>
Reset Dates will be the tenth calendar day after such Interest Determination
Date, or, if any such day is not a Business Day, the next succeeding Business
Day, and the "Calculation Date", if applicable, pertaining to any Interest
Determination Date on a Floating Rate Note having daily or weekly Interest Reset
Dates will be the second Business Day after such Interest Determination Date.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, all percentages resulting from any calculation on Floating
Rate Notes will be rounded, if necessary, to the nearest one hundred-thousandth
of one percentage point, with five one-millionths of one percentage point
rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
.0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654));
all calculations of the interest factor for any day on Floating Rate Notes will
be rounded, if necessary, to the nearest one hundred-millionth, with five one-
billionths rounded upward (e.g. .098765455 being rounded to .09876546 and
.098765454 being rounded to .09876545); and all dollar amounts used in or
resulting from such calculations on Floating Rate Notes will be rounded to the
nearest cent (with one-half cent being rounded upward).
Commercial Paper Rate Notes. Commercial Paper Rate Notes will bear interest
---------------------------
at the interest rates (calculated with reference to the Commercial Paper Rate
and the Spread or Spread Multiplier, if any) specified in the Commercial Paper
Rate Note and in the applicable Authentication Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "Commercial Paper Rate" means, with respect to any Commercial
Paper Interest Determination Date, the Money Market Yield (calculated as
described below) of the rate on that date for commercial paper having the Index
Maturity specified in the applicable Authentication Certificate or CTM
transmission as such rate is released by the Board of Governors of the Federal
Reserve System as reported on page 120 (or other applicable page) of Telerate
Data Service, under the heading "Dealer Commercial Paper". If by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Commercial Paper
Interest Determination Date such rate is not so reported on Telerate Data
Service, then the Commercial Paper Rate shall be the Money Market Yield of the
rate on that Commercial Paper Interest Determination Date for commercial paper
having the Index Maturity designated in the applicable Authentication
Certificate or CTM transmission 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 3:00 p.m., New York City time, on such Calculation Date such rate
is not so published in Composite Quotations, the Commercial Paper Rate for that
Commercial Paper Interest Determination Date shall be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered rates of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent as of 11:00 a.m., New York City time,
on that Commercial Paper Interest Determination Date, for
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<PAGE>
commercial paper having the Index Maturity specified in the applicable
Authentication Certificate or CTM transmission placed for an industrial issuer
whose bond rating is "AA", or the equivalent, from a nationally recognized
securities rating agency; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as specified in this
sentence, the Commercial Paper Rate with respect to such Commercial Paper
Interest Determination Date will remain 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:
D x 360
Money Market Yield = ----------------- x 100
360-(D x M)
where "D" refers to the per annum rate for the 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.
Federal Funds Rate Notes. Federal Funds Rate Notes will bear interest at the
------------------------
interest rates (calculated with reference to the Federal Funds Rate and the
Spread or Spread Multiplier, if any) specified in the Federal Funds Rate Notes
and in the applicable Authentication Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "Federal Funds Rate" means, with respect to any Federal Funds
Interest Determination Date, the rate on that day for Federal Funds released by
the Board of Governors of the Federal Reserve System as reported on page 120 (or
other applicable page) of Telerate Data Service, under the heading "Fed Funds
Effective" or, if not so reported on Telerate Data Service 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 will be the rate on such
Federal Funds Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate". If such rate is not so
published 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 arranged by three leading dealers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent as of 11:00 a.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if fewer than three dealers selected
as aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Federal Funds Rate will remain the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date.
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LIBOR Notes. LIBOR Notes will bear interest at the interest rates (calculated
-----------
with reference to LIBOR and the Spread or Spread Multiplier, if any) specified
in the LIBOR Notes and in the applicable Authentication Certificate or CTM
transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, LIBOR will be determined by the Calculation Agent in
accordance with the following provisions:
(i) With respect to a LIBOR Interest Determination Date, LIBOR will
be determined on the basis of the offered rates for deposits in United States
dollars having the Index Maturity designated in the applicable Authentication
Certificate or CTM transmission, commencing on the second Business Day
immediately following that LIBOR Interest Determination Date, that appears as
of 11:00 a.m. London time on such LIBOR Interest Determination Date on the
display screen designated "Page 3750" by Telerate Data Service, or such other
page as may replace such page on that service or such other service or
services as may be nominated by the British Bankers' Association for the
purpose of displaying London interbank offered rates for U.S. dollar
deposits. If no rate appears on Telerate Page 3750, then LIBOR in respect of
that LIBOR Interest Determination Date will be determined as described in
(ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which no
rate appears on Telerate Page 3750 as specified in (i) above, LIBOR will be
determined on the basis of the rates at which deposits in United States
dollars are offered by four major banks in the London interbank market
selected by the Calculation Agent (the "Reference Banks") at approximately
11:00 a.m., London time, on that LIBOR Interest Determination Date to prime
banks in the London interbank market having the Index Maturity designated in
the applicable Authentication Certificate or CTM transmission commencing on
the second Business Day immediately following such LIBOR Interest
Determination Date and in a principal amount, not less than United States
$1,000,000, that, in the judgment of the Calculation Agent, is representative
for a single transaction in such market at such time. The Calculation Agent
will request the principal London office of each of such Reference Banks to
provide a quotation of its rate. If at least two such quotations are
provided, LIBOR in respect of that LIBOR Interest Determination Date will be
the arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR in respect of that LIBOR Interest Determination Date will be
the arithmetic mean of the rates quoted by three major banks in The City of
New York selected by the Calculation Agent at approximately 11:00 a.m., New
York City time, on that LIBOR Interest Determination Date for loans in United
States dollars to leading European banks, having the Index Maturity specified
in the applicable Authentication Certificate or CTM transmission, commencing
on the second Business Day immediately following that LIBOR
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Interest Determination Date and in a principal amount, not less than United
States $1,000,000, that, in the judgment of the Calculation Agent, is
representative for a single transaction in such market at such time;
provided, however, that if fewer than three banks in The City of New York
selected as aforesaid by the Calculation Agent are quoting as specified in
this sentence, LIBOR with respect to such LIBOR Interest Determination Date
will remain LIBOR in effect on such LIBOR Interest Determination Date.
Prime Rate Notes. Prime Rate Notes will bear interest at the interest rates
----------------
(calculated with reference to the Prime Rate and the Spread or Spread
Multiplier, if any) specified in the Prime Rate Notes and in the applicable
Authentication Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "Prime Rate" means, with respect to any Prime Interest
Determination Date, the arithmetic mean of the prime rates or base rates for
commercial loans quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Interest
Determination Date by three major money center banks in The City of New York
selected by the Calculation Agent (after consultation with the Company). If
fewer than three quotations are provided, the Prime Rate shall be calculated by
the Calculation Agent and shall be determined as the arithmetic mean on the
basis of the prime rates or base rates for commercial loans quoted in The City
of New York on such date by three substitute banks or trust companies organized
and doing business under the laws of the United States, or any State thereof,
having total equity capital of at least $500,000,000 and being subject to
supervision or examination by a federal or state authority, selected by the
Calculation Agent (after consultation with the Company); provided, however, that
if fewer than three banks or trust companies selected as aforesaid by the
Calculation Agent are quoting as specified in this sentence, the Prime Rate will
remain the Prime Rate in effect on such Prime Interest Determination Date.
Eleventh District Cost of Funds Rate Notes. Eleventh District Cost of Funds
------------------------------------------
Rate Notes will bear interest at the interest rates (calculated with reference
to the Eleventh District Cost of Funds Rate and the Spread or Spread Multiplier,
if any, or Alternate Rate Event Spread or Alternate Rate Event Spread
Multiplier, if applicable) specified in the Eleventh District Cost of Funds Rate
Notes and in the applicable Authentication Certificate or CTM transmission.
Unless otherwise indicated in the applicable Authentication Certificate or
CTM transmission, "Eleventh District Cost of Funds Rate" means, with respect to
any Eleventh District Cost of Funds Interest Determination Date, the monthly
Eleventh District Cost of Funds Index (the "Index") published by the Federal
Home Loan Bank for the Eleventh District (the "District Bank") during the month
immediately preceding the Interest Reset Date to which the Eleventh District
Cost of Funds Interest Determination Date applies.
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If the District Bank shall fail in any month to publish the Index (each such
failure being referred to herein as an "Alternate Rate Event"), then the Cost of
Funds Rate for the first Eleventh District Cost of Funds Interest Determination
Date after the Alternate Rate Event shall be calculated on the basis of the
Index most recently published prior to such Eleventh District Cost of Funds
Interest Determination Date. If an Alternate Rate Event occurs in the month
immediately following a month in which a prior Alternate Rate Event occurred,
then the Eleventh District Cost of Funds Rate for the Eleventh District Cost of
Funds Interest Determination Date immediately following the second Alternate
Rate Event shall be calculated on the basis of the Index most recently published
prior to such Eleventh District Cost of Funds Interest Determination Date and,
thereafter, the Eleventh District Cost of Funds Rate for each succeeding
Eleventh District Cost of Funds Interest Determination Date until the maturity
of such Eleventh District Cost of Funds Rate Notes shall be LIBOR, determined as
if such Notes were LIBOR Notes, and the Spread shall be the number of basis
points specified in the applicable Authentication Certificate or CTM
transmission as the "Alternate Rate Event Spread", if any, and the Spread
Multiplier shall be the percentage specified in the applicable Authentication
Certificate or CTM transmission as the "Alternate Rate Event Spread Multiplier",
if any.
CD Rate Notes. CD Rate Notes will bear interest at the interest rates
-------------
(calculated with reference to the CD Rate and the Spread or Spread Multiplier,
if any) specified in the CD Rate Notes and in the applicable Authentication
Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "CD Rate" means, with respect to any CD Interest Determination
Date, the rate on such date for negotiable certificates of deposit having the
Index Maturity specified in the applicable Authentication Certificate or CTM
transmission as such rate is released by the Board of Governors of the Federal
Reserve System as reported on page 120 (or other applicable page) of Telerate
Data Service, under the heading "Certs of Deposit". If by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such CD Interest Determination
Date such rate is not so reported on Telerate Data Service, then the CD Rate
shall be the rate on such CD Interest Determination Date for negotiable
certificates of deposit of the Index Maturity designated in the applicable
Authentication Certificate or CTM transmission as published in Composite
Quotations under the heading "Certificates of Deposit". If by 3:00 p.m., New
York City time, on such Calculation Date such rate is not so published in
Composite Quotations, the CD Rate for that CD Interest Determination Date shall
be calculated by the Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates as of 3:00 p.m., New York City time, on such CD
Interest Determination Date, of three leading nonbank dealers in negotiable
United States 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 market banks which are then rated A-1+ by Standard & Poor's
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Corporation and P--1 by Moody's Investors Service with a remaining maturity
closest to the Index Maturity specified in the applicable Authentication
Certificate or CTM transmission in denominations of $5,000,000; provided,
however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as specified in this sentence, the CD Rate will
remain the CD Rate in effect on such CD Interest Determination Date.
Treasury Rate Notes. Treasury Rate Notes will bear interest at the interest
-------------------
rates (calculated with reference to the Treasury Rate and the Spread or Spread
Multiplier, if any) specified in the Treasury Rate Notes and in the applicable
Authentication Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "Treasury Rate" means, with respect to any Treasury Interest
Determination Date, the rate for the most recent auction of direct obligations
of the United States ("Treasury bills") having the Index Maturity specified in
the applicable Authentication Certificate or CTM transmission as such rate is
released by the Board of Governors of the Federal Reserve System as reported on
page 56 or 57 (or other applicable page) of Telerate Data Service, under the
heading "Avge Invest Yield" or, if not so reported in Telerate Data Service by
3:00 p.m., New York City time, on the Calculation Date pertaining to such
Treasury Interest Determination Date, such rate as published in "Statistical
Release H.15 (519), Selected Interest Rates", or any successor publication of
the Board of Governors of the Federal Reserve System ("H.15 (519)"), under the
heading "U.S. Government Securities--Treasury Bills--auction average
(investment)" or, if not so published in H.15 (519) by 3:00 p.m., New York City
time, on the Calculation Date pertaining to such Treasury Interest Determination
Date, the auction average rate (expressed as a bond equivalent 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 Index
Maturity designated in the applicable Authentication Certificate or CTM
transmission are not otherwise reported as provided above by 3:00 p.m., New York
City time, on such Calculation Date or 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 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 3:30 p.m., New York
City time, on such Treasury 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
Index Maturity designated in the applicable Authentication Certificate or CTM
transmission; provided, however, that if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Treasury Rate with respect to such Treasury Interest Determination Date will
remain the Treasury Rate in effect on such Treasury Interest Determination Date.
-13-
<PAGE>
J. J. Kenny Rate. J. J. Kenny Rate Notes will bear interest at the
----------------
interest rates (calculated with reference to the J. J. Kenny Rate and the Spread
or Spread Multiplier, if any) specified in the J. J. Kenny Rate Note and in the
applicable Authentication Certificate or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "J. J. Kenny Rate" means, with respect to any J. J. Kenny
Interest Determination Date, the rate in the high grade weekly index (the
"Weekly Index") on such date made available by Kenny Information Systems
("Kenny") to the Calculation Agent. The Weekly Index is, and shall be, based
upon 30-day yield evaluations at par of bonds, the interest of which is exempt
from Federal income taxation under the Internal Revenue Code of 1986, as
amended, of not less than five high grade component issuers selected by Kenny
which shall include, without limitation, issuers of general obligation bonds.
The specific issuers included among the component issuers may be changed from
time to time by Kenny in its discretion. The bonds on which the Weekly Index is
based shall not include any bonds on which the interest is subject to a minimum
tax or similar tax under the Internal Revenue Code of 1986, as amended, unless
all tax-exempt bonds are subject to such tax. In the event Kenny ceases to make
available such Weekly Index, a successor indexing agent will be selected by the
Calculation Agent, such index to reflect the prevailing rate for bonds rated in
the highest short-term rating category by Moody's Investors Service, Inc. and
Standard & Poor's Corporation in respect of issuers most closely resembling the
high grade component issuers selected by Kenny for its Weekly Index, the
interest on which is (A) variable on a weekly basis, (B) exempt from Federal
income taxation under the Internal Revenue Code of 1986, as amended, and (C) not
subject to a minimum tax or similar tax under the Internal Revenue of Code of
1986, as amended, unless all tax-exempt bonds are subject to such tax. If such
successor indexing agent is not available, the rate for the J. J. Kenny Interest
Determination Date shall be 67% of the rate determined if the Treasury Rate
option had been originally selected.
CMT Rate. CMT Rate Notes will bear interest at the interest rates (calculated
--------
with reference to the CMT Rate and the Spread or Spread Multiplier, if any)
specified in the CMT Rate Note and in the applicable Authentication Certificate
or CTM transmission.
Unless otherwise specified in the applicable Authentication Certificate or
CTM transmission, "CMT Rate" means, with respect to any CMT Interest
Determination Date, the rate displayed for the applicable Index Maturity on
Telerate Page 7055 for "Daily Treasury Constant Maturities and Money
Markets/Federal Reserve Board Release H.15 Monday's Approx. 3:45 p.m. EDT," for
the applicable CMT Interest Determination Date (or such other page as may
replace that page on such service for the purpose of displaying rates or prices
comparable to the CMT Rate, as determined by the Calculation Agent). If such
rate is not so available by 3:00 p.m., New York City time, on the applicable
Calculation Date, then the CMT Rate for such CMT Interest Determination Date
shall be the bond equivalent yield to
-14-
<PAGE>
maturity of the arithmetic mean as calculated by the Calculation Agent) of the
secondary market bid rates, as of 3:00 p.m., New York City time, on the
applicable CMT Interest Determination Date, reported, according to their written
records, by three leading primary United States government securities dealers in
the City of New York (each, a "Reference Dealer") selected by the Calculation
Agent, for the most recently issued direct noncallable fixed rate Treasury Bills
with an original maturity approximately equal to the applicable Index Maturity;
provided, however, that if the Calculation Agent is not able to obtain such
quotations from at least three such Reference Dealers, the CMT Rate will remain
the CMT Rate then in effect on such CMT Interest Determination Date.
Zero Coupon Notes
- -----------------
The specific terms of any Zero Coupon Notes will be set forth in the
applicable Authentication Certificate or CTM transmission.
(6) Unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, principal of (and premium, if any) and interest
(if any) on the Notes will be payable, and, except as provided in Section 305 of
the Indenture with respect to any Global Security (as defined below)
representing Book-Entry Notes (as defined below), the transfer of the Notes will
be registrable and Notes will be exchangeable for Notes bearing identical terms
and provisions at the corporate trust office of Citibank, N.A. (the "Paying
Agent"), in the Borough of Manhattan, The City of New York, provided that
payments of interest with respect to any Certificated Note (as defined below),
other than interest at maturity or upon redemption, may be made at the option of
the Company by check mailed to the address of the person entitled thereto as it
appears on the registry books of the Company at the close of business on the
Regular Record Date corresponding to the relevant Interest Payment Date. Unless
otherwise specified in the applicable Authentication Certificate or CTM
transmission, holders of $10,000,000 or more in aggregate principal amount of
Certificated Notes shall be entitled to receive payments of interest, other than
interest at maturity or upon redemption, by wire transfer of immediately
available funds, if appropriate wire transfer instructions have been given to
the Paying Agent in writing not later than the Regular Record Date prior to the
applicable Interest Payment Date.
(7) If so specified in the applicable Authentication Certificate or
CTM transmission, the Notes will be redeemable at the option of the Company on
the date or dates prior to maturity specified in the applicable Authentication
Certificate or CTM transmission at the price or prices specified in the
applicable Authentication Certificate or CTM transmission (unless otherwise
specified in such Authentication Certificate or CTM transmission, expressed as a
percentage of the principal amount of such Note or, in the case of Zero Coupon
Notes or certain interest bearing Notes issued as Original Issue Discount Notes
(as specified in the applicable Authentication Certificate or CTM transmission),
as a percentage of the Amortized Face Amount (as defined below) of such Note as
described in Paragraph
-15-
<PAGE>
(13) below), together with accrued interest, if any, to the date of redemption
(or, in the case of any interest bearing Note issued as an Original Issue
Discount Note, any accrued but unpaid "qualified stated interest" payments as
specified in Paragraph (13) below)). Unless otherwise specified in the
applicable Authentication Certificate or CTM transmission, the Company may
redeem any of the Notes which are redeemable and remain outstanding either in
whole or from time to time in part upon the terms and conditions set forth in
Article XI of the Indenture.
(8) Unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, the Company shall not be obligated to redeem or
purchase any Notes of such series pursuant to any sinking fund or analogous
provisions or at the option of any Holder.
(9) Unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, Notes of such series, other than Foreign
Currency Notes (as defined below), may be issued only in fully registered form
and the authorized denomination of the Notes of such series shall be $1,000 and
any integral multiple of $1,000 in excess thereof. Foreign Currency Notes will
be issued in the denominations specified in the applicable Authentication
Certificate or CTM transmission.
(10) The Notes may be denominated, and payments of principal of and
interest on the Notes will be made, in United States dollars or in such foreign
currencies or foreign currency units as may be specified in the applicable
Authentication Certificate or CTM transmission ("Foreign Currency Notes").
(11) Except as otherwise described in Paragraph (5) above and
Paragraph (13) below, the amount of payments of principal of and any premium or
interest on the Notes will not be determined with reference to an index.
(12) Unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, the Notes shall be subject to the events of
default specified in Section 501, paragraphs (1) through (2), of the Indenture.
(13) The portion of the principal amount of the Notes, other than
Original Issue Discount Notes (including Zero Coupon Notes), which shall be
payable upon declaration of acceleration of maturity thereof shall not be other
than the principal amount thereof. Unless otherwise specified in the applicable
Authentication Certificate or CTM transmission, the portion of the principal
amount of Zero Coupon Notes and certain interest bearing Notes issued as
Original Issue Discount Notes (as specified in the applicable Authentication
Certificate or CTM transmission) upon any acceleration of the maturity thereof
will be the Amortized Face Amount (as defined below) thereof, and the amount
payable to the holder of such Original Issue Discount Note upon any redemption
thereof will be the applicable percentage of the Amortized Face Amount thereof
specified in the applicable Authentication Certificate or CTM transmission, in
each case as
-16-
<PAGE>
determined by the Company plus, in the case of any interest bearing
Note issued as an Original Issue Discount Note, any accrued but unpaid
"qualified stated interest" payments (as defined in the Treasury Regulations
regarding original issue discount issued by the Treasury Department in January
1994 (the "Regulations")). The "Amortized Face Amount" of an Original Issue
Discount Note is equal to the sum of (i) the Issue Price (as defined below) of
such Original Issue Discount Note and (ii) that portion of the difference
between the Issue Price and the principal amount of such Original Issue Discount
Note that has been amortized at the Stated Yield (as defined below) of such
Original Issue Discount Note (computed in accordance with Section 1272(a)(4) of
the Internal Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the
Regulations, in each case as in effect on the issue date of such Original Issue
Discount Note) at the date as of which the Amortized Face Amount is calculated,
but in no event can the Amortized Face Amount exceed the principal amount of
such Note due at the stated maturity thereof. As used in the preceding sentence,
the term "Issue Price" means the principal amount of such Original Issue
Discount Note due at the stated maturity thereof less the "Original Issue
Discount" of such Original Issue Discount Note specified on the face thereof and
in the applicable Authentication Certificate or CTM transmission. The term
"Stated Yield" of such Original Issue Discount Note means the "Yield to
Maturity" specified on the face of such Original Issue Discount Note and in the
applicable Authentication Certificate or CTM transmission for the period from
the Original Issue Date of such Original Issue Discount Note, as specified on
the face of such Original Issue Discount Note and in the applicable
Authentication Certificate or CTM transmission, to the stated maturity thereof
based on its Issue Price and principal amount payable at the stated maturity
thereof.
(14) Each Note will be represented by either a global security (a "Global
Security") registered in the name of a nominee of the Depository (each such Note
represented by a Global Security being herein referred to as a "Book-Entry
Note") or a certificate issued in definitive registered form, without coupons (a
"Certificated Note"), as set forth in the applicable Authentication Certificate
or CTM transmission. Unless otherwise specified in the applicable Authentication
Certificate or CTM transmission, The Depository Trust Company will act as
Depositary. Except as provided in Section 305 of the Indenture, Book-Entry Notes
will not be issuable in certificated form and will not be exchangeable or
transferable. So long as the Depositary or its nominee is the registered holder
of any Global Security, the Depositary or its nominee, as the case may be, will
be considered the sole Holder of the Book-Entry Note or Notes represented by
such Global Security for all purposes under the Indenture and the Notes.
(15) The Notes shall be subject to the subordination provisions
contained in Article Thirteen of the Indenture.
(16) Subject to the terms of the Indenture and the resolutions and
authorizations referred to in the first paragraph hereof, the Notes shall have
such other terms (which may be in addition to or different from the terms set
forth
-17-
<PAGE>
herein) as are specified in the applicable Authentication Certificate or
CTM transmission.
B. Establishment of Note Forms pursuant to Section 201 of Indenture.
----------------------------------------------------------------
It is hereby established pursuant to Section 201 of the Indenture that the
Global Securities representing Book-Entry Notes shall be substantially in the
forms attached as Exhibits A, B, C and D hereto, unless a different form is
provided in the applicable Authentication Certificate (which Authentication
Certificate shall be an "Officers' Certificate" satisfying the requirements of
Section 201 of the Indenture).
C. Establishment or Procedures for Authentication of Notes Pursuant
----------------------------------------------------------------
to Section 303 of Indenture.
- ---------------------------
It is hereby ordered pursuant to Section 303 of the Indenture that Notes may
be authenticated by the Trustee and issued in accordance with the Administrative
Procedures attached hereto as Exhibit E and either (i) upon receipt by the
Trustee (including by facsimile) of an Authentication Certificate Supplemental
to this Officers' Certificate and Company Order, in substantially the form
attached as Exhibit F hereto (an "Authentication Certificate"), setting forth
the information specified or contemplated therein for the particular Notes to be
authenticated and issued or (ii) upon receipt by the Trustee of a transmission
through the Citi Treasury Manager system (a "CTM transmission") of the
information specified or contemplated in such Authentication Certificate for the
particular Notes to be authenticated and issued. At least one officer signing
each Authentication Certificate and each person transmitting or causing the
transmission of information through the CTM system shall be an Authorized
Officer as defined in the resolutions referred to in the first paragraph hereof.
D. Other Matters.
-------------
The applicable Authentication Certificate or CTM transmission shall specify
any agent of the Company designated for the purpose of delivering, for
cancellation by the Trustee pursuant to Section 309 of the Indenture, Notes
which have not been issued and sold by the Company.
Attached as Exhibit G hereto are true and correct copies of resolutions duly
adopted by the Board of Directors of the Company at a meeting duly called and
held on January 20, 1993, at which a quorum was present and acting throughout,
of an authorization dated December 9, 1993, of the Committee of the Board of
Directors of the Company appointed by the resolutions adopted January 20, 1993,
duly executed by a member of the Committee, resolutions duly adopted by the
Board of Directors of the Company at a meeting duly called and held on January
19, 1994, at which a quorum was present and acting throughout, and of an
authorization dated
-18-
<PAGE>
January 27, 1994, duly executed by the Chief Financial Officer of the Company,
designating certain additional Authorized Officers pursuant to the resolutions
adopted January 19, 1994; such resolutions and authorizations have not been
further amended, modified or rescinded and remain in full force and effect; and
such resolutions and authorizations are the only resolutions and authorizations
adopted by the Company's Board of Directors or any committee thereof or by any
Authorized Officers relating to the offering and sale of the Notes.
-19-
<PAGE>
The undersigned have read the pertinent sections of the Indenture including
the related definitions contained therein. The undersigned have examined the
resolutions adopted by the Board of Directors of the Company and the
authorizations adopted by the Committee of the Board of Directors. In the
opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of
(i) a series of Securities, (ii) the forms of such Securities and (iii) the
procedures for authentication of such series of Securities, contained in the
Indenture have been complied with. In the opinion of the undersigned, such
conditions have been complied with.
Dated: March 22, 1994
FIRST BANK SYSTEM, INC.
By David P. Grandstrand *
--------------------------------
And Kenneth D. Nelson **
-------------------------------
____________
* To be signed by the Treasurer or any Assistant Treasurer or Senior Vice
President designated as an Authorized Officer.
** To be signed by a Vice President.
-20-
<PAGE>
EXHIBIT 4.5(a)
NOTE SPECIMEN
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized representative
of The Depositary Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depositary Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
<TABLE>
<S> <C> <C>
REGISTERED REGISTERED
FIRST BANK SYSTEM, INC. Principal Amount:
No. FA-- MEDIUM-TERM NOTE, SERIES F (SENIOR) $
(GLOBAL FIXED RATE NOTE) CUSIP
No.
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
</TABLE>
FIRST BANK SYSTEM, INC., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to
or registered assigns, the principal sum of DOLLARS
on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date, and to pay interest thereon from the Original Issue
Date shown above or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, on each February 1 and August
1 or such
<PAGE>
other dates, if any, as are specified under "Other Terms" above (the "Interest
Payment Dates"), commencing with the Interest Payment Date immediately following
the Original Issue Date, at the rate per annum equal to the Interest Rate shown
above, until the principal hereof is paid or made available for payment;
provided, however, that if the Original Issue Date is after a Regular Record
Date and on or before the immediately following Interest Payment Date interest
payments will commence on the Interest Payment Date following the next
succeeding Regular Record Date. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will as provided in the 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, unless otherwise specified under "Other Terms" above, be
the fifteenth calendar day (whether or not a Business Day) next preceding such
Interest Payment Date; provided, however, that interest payable on the Maturity
Date of this Note or any applicable Redemption Date shall be payable to the
Person to whom principal shall be payable. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder
hereof on such Regular Record Date and may be paid to the Person in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date. In the event that
any Interest Payment Date or the Maturity Date is not a Business Day, the
interest and, with respect to the Maturity Date, principal otherwise payable on
such date will be paid on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Maturity Date. Payment of
the principal of (and premium, if any) and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Payment of the principal of (and premium, if any) and
interest on this Note due on the Maturity Date or any applicable Redemption Date
will be made in immediately available funds upon presentation of this Note.
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months. If possible Redemption Dates or periods within which Redemption
Dates may occur and the related Redemption Prices (expressed as percentages of
the principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption, in whole or in part, at the option of the
Company prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee identified below, by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
- 2 -
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
FIRST BANK SYSTEM, INC.
Dated: By
--------------------------------------
Chairman and President
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Attest
---------------------------------
Secretary
This is one of the Securities of the
series designated herein and issued
pursuant to the within-mentioned
indenture.
[FBS SEAL]
CITIBANK, N.A., as Trustee
By -------------------------------
Authorized Signatory
- 3 -
<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES F (SENIOR)
(GLOBAL FIXED RATE NOTE)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 1, 1991 (herein called the "Indenture"),
between the Company and Citibank, N.A., as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated herein. By the terms of the Indenture,
additional Notes of this series and of other separate series, which may vary as
to date, amount, Stated Maturity, interest rate or method of calculating the
interest rate and in other respects as therein provided, may be issued in an
unlimited principal amount.
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption prior to the Maturity Date upon not less
than 30 nor more than 60 days' notice by mail to the Person in whose name this
Note is registered at such address as shall appear in the registry books of
the Company, on any Redemption Date so specified or occurring within any
period so specified, as a whole or in part, at the election of the Company, at
the applicable Redemption Price so specified, together in the case of any such
redemption with accrued interest to the Redemption Date; provided, however,
that installments of interest whose stated maturity is on or prior to such
Redemption Date will be payable to the Holder of this Note (or one or more
predecessor Notes) at the close of business on the relevant Record Dates
referred to above, all as provided in the Indenture. In the event of
redemption of this Note in part only, a new Note of this series and of like
tenor of an authorized denomination for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof. Unless
otherwise specified above under "Redemption Terms", this Note is not subject
to any sinking fund.
If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of all the Notes may (subject to the conditions
set forth in the Indenture) be declared due and payable in the manner and with
the effect provided in the Indenture.
- 4 -
<PAGE>
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate 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 Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
Unless otherwise set forth above, under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
- 5 -
<PAGE>
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth above
under "Other Terms". Any terms so set forth shall be deemed to modify and/or
supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
-----------------------------------------------
ABBREVIATIONS
The following abbreviations, when used in 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 Gift to Minors Act
--------------------------------
(State)
Additional abbreviations may be used though not in the above list.
------------------------------------
- 6 -
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
- ---------------------------------------------------------------------- Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- -------------------------------------------
-------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
- 7 -
<PAGE>
EXHIBIT 4.5(b)
NOTE SPECIMEN
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depositary Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depositary
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.
<TABLE>
<S> <C>
REGISTERED REGISTERED
FIRST BANK SYSTEM, INC. Principal Amount:
No. FB- MEDIUM-TERM NOTE, SERIES F (SENIOR) $
(GLOBAL FLOATING RATE NOTE) CUSIP
No.
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL INTEREST RATE: SPREAD:
INTEREST RATE BASIS (AND, IF SPREAD MULTIPLIER:
APPLICABLE, RELATED INTEREST PERIODS):
ALTERNATE RATE EVENT SPREAD:
[ ] COMMERCIAL PAPER RATE
[ ] FEDERAL FUNDS RATE ALTERNATE RATE EVENT
[ ] LIBOR SPREAD MULTIPLIER:
[ ] PRIME RATE
[ ] ELEVENTH DISTRICT COST REDEMPTION TERMS:
OF FUNDS RATE
[ ] CD RATE
[ ] TREASURY RATE
[ ] FIXED RATE
[ ] J.J. KENNY RATE
[ ] CMT RATE
[ ] OTHER (SEE "OTHER TERMS") OTHER TERMS:
INDEX MATURITY:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST RESET DATES:
INTEREST PAYMENT DATES:
</TABLE>
<PAGE>
FIRST BANK SYSTEM, INC., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date, and to pay interest thereon from the Original Issue
Date shown above or, except as otherwise specified below, from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for, on each Interest Payment Date shown above, commencing with the
Interest Payment Date immediately following the Original Issue Date, at the rate
per annum determined in accordance with the provisions below relating to the
applicable Interest Rate Basis specified above, until the principal hereof is
paid or made available for payment; provided, however, that if the Original
Issue Date is after a Regular Record Date and on or before the immediately
following Interest Payment Date, interest payments will commence on the Interest
Payment Date following the next succeeding Regular Record Date. 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 for such interest, which, unless otherwise specified under
"Other Terms" above, shall be the fifteenth calendar day (whether or not a
Business Day) next preceding such Interest Payment Date; provided, however, that
interest payable on the Maturity Date of this Note or any applicable Redemption
Date shall be payable to the Person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder hereof on such Regular Record Date and may be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date. In the event that any Interest Payment Date or the Maturity Date
is not a Business Day, the interest and, with respect to the Maturity Date,
principal otherwise payable on such date will be paid on the next succeeding
Business Day with the same force and effect as if made on such Interest Payment
Date or Maturity Date, except that, in the case of a LIBOR Note, if such
Business Day is in the next succeeding calendar month, such Interest Payment
Date or Maturity Date shall be the immediately preceding Business Day. Payment
of the principal of (and premium, if any) and interest on this Note will be made
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for
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<PAGE>
payment of public and private debts. Payment of the principal of (and premium,
if any) and interest on this Note due on the Maturity Date or any applicable
Redemption Date will be made in immediately available funds upon presentation of
this Note. If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption, in whole or in part, at the option of the
Company prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
FIRST BANK SYSTEM, INC.
Dated: By
--------------------------------
Chairman and President
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Attest
----------------------------
Secretary
This is one of the Securities of the series
designated herein and issued pursuant
to the within-mentioned indenture.
[FBS SEAL]
CITIBANK, N.A., as Trustee
By
----------------------------------
Authorized Signatory
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<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES F (SENIOR)
(GLOBAL FLOATING RATE NOTE)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture dated as of October 1, 1991 (herein called the "Indenture"),
between the Company and Citibank, N.A. as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all Indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and the
terms upon which the Notes are, and are to be, authenticated and delivered.
This Note is one of the series designated herein. By the terms of the
Indenture, additional Notes of this series and of other separate series, which
may vary as to date, amount, Stated Maturity, interest rate or method of
the interest rate and in other respects as therein provided, may be
issued in an unlimited principal amount.
REDEMPTION
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption prior to the Maturity Date upon not less than
30 nor more than 60 days' notice by mail to the Person in whose name this Note
is registered at such address as shall appear in the registry books of the
Company, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company, at the
applicable Redemption Price so specified, together with accrued interest to the
Redemption Date, provided, however, that installments of interest whose Stated
Maturity is on or prior to such Redemption Date will be payable in the case of
any such redemption to the Holder of this Note (or one or more predecessor
Notes) at the close of business on the relevant Record Dates referred to above,
all as provided in the Indenture. In the event of redemption of this Note in
part only, a new Note of this series and of like tenor of an authorized
denomination for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof. Unless otherwise specified above,
under "Redemption Terms", this Note is not subject to any sinking fund.
INTEREST PROVISIONS
Commencing with the Interest Reset Date specified above, first following
the Original Issue Date specified above, the rate at which this Note bears
interest will be
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<PAGE>
reset daily, weekly, monthly, quarterly, semi-annually or annually (the date on
which each such reset occurs, an "Interest Reset Date"). Unless otherwise
specified above under "Other Terms", the Interest Reset Date will be as follows:
in the case of Notes which are reset daily, each Business Day; in the case of
Notes (other than Treasury Rate Notes) which are reset weekly, Wednesday of each
week; in the case of Treasury Rate Notes which are reset weekly, Tuesday of each
week (except if the auction date falls on a Tuesday, then the next Business Day,
as provided below); in the case of Notes (other than Eleventh District Cost of
Funds Rate Notes) which are reset monthly, the third Wednesday of each month; in
the case of Eleventh District Cost of Funds Rate Notes (all of which reset
monthly), the first Business Day of each month; in the case of Notes which are
reset quarterly, the third Wednesday of March, June, September and December of
each year; in the case of Notes which are reset semi-annually, the third
Wednesday of the two months of each year as indicated above, by the Interest
Reset Dates; and in the case of Notes which are reset annually, the third
Wednesday of the month of each year as indicated above, by the Interest Reset
Dates. Unless otherwise specified above, the interest rate determined with
respect to any Interest Determination Date (as defined below) will become
effective on and as of the next succeeding Interest Reset Date; provided,
however, that (i) the interest rate in effect from the date of issue to the
first Interest Reset Date with respect to this Note (the "Initial Interest
Rate") will be as set forth above and (ii) the interest rate in effect for the
10 days immediately prior to maturity will be that in effect on the tenth day
preceding such maturity. If any Interest Reset Date for any Note would otherwise
be a day that is not Business Day, such 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. Subject to
applicable provisions of law and except as specified herein, on each Interest
Reset Date the rate of interest on this Note shall be the rate determined in
accordance with the provisions of the applicable heading below.
DETERMINATION OF COMMERCIAL PAPER RATE
If the Interest Rate Basis specified above with respect to any Interest
Period (as defined below) is the Commercial Paper Rate, this Note is a
"Commercial Paper Rate Note" with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to
such Interest Period shall be the Commercial Paper Rate plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable Commercial Paper Interest Determination
Date (as defined below).
Unless otherwise specified above under "Other Terms", "Commercial Paper
Rate" means, with respect to any Commercial Paper Interest Determination Date,
the Money Market Yield (calculated as described below) of the rate on that date
for commercial paper having the Index Maturity specified above as such rate is
released
-5-
<PAGE>
by the Board of Governors of the Federal Reserve System as reported on page 120
(or other applicable page) of Telerate Data Service, under the heading "Dealer
Commercial Paper". If by 3:00 p.m., New York City time, on the Calculation Date
(as defined below) pertaining to such Commercial Paper Interest Determination
Date such rate is not so reported on Telerate Data Service, then the Commercial
Paper Rate shall be the Money Market Yield of the rate on that Commercial Paper
Interest Determination Date for commercial paper having such 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 3:00 p.m.
New York City time, on such Calculation Date such rate is not so published in
Composite Quotations, the Commercial Paper Rate for that Commercial Paper
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates of
three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent as of 11:00 a.m., New York City time, on that Commercial
Paper Interest Determination Date, for commercial paper having such 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 fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as specified in this sentence, the Commercial
Paper Rate with respect to such Commercial Paper; Interest Determination Date
will remain 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:
D x 360
Money Market Yield = ------------------ x 100
360 - (D x M)
where "D" refers to the per annum rate for the 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.
DETERMINATION OF FEDERAL FUNDS RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the Federal Funds Rate, this Note is a "Federal Funds Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Federal Funds Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified above, as determined on the applicable Federal
Funds Interest Determination Date (as defined below).
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<PAGE>
Unless otherwise specified above under "Other Terms", "Federal Funds Rate"
means, with respect to any Federal Funds Interest Determination Date (as defined
below), the rate on that day for Federal Funds as released by the Board of
Governors of the Federal Reserve System as reported on page 120 (or other
applicable page) of Telerate Data Service under the heading "Fed Funds
Effective" or, if not so reported on Telerate Data Service by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Federal Funds
Interest Determination Date, then the Federal Funds Rate will be the rate on
such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If such rate is not
so published 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 arranged by three leading dealers of
Federal Funds transactions in the City of New York selected by the Calculation
Agent as of 11:00 a.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if fewer than three dealers selected
as aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Federal Funds Rate will remain the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date.
DETERMINATION OF LIBOR
If the Interest Rate Basis specified above with respect to any Interest
Period is LIBOR, this Note is a "LIBOR Note" with respect to such Interest
Period and the interest rate with respect to this Note for any Interest Reset
Date relating to such Interest Period shall be LIBOR plus or minus the Spread,
if any, or multiplied by the Spread Multiplier, if any, as specified above, as
determined on the applicable LIBOR Interest Determination Date (as defined
below).
Unless otherwise specified above under "Other Terms", "LIBOR" will be
determined by the Calculation Agent in accordance with the following provisions:
(i) With respect to a LIBOR Interest Determination Date (as defined
below), LIBOR will be determined on the basis of the offered rates for deposits
in U.S. dollars having the Index Maturity specified above, commencing on the
second Business Day immediately following that LIBOR Interest Determination
Date, that appears as of 11:00 a.m. London time on such LIBOR Interest
Determination Date on the display screen designated "Page 3750" by Telerate
Data Service, or such other page as may replace such page on that service or
such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits. If no rate appears on Telerate Page 3750, then LIBOR in
respect of that LIBOR Interest Determination Date will be determined as
specified in (ii) below.
-7-
<PAGE>
(ii) With respect to a LIBOR Interest Determination Date on which no rate
appears on Telerate Page 3750 as specified in (i) above, LIBOR will be
determined on the basis of the rates at which deposits in U.S. dollars are
offered by four major banks in the London interbank market selected by the
Calculation Agent (the "Reference Banks") at approximately 11:00 a.m., London
time, on that LIBOR Interest Determination Date to prime banks in the London
interbank market having the Index Maturity specified above commencing on the
second Business Day immediately following that LIBOR Interest Determination Date
and in a principal amount, not less than U.S. $1,000,000, that, in the judgment
of the Calculation Agent, is representative for a single transaction in such
market at such time. The Calculation Agent will request the principal London
office of each of such Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted by three
major banks in The City of New York selected by the Calculation Agent at
approximately 11:00 a.m., New York City time, on that LIBOR Interest Determinate
Date for loans in U.S. dollars to leading European banks, having the Index
Maturity specified above, commencing on the second Business Day immediately
following that LIBOR Interest Determination Date and in a principal amount, not
less than U.S. $1,000,000, that, in the judgment of the Calculation Agent, is
representative for a single transaction in such market at such time; provided,
however, that if fewer than three banks in The City of New York selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
LIBOR with respect to such LIBOR Interest Determination Date will remain LIBOR
in effect on such LIBOR Interest Determination Date.
DETERMINATION OF PRIME RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the Prime Rate, this Note is a "Prime Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the Prime Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above, as determined on the applicable Prime Interest Determination
Date (as defined below).
Unless otherwise specified above under "Other Terms", "Prime Rate" means,
with respect to any Prime Interest Determination Date, the arithmetic mean of
the prime rates or base rates for commercial loans quoted on the basis of the
actual number of days in the year divided by a 360-day year as of the close of
business on such Prime Interest Determination Date by three major money center
banks in The City of New York selected by the Calculation Agent (after
consultation with the Company). If fewer than three quotations are provided, the
Prime Rate shall be
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<PAGE>
calculated by the Calculation Agent and shall be determined as the arithmetic
mean on the basis of the prime rates or base rates for commercial loans quoted
in The City of New York on such date by three substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, having total equity capital of at least $500,000,000 and
being subject to supervision or examination by a federal or state authority,
selected by the Calculation Agent (after consultation with the Company);
provided, however, that if fewer than three banks or trust companies selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Prime Rate will remain the Prime Rate in effect on such Prime Interest
Determination Date.
DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the Eleventh District Cost of Funds Rate, this Note is an "Eleventh
District Cost of Funds Rate Note" with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to
such Interest Period shall be the Eleventh District Cost of Funds Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any, or
Alternate Rate Event Spread or Alternate Rate Event Spread Multiplier, if
applicable, as specified above, as determined on the applicable Eleventh
District Cost of Funds Interest Determination Date (as defined below).
Unless otherwise specified above under "Other Terms", "Eleventh District
Cost of Funds Rate" means, with respect to any Eleventh District Cost of Funds
Interest Determination Date, the monthly Eleventh District Cost of Funds Index
(the "Index") published during the month immediately preceding the Interest
Reset Date to which the Eleventh District Cost of Funds Interest Determination
Date applies.
The Index is published by the Federal Home Loan Bank for the Eleventh
District (the "District Bank") on the last day on which the District Bank is
open for business in each month and represents the monthly weighted average cost
of funds for savings institutions in the Eleventh District for the month
preceding the month in which the Index is published. Currently, the Index is
computed by the District Bank for each month by dividing the cost of funds
(interest paid during the month by Eleventh District savings institutions on
savings, advances and other borrowings) by the average of the total amount of
those funds outstanding at the end of that month and the prior month and
annualizing and adjusting the result to reflect the actual number of days in the
particular month. If necessary, before these calculations are made, the
component figures are adjusted by the District Bank to neutralize the effect of
events such as member institutions leaving the Eleventh District or acquiring
institutions outside the Eleventh District. Receipt by mail of Information
Bulletins announcing Index changes may be arranged by contacting the District
Bank.
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<PAGE>
If the District Bank shall fail in any month to publish the Index (each
such failure being referred to herein as an "Alternate Rate Event"), then the
Cost of Funds Rate for the first Eleventh District Cost of Funds Interest
Determination Date after the Alternate Rate Event shall be calculated on the
basis of the Index most recently published prior to such Eleventh District Cost
of Funds Interest Determination Date. If an Alternate Rate Event occurs in the
month immediately following a month in which a prior Alternate Rate Event
occurred, then the Eleventh District Cost of Funds Rate for the Eleventh
District Cost of Funds Interest Determination Date immediately following the
second Alternate Rate Event shall be calculated on the basis of the Index most
recently published prior to such Eleventh District Cost of Funds Interest
Determination Date and, thereafter, the Eleventh District Cost of Funds Rate for
each succeeding Eleventh District Cost of Funds Interest Determination Date
until the maturity of such Eleventh District Cost of Funds Rate Notes shall be
LIBOR, determined as if such Notes were LIBOR Notes, and the Spread shall be the
number of basis points specified above as the "Alternate Rate Event Spread", if
any, and the Spread Multiplier shall be the percentage specified above as the
"Alternate Rate Event Spread Multiplier," if any.
DETERMINATION OF THE CD RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the CD Rate, this Note is a "CD Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the CD Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable CD Interest Determination Date (as
defined below).
Unless otherwise specified above under "Other Terms", "CD Rate" means, with
respect to any CD Interest Determination Date, the rate on such date for
negotiable certificates of deposit having the Index Maturity specified above as
such rate is released by the Board of Governors of the Federal Reserve System as
reported on page 120 (or other applicable page) of Telerate Data Service under
the heading "Certs of Deposit". If by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such CD Interest Determination Date, such rate is
not so reported on Telerate Data Service, then the CD Rate shall be the rate on
such CD Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified above as published in Composite Quotations under
the heading "Certificates of Deposit". If by 3:00 p.m., New York City time, on
such Calculation Date such rate is not so published in Composite Quotations, the
CD Rate for that CD Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the secondary market
offered rates as of 3:00 p.m., New York City time, on such CD Interest
Determination Date, of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by
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<PAGE>
the Calculation Agent for negotiable certificates of deposit of major U.S. money
market banks which are then rated A-1+ by Standard & Poor's Corporation and P-1
by Moody's Investor Service with a remaining maturity closest to the Index
Maturity specified above in denominations of $5,000,000; provided, however, that
if fewer than three dealers selected as aforesaid by the Calculation Agent are
quoting as specified in this sentence, the CD Rate will remain the CD Rate in
effect on such CD Interest Determination Date.
DETERMINATION OF TREASURY RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the Treasury Rate, this Note is a "Treasury Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the Treasury Rate
plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if
any, as specified above, as determined on the applicable Treasury Interest
Determination Date (as defined below).
Unless otherwise specified above under "Other Terms", "Treasury Rate"
means, with respect to any Treasury Interest Determination Date (as defined
below), the rate for the most recent auction of direct obligations of the United
States ("Treasury bills") having the Index Maturity specified above as such rate
is released by the Board of Governors of the Federal Reserve System as reported
on page 56 or 57 (or other applicable page) of Telerate Data Service under the
heading "Avge Invest Yield" or, if not so reported on Telerate Data Service by
3:00 p.m., New York City time, on the Calculation Date pertaining to such
Treasury Interest Determination Date, such rate as published in "Statistical
Release H.15(519), Selected Interest Rates", or any successor publication of the
Board of Governors of the Federal Reserve System ("H.15(519)") under the heading
"U.S. Government Securities--Treasury Bills--auction average (investment)" or,
if not so published in H.15(519) by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Treasury Interest Determination Date, then
the auction average rate (expressed as a bond equivalent 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 Stated Department of the Treasury. In the event that the
results of the auction of Treasury bills having an Index Maturity specified
above are not otherwise reported as provided above by 3:00 p.m., New York City
time, on such Calculation Date or 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, 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 3:30 p.m., New York City time, on
such Treasury 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 Index Maturity
specified
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<PAGE>
above; provided, however, that if fewer than three dealers selected as aforesaid
by the Calculation Agent are quoting as specified in this sentence, the Treasury
Rate with respect to such Treasury Interest Determination Date will remain the
Treasury Rate in effect on such Treasury Interest Determination Date.
DETERMINATION OF J.J. KENNY RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the J.J. Kenny Rate, this Note is a "J.J. Kenny Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the J.J.
Kenny Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified above, as determined on the applicable J.J.
Kenny Interest Determination Date (as defined below).
Unless otherwise specified above under "Other Terms", "J. J. Kenny Rate"
means, with respect to any J. J. Kenny Interest Determination Date (as defined
below), the rate in the high grade weekly index (the "Weekly Index") on such
date made available by Kenny Information Systems ("Kenny") to the Calculation
Agent. The Weekly Index shall be based upon 30-day yield evaluations at par of
bonds, the interest of which is exempt from Federal income taxation under the
Internal Revenue Code of 1986, as amended, of not less than five high grade
component issuers selected by Kenny which shall include, without limitation,
issuers of general obligation bonds. The specific issuers included among the
component issuers may be changed from time to time by Kenny in its discretion.
The bonds on which the Weekly Index is based shall not include any bonds on
which the interest is subject to a minimum tax or similar tax under the Internal
Revenue Code of 1986, as amended, unless all tax-exempt bonds are subject to
such tax. In the event Kenny ceases to make available such Weekly Index, a
successor indexing agent will be selected by the Calculation Agent, such index
to reflect the prevailing rate for bonds rated in the highest short-term rating
category by Moody's Investors Service, Inc. and Standard & Poor's Corporation in
respect of issuers most closely resembling the high grade component issuers
selected by Kenny for its Weekly Index, the interest on which is (A) variable on
a weekly basis, (B) exempt from Federal income taxation under the Internal
Revenue Code of 1986, as amended, and (C) not subject to a minimum tax or
similar tax under the Internal Revenue of Code of 1986, as amended, unless all
tax-exempt bonds are subject to such tax. If such successor indexing agent is
not available, the rate for the J. J. Kenny Interest Determination Date shall be
67% of the rate determined if the Treasury Rate option had been originally
selected.
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<PAGE>
DETERMINATION OF CMT RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the CMT Rate, this Note is a "CMT Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the CMT Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable CMT Interest Determination Date (as
defined below).
Unless otherwise specified above under "Other Terms", "CMT Rate" means,
with respect to any CMT Interest Determination Date (as defined below), the rate
on such date for the applicable Index Maturity as such rate is released by the
Board of Governors of the Federal Reserve System as reported on Telerate Page
7055 (or other applicable page) of Telerate Date Service under the heading
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 p.m. EDT," for the applicable CMT Interest
Determination Date (or such other page as may replace that page on such service
for the purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent). If by 3:00 p.m., New York City Time, on
the Calculation Date (as defined below) pertaining to such CMT Interest
Determinate Date, such rate is not so published, then the CMT Rate for such CMT
Interest Determination Date shall be the bond equivalent yield to maturity of
the arithmetic mean (as calculated by the Calculation Agent) of the secondary
market bid rates, as of 3:00 p.m., New York City time, on the applicable CMT
Interest Determination Date, reported, according to their written records, by
three leading primary United States government securities dealers in The City of
New York (each, a "Reference Dealer") selected by the Calculation Agent, for the
most recently issued direct noncallable fixed rate Treasury Bills with an
original maturity approximately equal to the applicable Index Maturity;
provided, however, that if the Calculation Agent is not able to obtain such
quotations from at least three such Reference Dealers, the CMT Rate will remain
the CMT Rate then in effect on such CMT Interest Determination Date.
GENERAL
Notwithstanding the determination of the interest rate as provided above,
the interest rate on this Note for any Interest Period shall not be greater than
the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified above. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law as the same may be modified by
United States law of general application. Under present New York law, the
maximum rate of interest is 25% per annum on a simple interest basis. This limit
may not apply to Notes in which $2,500,000 or more has been invested.
-13-
<PAGE>
On or before the Calculation Date (as defined below), Citibank, N.A., as
Calculation Agent (the "Calculation Agent"), will determine the interest rate in
accordance with the foregoing with respect to the applicable Interest Rate Basis
and will notify the Paying Agent. The Paying Agent will determine the Accrued
Interest Factor (as defined below) applicable to this Note. The Paying Agent
will, upon the request of the Holder of this Note, provide the interest rate
then in effect and the interest rate which will become effective as a result of
a determination made with respect to the most recent Interest Determination Date
with respect to this Note. The determinations of interest rates made by the
Calculation Agent shall be conclusive and binding, and neither the Trustee nor
the Paying Agent shall have the duty to verify determinations of interest rates
made by the Calculation Agent. The determinations of Accrued Interest Factors
made by the Paying Agent shall be conclusive and binding. Unless otherwise
specified above under "Other Terms", the "Calculation Date", if applicable,
pertaining to any Interest Determination Date on a Note having monthly,
quarterly, semi-annual or annual Interest Reset Dates will be the tenth calendar
day after such Interest Determination Date, or, if any such day is not a
Business Day, the next succeeding Business Day, and the "Calculation Date", if
applicable, pertaining to any Interest Determination Date on a Note having daily
or weekly Interest Reset Dates will be the second Business Day after such
Interest Determination Date.
As used herein, "Interest Determination Date" means the date as of which
the interest rate for this Note is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation Date.
Unless otherwise specified above under "Other Terms", the Interest Determination
Date pertaining to an Interest Reset Date for a Commercial Paper Rate Note,
Federal Funds Rate Note, LIBOR Note, Prime Rate Note, a CD Rate Note, a J.J.
Kenny Rate Note or a CMT Rate Note (the "Commercial Paper Interest Determination
Date", the "Federal Funds Interest Determination Date", the "LIBOR Interest
Determination Date", the "Prime Interest Determination Date" the "CD Interest
Determination Date", the "J.J. Kenny Interest Determination Date" and the "CMT
Interest Determination Date", respectively) will be the second Business Day
prior to the Interest Reset Date. Unless otherwise specified above under "Other
Terms", the Interest Determination Date pertaining to an Interest Reset Date for
an Eleventh District Cost of Funds Rate Note (the "Eleventh District Cost of
Funds Interest Determination Date") will be the last day of the month of the
District Bank preceding the Interest Reset Date on which the District Bank is
open for business and publishes the Index. Unless otherwise specified above
under "Other Terms", the Interest Determination Date pertaining to an Interest
Reset Date for a Treasury Rate Note (the "Treasury Interest Determination Date")
will be the day of the week on which Treasury bills would normally be auctioned
in the week in which such Interest Reset Date falls. 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 the result of a legal
-14-
<PAGE>
holiday, an auction is so held on the preceding Friday, such Friday will be the
Treasury Interest Determination Date pertaining to the Interest Reset Date
occurring 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.
Unless otherwise specified above under "Other Terms", interest payments on
this Note on an Interest Payment Date will include interest accrued from, and
including, the next preceding Interest Payment Date to which interest has been
paid or duly provided for (or from, and including, the date of issue if no
interest has been paid or duly provided for) to, but excluding, such Interest
Payment Date (each such interest accrual period being herein called an "Interest
Period"). At the Maturity Date hereof or on any applicable Redemption Date, the
interest payable shall include interest accrued to, but excluding, the Maturity
Date or such Redemption Date. Accrued interest from the date of issue or from
the last day to which interest has been paid or duly provided for to the date
for which interest is being calculated is calculated by multiplying the face
amount of this Note by the applicable accrued interest factor (the "Accrued
Interest Factor"). This Accrued Interest Factor is computed by adding together
the interest factors calculated for each day from the date of issue or from the
last date to which interest has been paid or duly provided for to the date for
which accrued interest is being calculated. The interest factor for each such
day will be computed by dividing the per annum interest rate applicable to such
day by 360 in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes,
LIBOR Notes, Prime Rate Notes, Eleventh District Cost of Funds Rate Notes, CD
Rate Notes and J.J. Kenny Rate Notes, or by the actual number of days in the
year in the case of Treasury Rate Notes and CMT Rate Notes. The interest rate in
effect on each day will be (i) if such day is an Interest Reset Date, the
interest rate with respect to the Interest Determination Date pertaining to such
Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date pertaining to the
next preceding Interest Reset Date, subject in either case to any maximum or
minimum interest rate limitation referred to above.
Unless otherwise specified above under "Other Terms", all percentages
resulting from any calculation on this Note, will be rounded, if necessary, to
the nearest one hundred-thousandth of one percentage point, with five one-
millionths of one percentage point rounded upward (e.g., 9.876545% (or
.09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544)
being rounded to 9.87654% (or .0987654)); all calculations of the interest
factor for any day on Floating Rate Notes will be rounded, if necessary, to the
nearest one hundred-millionth, with five one-billionths rounded upward (e.g.,
.098765455 being rounded to .09876546 and .098765454 being rounded to
.09876545); and all dollar amounts used in or resulting from such calculation on
this Note will be rounded to the nearest cent (with one-half cent being rounded
upward).
-15-
<PAGE>
MISCELLANEOUS PROVISIONS
If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of all the Notes may (subject to the conditions set
forth in the Indenture) be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate 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 Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this 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 obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth,
-16-
<PAGE>
Notes of this series are exchangeable for a like aggregate principal amount of
Notes of this series and of like tenor of a different authorized denomination,
as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth
above under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.
-17-
<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
UNF GIFT MIN ACT-- Custodian
--------------- ---------------
(Cust) (Minor)
under Uniform Gift to Minors Act
--------------------------------
(State)
Additional abbreviations may be used though not in the above list.
--------------------------------
-18-
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
- ------------------------------------------------------------------------Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
------------ ----------------------------
----------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
-19-
<PAGE>
EXHIBIT 4.5(c)
<TABLE>
<CAPTION>
NOTE SPECIMEN
<S> <C> <C>
REGISTERED This Note is a Global Security REGISTERED
within the meaning of the Principal Amount:
Indenture, referred to herein
No. FC-- and is registered in the name
of a Depositary or a nominee of $
a Depositary. Unless this
certificate is presented by an
authorized representative of CUSIP
The Depositary Trust Company No.
(55 Water Street, New York, New
York) to the issuer or its
agent for registration of
transfer, exchange or payment,
and any certificate issued is
registered in the name of Cede
& Co. or such other name as
requested by an authorized
representative of The
Depositary Trust Company and
any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL since the
registered owner hereof, Cede &
Co., has an interest herein.
</TABLE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES F (SENIOR)
(GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE)
ORIGINAL ISSUE DATE: MATURITY DATE:
OTHER TERMS: REDEMPTION TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.
FIRST BANK SYSTEM, INC., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
or registered assigns, the principal sum of DOLLARS
on the Maturity date shown above.
The principal of this Note shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at the
Maturity Date, and in such case the overdue principal of this Note shall bear
interest at a rate which is equivalent to the yield to maturity stated above (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the Maturity Date or the date payment is due upon
acceleration or redemption, as the case may be, to the date payment of such
principal has been made or duly provided for. Interest on any overdue principal
shall be payable upon demand. Any such interest on any overdue principal that
is not so paid on demand
<PAGE>
shall bear interest at the same rate as the interest on the overdue principal
(to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand for payment to the date payment
of such interest has been made or duly provided for, and such interest shall
also be payable on demand. In the event that the Maturity Date is not a Business
Day, principal otherwise payable on such Maturity Date will be paid on the next
succeeding Business Day with the same force and effect as if paid on such
Maturity Date. Payment of principal and any interest or premium on this Note
will be made in immediately available funds at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. If possible
Redemption Dates or periods within which Redemption Dates may occur and the
related Redemption Prices (unless otherwise specified above under "Other Terms",
expressed as percentages of the Amortized Face Amount (as defined below) of this
Note) are set forth above under "Redemption Terms", this Note is subject to
redemption, in whole or in part, at the option of the Company prior to the
Maturity Date upon not less than 30 nor more than 60 days' notice.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
-2-
<PAGE>
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture hereinafter referred to or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: FIRST BANK SYSTEM, INC.
By
------------------------------------------
Chairman and President
[FBS SEAL]
Attest
-------------------------------------------
Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant to the
within-mentioned indenture.
CITIBANK, N.A., as Trustee
By
-----------------------------------
Authorized Signature
-3-
<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES F (SENIOR)
(GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 1, 1991 (herein called the "Indenture"),
between the Company and Citibank, N.A., as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered.
This Note is one of the series designated herein. By the terms of the
Indenture, additional Notes of this series and of other separate series, which
may vary as to date, amount, Stated Maturity, interest rate or method of
calculating the interest rate and in other respects as therein provided may be
issued in an unlimited principal amount.
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (unless otherwise specified above under
"Other Terms", expressed as percentages of the Amortized Face Amount (as defined
below) of this Note) are set forth above under "Redemption Terms", this Note is
subject to redemption prior to the Maturity Date upon not less than 30 nor more
than 60 days' notice by mail to the Person in whose name this Note is registered
at such address as shall appear in the registry books of the Company, on any
Redemption Date so specified or occurring within any period so specified, as a
whole or in part, at the election of the Company. In the event of redemption of
this Note in part only, a new Note of this series and of like tenor of an
authorized denomination for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof. Unless otherwise
specified above under "Redemption Terms", this Note is not subject to any
sinking fund.
If an Event of Default with respect to Notes of this series shall occur and
be continuing, a lesser amount than the principal amount due at the Stated
Maturity of the Notes of this series may (subject to the conditions set forth in
the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Notes of this
series shall terminate.
The amount due and payable on this Note in the event that the principal
amount hereof is declared due and payable prior to the stated maturity or in the
event that this Note is redeemed shall, unless otherwise indicated above under
"Other Terms", be the
-4-
<PAGE>
Amortized Face Amount (as defined below) of this Note or, in the case of
redemption, the specified percentage of the Amortized Face Amount of this Note
on the day such payment is due and payable, as determined by the Company, plus
any accrued but unpaid "qualified stated interest" payments (as defined in the
Treasury Regulations regarding original issue discount issued by the Treasury
Department in January 1994 (the "Regulations").
The "Amortized Face Amount" of this Note shall be the amount equal to the
sum of (i) the issue price (as defined below) of this Note and (ii) that portion
of the difference between the issue price and the principal amount of this Note
that has been amortized at the Stated Yield (as defined below) of this Note
(computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of
1986, as amended, and Section 1.1275-1(b) of the Regulations, in each case as in
effect on the issue date of this Note) at the date as of which the Amortized
Face Amount is calculated, but in no event can the Amortized Face Amount exceed
the principal amount of this Note due at the stated maturity hereof. As used in
the preceding sentence, the term "issue price" means the principal amount of
this Note due at the stated maturity hereof less the Original Issue Discount of
this Note specified above. The term "Stated Yield" of this Note means the Yield
to Maturity specified above for the period from the Original Issue Date of this
Note specified above, to the stated maturity hereof based on the issue price and
principal amount payable at the stated maturity hereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate 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 Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
In determining whether the Holders of the requisite principal amount of the
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.
-5-
<PAGE>
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal (and premium, if any) of this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal (and premium, if any)
of this Note is payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series of like tenor of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth
above, under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
-6-
<PAGE>
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.
----------------------------
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 Gift to Minors Act
- ----------------------------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
---------------------------------------------
-7-
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- -------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- ------------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full
power of substitution in the premises
Dated
--------------- -------------------------------------------
-------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
-8-
<PAGE>
EXHIBIT 4.5(D)
Note Specimen
<TABLE>
<S> <C> <C>
REGISTERED This Note is a Global Security REGISTERED
within the meaning of the Principal Amount
indenture referred to herein and
No. FD-- is registered in the name of a $
Depositary or a nominee of a
Depositary. Unless this CUSIP
certificate is presented by an No.
authorized representative of The
Depository Trust Company (55
Water Street, New York, New
York) to the issuer or its agent
for registration of transfer,
exchange or payment, and any
certificate issued is registered
in the name of Cede & Co. or
such other name as requested by
an authorized representative of
The Depositary Trust Company and
any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered
owner hereof, Cede & Co., has an
interest herein.
</TABLE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES F (SENIOR)
(GLOBAL ORIGINAL ISSUE DISCOUNT FIXED RATE NOTE)
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
[ ] ORIGINAL ISSUE DISCOUNT NOTE [ ] ORIGINAL ISSUE DISCOUNT NOTE FOR
SUBJECT TO "SPECIAL PROVISIONS" FEDERAL INCOME TAX PURPOSES
BELOW ONLY
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.
FIRST BANK SYSTEM, INC., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to
or registered assigns, the principal sum of DOLLARS
on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date (subject to the "Special Provisions" below, if
applicable), and to pay interest on such principal sum from the Original Issue
Date shown above or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, on each February 1 and August
1 or such other dates, if any, as are
<PAGE>
specified under "Other Terms" above (the "Interest Payment Dates"), commencing
with the Interest Payment Date immediately following the Original Issue Date, at
the rate per annum equal to the Interest Rate shown above, until the principal
hereof is paid or made available for payment; provided, however, that if the
Original Issue Date is after a Regular Record Date and on or before the
immediately following Interest Payment Date, interest payments will commence on
the Interest Payment Date following the next succeeding Regular Record Date. The
interest so payable and punctually paid or duly provided for any Interest
Payment Date will as provided in the 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, unless
otherwise specified above under "Other Terms", be the fifteenth calendar day
(whether or not a Business Day) next preceding such Interest Payment Date;
provided, however, that interest payable on the Maturity Date of this Note or
any applicable Redemption Date shall be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder hereof on such Regular Record
Date and may be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date. In the event that any Interest Payment Date
or the Maturity Date is not a Business Day, the interest and, with respect to
the Maturity Date, principal otherwise payable on such date will be paid on the
next succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or Maturity Date. Payment of the principal of (and
premium, if any) and interest on this Note will be made at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. Payment
of the principal of (and premium, if any) and interest on this Note due on the
Maturity Date or any applicable Redemption Date will be made in immediately
available funds upon presentation of this Note. Interest on this Note shall be
computed on the basis of a 360-day year of twelve 30-day months. If possible
Redemption Dates or periods within which Redemption Dates may occur and the
related Redemption Prices (unless otherwise specified above under "Other Terms",
expressed as percentages of the principal amount of this Note if this Note is an
Original Issue Discount Note for federal income tax purposes only as shown above
and as percentages of the Amortized Face Amount (as defined below) of this Note
if this Note is an Original Issue Discount Note subject to the "Special
Provisions" below as shown above) are set forth above under "Redemption Terms",
this Note is subject to redemption, in whole or in part, at the option of the
Company prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
-2-
<PAGE>
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture hereinafter referred to or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: FIRST BANK SYSTEM, INC.
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION By ----------------------------
Chairman and President
This is one of the Securities of the series
designated herein and issued pursuant to Attest
the within-mentioned indenture.
-------------------------------
CITIBANK, N.A., as Trustee Secretary
By ---------------------------------------
Authorized Signature
[FBS SEAL]
-3-
<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES F (SENIOR)
(GLOBAL ORIGINAL ISSUE DISCOUNT FIXED RATE NOTE)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 1, 1991 (herein called the "Indenture"),
between the Company and Citibank, N.A., as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all Indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated herein. By the terms of the Indenture,
additional Notes of this series and of other separate series, which may vary as
to date, amount, Stated Maturity, interest rate or method of calculating the
interest rate and in other respects as therein provided, may be issued in an
unlimited principal amount.
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (unless otherwise specified above under
"Other Terms", expressed as percentages of the principal amount of this Note if
this Note is an Original Issue Discount Note for federal income tax purposes
only as shown above and as percentages of the Amortized Face Amount (as defined
below) of this Note if this Note is an Original Issue Discount Note subject to
the "Special Provisions" below as shown above) as set forth above under
"Redemption Terms", this Note is subject to redemption prior to the Maturity
Date upon not less than 30 nor more than 60 days' notice by mail to the Person
in whose name this Note is registered at such address as shall appear in the
registry books of the Company, on any Redemption Date so specified or occurring
within any period so specified, as a whole or in part, at the election of the
Company, at the applicable Redemption Price so specified, together in the case
of any such redemption with accrued interest to the Redemption Date, provided,
however, that installments of interest whose stated maturity is on or prior to
such Redemption Date will be payable to the Holder of this Note (or one or more
predecessor Notes) at the close of business on the relevant Record Dates,
referred to above, all as provided in the Indenture, in the event of redemption
of this Note in part only, a new Note of this series and of like tenor of an
authorized denomination for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof. Unless otherwise
specified above under "Redemption Terms", this Note is not subject to any
sinking fund.
If an Event of Default with respect to Notes of this series shall occur and
be continuing, a lesser amount than the principal amount due at the Stated
Maturity of the Notes of this series may (subject to the conditions set forth in
the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. Upon
-4-
<PAGE>
payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and
interest, if any, on the Notes of this series shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate 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 Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
In determining whether the Holders of the requisite principal amount of the
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal (and premium, if any) of and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
-5-
<PAGE>
Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth above,
under "Other Terms". Any terms so set forth shall be deemed to modify and/or
supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have the
respective meanings assigned to them in the Indenture.
SPECIAL PROVISIONS
Unless otherwise indicated above under "Other Terms", if this Note is an
Original Issue Discount Fixed Rate Note subject to these Special Provisions, as
indicated above, the amount due and payable on this Note in the event that the
principal amount hereof is declared due and payable prior to the stated maturity
hereof or in the event that this Note is redeemed shall be the Amortized Face
Amount (as defined below) of this Note or, in the case of redemption, the
specified percentage of the Amortized Face Amount of this Note on the date such
payment is due and payable as determined by the Company, plus any accrued but
unpaid "qualified stated interest" payments (as defined in the Treasury
Regulations regarding original issue discount issued by the Treasury Department
in January 1994 (the "Regulations")).
-6-
<PAGE>
The "Amortized Face Amount" of this Note shall be the amount equal to the sum
of (i) the issue price (as defined below) of this Note and (ii) that portion of
the difference between the issue price and the principal amount of this Note
that has been amortized at the Stated Yield (as defined below) of this Note
(computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of
1986, as amended, and Section 1.1275-1(b) of the Regulations, in each case as in
effect on the issue date of this Note) at the date as of which the Amortized
Face Amount is calculated, but in no event can the Amortized Face Amount exceed
the principal amount of this Note due at the stated maturity hereof. As used in
the preceding sentence, the term "issue price" means the principal amount of
this Note due at the stated maturity hereof less the Original Issue Discount of
this Note specified above. The term "Stated Yield" of this Note means the Yield
to Maturity specified above for the period from the Original Issue Date of this
Note specified above, to the stated maturity hereof based on the issue price and
principal amount payable at the stated maturity hereof.
-----------------------
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 Gift to Minors Act
-----------------------
(State)
Additional abbreviations may be used though not in the above list.
-----------------------
-7-
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
- ---------------------------------------------------------------------- Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated _______________ ___________________________________________
___________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
-8-
<PAGE>
EXHIBIT 4.5(e)
NOTE SPECIMEN
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depositary Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depositary
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.
<TABLE>
<S> <C> <C>
REGISTERED REGISTERED
FIRST BANK SYSTEM, INC. Principal Amount:
No. GA-- MEDIUM-TERM NOTE, SERIES G (SUBORDINATED) $
(GLOBAL FIXED RATE NOTE) CUSIP
No.
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
</TABLE>
FIRST BANK SYSTEM, INC., a corporation duly organized and existing under the
laws of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to
or registered assigns, the principal sum of DOLLARS
on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date, and to pay interest thereon from the Original Issue
Date shown above or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, on each February 1 and August
1 or such
<PAGE>
other dates, if any, as are specified under "Other Terms" above (the "Interest
Payment Dates"), commencing with the Interest Payment Date immediately following
the Original Issue Date, at the rate per annum equal to the Interest Rate shown
above, until the principal hereof is paid or made available for payment;
provided, however, that if the Original Issue Date is after a Regular Record
Date and on or before the immediately following Interest Payment Date interest
payments will commence on the Interest Payment Date following the next
succeeding Regular Record Date. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will as provided in the 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, unless otherwise specified under "Other Terms" above, be
the fifteenth calendar day (whether or not a Business Day) next preceding such
Interest Payment Date; provided, however, that interest payable on the Maturity
Date of this Note or any applicable Redemption Date shall be payable to the
Person to whom principal shall be payable. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder
hereof on such Regular Record Date and may be paid to the Person in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date. In the event that
any Interest Payment Date or the Maturity Date is not a Business Day, the
interest and, with respect to the Maturity Date, principal otherwise payable on
such date will be paid on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Maturity Date. Payment of
the principal of (and premium, if any) and interest on this Note will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. Payment of the principal of (and premium, if any) and
interest on this Note due on the Maturity Date or any applicable Redemption Date
will be made in immediately available funds upon presentation of this Note.
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months. If possible Redemption Dates or periods within which Redemption
Dates may occur and the related Redemption Prices (expressed as percentages of
the principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption, in whole or in part, at the option of the
Company prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee identified below, by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
-2-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
FIRST BANK SYSTEM, INC.
Dated: By
________________________________
Chairman and President
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Attest
_____________________________
Secretary
This is one of the Securities of the
series designated herein and issued
pursuant to the within-mentioned
indenture.
[FBS SEAL]
CITIBANK, N.A., as Trustee
By ______________________________________
Authorized Signatory
-3-
<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES G (SUBORDINATED)
(GLOBAL FIXED RATE NOTE)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 1, 1991, as amended by a First Supplemental
Indenture dated as of April 1, 1993 (as so amended, the "Indenture"), between
the Company and Citibank, N.A., as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee the Holders of Senior Indebtedness and the Holders
of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated herein.
By the terms of the Indenture, additional Notes of this series and of other
separate series, which may vary as to date, amount, Stated Maturity, interest
rate or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.
The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture referred to above, subordinate and subject in right of
payment to the prior payment in full of the principal of and premium, if any,
and interest on all Senior Indebtedness of the Company, as defined in the
Indenture, and each Holder of this Note, by accepting the same, agrees to and
shall be bound by the provisions of the Indenture and authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination of this Note as provided in the
Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption prior to the Maturity Date upon not less than
30 nor more than 60 days' notice by mail to the Person in whose name this Note
is registered at such address as shall appear in the registry books of the
Company, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company, at the
applicable Redemption Price so specified, together in the case of any such
redemption with accrued interest to the Redemption Date; provided, however, that
installments of interest whose stated maturity is on or prior to such Redemption
Date will be payable to the Holder of this Note (or one or more predecessor
Notes) at the close of business on the relevant Record Dates referred to above,
all as provided in the Indenture. In the event of redemption of this Note in
part only, a new Note of this
-4-
<PAGE>
series and of like tenor of an authorized denomination for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof. Unless otherwise specified above under "Redemption Terms",
this Note is not subject to any sinking fund.
If an Event of Default with respect to Notes of this series shall occur and be
continuing, the principal of all the Notes may (subject to the conditions set
forth in the Indenture) be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate 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 Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
Subject to the rights of holders of Senior Indebtedness of the Company set
forth in this Note and as provided in the Indenture referred to above, no
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
-5-
<PAGE>
Unless otherwise set forth above, under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth above
under "Other Terms". Any terms so set forth shall be deemed to modify and/or
supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
-6-
<PAGE>
--------------------------------------------
ABBREVIATIONS
The following abbreviations, when used in 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 Gift to Minors Act
--------------------------------
(State)
Additional abbreviations may be used though not in the above list.
---------------------------------------------------
-7-
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
- --------------------------------------------------------------------- Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated --------------- -------------------------------------------
--------------- -------------------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
-8-
<PAGE>
EXHIBIT 4.5(f)
NOTE SPECIMEN
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized representative
of The Depositary Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depositary Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
<TABLE>
<S> <C> <C>
REGISTERED REGISTERED
FIRST BANK SYSTEM, INC. Principal Amount:
No. GB- Medium-term Note, Series G (Subordinated) $
(Global Floating Rate Note) CUSIP
No.
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL INTEREST RATE: SPREAD:
INTEREST RATE BASIS (AND, IF SPREAD MULTIPLIER:
APPLICABLE, RELATED INTEREST PERIODS):
ALTERNATE RATE EVENT SPREAD:
[ ] COMMERCIAL PAPER RATE
[ ] FEDERAL FUNDS RATE ALTERNATE RATE EVENT
[ ] LIBOR SPREAD MULTIPLIER:
[ ] PRIME RATE
[ ] ELEVENTH DISTRICT COST REDEMPTION TERMS:
OF FUNDS RATE
[ ] CD RATE
[ ] TREASURY RATE
[ ] FIXED RATE
[ ] J.J. KENNY RATE
[ ] CMT RATE
[ ] OTHER (SEE "OTHER TERMS") OTHER TERMS:
</TABLE>
INDEX MATURITY:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST RESET DATES:
INTEREST PAYMENT DATES:
<PAGE>
FIRST BANK SYSTEM, INC., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date, and to pay interest thereon from the Original Issue
Date shown above or, except as otherwise specified below, from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for, on each Interest Payment Date shown above, commencing with the
Interest Payment Date immediately following the Original Issue Date, at the rate
per annum determined in accordance with the provisions below relating to the
applicable Interest Rate Basis specified above, until the principal hereof is
paid or made available for payment; provided, however, that if the Original
Issue Date is after a Regular Record Date and on or before the immediately
following Interest Payment Date, interest payments will commence on the Interest
Payment Date following the next succeeding Regular Record Date. 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 for such interest, which, unless otherwise specified under
"Other Terms" above, shall be the fifteenth calendar day (whether or not a
Business Day) next preceding such Interest Payment Date; provided, however, that
interest payable on the Maturity Date of this Note or any applicable Redemption
Date shall be payable to the Person to whom principal shall be payable. Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder hereof on such Regular Record Date and may be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date. In the event that any Interest Payment Date or the Maturity Date
is not a Business Day, the interest and, with respect to the Maturity Date,
principal otherwise payable on such date will be paid on the next succeeding
Business Day with the same force and effect as if made on such Interest Payment
Date or Maturity Date, except that, in the case of a LIBOR Note, if such
Business Day is in the next succeeding calendar month, such Interest Payment
Date or Maturity Date shall be the immediately preceding Business Day. Payment
of the principal of (and premium, if any) and interest on this Note will be made
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for
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payment of public and private debts. Payment of the principal of (and premium,
if any) and interest on this Note due on the Maturity Date or any applicable
Redemption Date will be made in immediately available funds upon presentation of
this Note. If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption, in whole or in part, at the option of the
Company prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
FIRST BANK SYSTEM, INC.
Dated: By
-----------------------------------
Chairman and President
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Attest
-------------------------------
This is one of the Securities Secretary
of the series designated herein
and issued pursuant to the
within-mentioned indenture.
[FBS SEAL]
CITIBANK, N.A., as Trustee
By
-----------------------------
Authorized Signatory
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<PAGE>
FIRST BANK SYSTEM, INC.
Medium-term Note, Series G (Subordinated)
(Global Floating Rate Note)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture dated as of October 1, 1991, as amended by a First Supplemental
Indenture dated as of April 1, 1993 (as so amended, the "Indenture"), between
the Company and Citibank, N.A. as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all Indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee, the Holders of Senior Indebtedness and the Holders
of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated herein.
By the terms of the Indenture, additional Notes of this series and of other
separate series, which may vary as to date, amount, Stated Maturity, interest
rate or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.
REDEMPTION
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption prior to the Maturity Date upon not less than
30 nor more than 60 days' notice by mail to the Person in whose name this Note
is registered at such address as shall appear in the registry books of the
Company, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company, at the
applicable Redemption Price so specified, together with accrued interest to the
Redemption Date, provided, however, that installments of interest whose Stated
Maturity is on or prior to such Redemption Date will be payable in the case of
any such redemption to the Holder of this Note (or one or more predecessor
Notes) at the close of business on the relevant Record Dates referred to above,
all as provided in the Indenture. In the event of redemption of this Note in
part only, a new Note of this series and of like tenor of an authorized
denomination for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof. Unless otherwise specified above,
under "Redemption Terms", this Note is not subject to any sinking fund.
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<PAGE>
INTEREST PROVISIONS
Commencing with the Interest Reset Date specified above, first following the
Original Issue Date specified above, the rate at which this Note bears interest
will be reset daily, weekly, monthly, quarterly, semi-annually or annually (the
date on which each such reset occurs, an "Interest Reset Date"). Unless
otherwise specified above under "Other Terms", the Interest Reset Date will be
as follows: in the case of Notes which are reset daily, each Business Day; in
the case of Notes (other than Treasury Rate Notes) which are reset weekly,
Wednesday of each week; in the case of Treasury Rate Notes which are reset
weekly, Tuesday of each week (except if the auction date falls on a Tuesday,
then the next Business Day, as provided below); in the case of Notes (other than
Eleventh District Cost of Funds Rate Notes) which are reset monthly, the third
Wednesday of each month; in the case of Eleventh District Cost of Funds Rate
Notes (all of which reset monthly), the first Business Day of each month; in the
case of Notes which are reset quarterly, the third Wednesday of March, June,
September and December of each year; in the case of Notes which are reset semi-
annually, the third Wednesday of the two months of each year as indicated above,
by the Interest Reset Dates; and in the case of Notes which are reset annually,
the third Wednesday of the month of each year as indicated above, by the
Interest Reset Dates. Unless otherwise specified above, the interest rate
determined with respect to any Interest Determination Date (as defined below)
will become effective on and as of the next succeeding Interest Reset Date;
provided, however, that (i) the interest rate in effect from the date of issue
to the first Interest Reset Date with respect to this Note (the "Initial
Interest Rate") will be as set forth above and (ii) the interest rate in effect
for the 10 days immediately prior to maturity will be that in effect on the
tenth day preceding such maturity. If any Interest Reset Date for any Note would
otherwise be a day that is not Business Day, such 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. Subject to
applicable provisions of law and except as specified herein, on each Interest
Reset Date the rate of interest on this Note shall be the rate determined in
accordance with the provisions of the applicable heading below.
DETERMINATION OF COMMERCIAL PAPER RATE
If the Interest Rate Basis specified above with respect to any Interest
Period (as defined below) is the Commercial Paper Rate, this Note is a
"Commercial Paper Rate Note" with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to
such Interest Period shall be the Commercial Paper Rate plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable Commercial Paper Interest Determination
Date (as defined below).
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<PAGE>
Unless otherwise specified above under "Other Terms", "Commercial Paper
Rate" means, with respect to any Commercial Paper Interest Determination Date,
the Money Market Yield (calculated as described below) of the rate on that date
for commercial paper having the Index Maturity specified above as such rate is
released by the Board of Governors of the Federal Reserve System as reported on
page 120 (or other applicable page) of Telerate Data Service, under the heading
"Dealer Commercial Paper". If by 3:00 p.m., New York City time, on the
Calculation Date (as defined below) pertaining to such Commercial Paper Interest
Determination Date such rate is not so reported on Telerate Data Service, then
the Commercial Paper Rate shall be the Money Market Yield of the rate on that
Commercial Paper Interest Determination Date for commercial paper having such
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
3:00 p.m. New York City time, on such Calculation Date such rate is not so
published in Composite Quotations, the Commercial Paper Rate for that Commercial
Paper Interest Determination Date shall be calculated by the Calculation Agent
and shall be the Money Market Yield of the arithmetic mean of the offered rates
of three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent as of 11:00 a.m., New York City time, on that Commercial
Paper Interest Determination Date, for commercial paper having such 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 fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as specified in this sentence, the Commercial
Paper Rate with respect to such Commercial Paper; Interest Determination Date
will remain 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 per annum rate for the 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.
DETERMINATION OF FEDERAL FUNDS RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the Federal Funds Rate, this Note is a "Federal Funds Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Federal Funds Rate plus or
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<PAGE>
minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above, as determined on the applicable Federal Funds Interest
Determination Date (as defined below).
Unless otherwise specified above under "Other Terms", "Federal Funds Rate"
means, with respect to any Federal Funds Interest Determination Date (as defined
below), the rate on that day for Federal Funds as released by the Board of
Governors of the Federal Reserve System as reported on page 120 (or other
applicable page) of Telerate Data Service under the heading "Fed Funds
Effective" or, if not so reported on Telerate Data Service by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Federal Funds
Interest Determination Date, then the Federal Funds Rate will be the rate on
such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If such rate is not
so published 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 arranged by three leading dealers of
Federal Funds transactions in the City of New York selected by the Calculation
Agent as of 11:00 a.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if fewer than three dealers selected
as aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Federal Funds Rate will remain the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date.
DETERMINATION OF LIBOR
If the Interest Rate Basis specified above with respect to any Interest
Period is LIBOR, this Note is a "LIBOR Note" with respect to such Interest
Period and the interest rate with respect to this Note for any Interest Reset
Date relating to such Interest Period shall be LIBOR plus or minus the Spread,
if any, or multiplied by the Spread Multiplier, if any, as specified above, as
determined on the applicable LIBOR Interest Determination Date (as defined
below).
Unless otherwise specified above under "Other Terms", "LIBOR" will be
determined by the Calculation Agent in accordance with the following provisions:
(i) With respect to a LIBOR Interest Determination Date (as defined below),
LIBOR will be determined on the basis of the offered rates for deposits in U.S.
dollars having the Index Maturity specified above, commencing on the second
Business Day immediately following that LIBOR Interest Determination Date, that
appears as of 11:00 a.m. London time on such LIBOR Interest Determination Date
on the display screen designated "Page 3750" by Telerate Data Service, or such
other page as may replace such page on that service or such other service or
services as
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<PAGE>
may be nominated by the British Bankers' Association for the purpose of
displaying London interbank offered rates for U.S. dollar deposits. If no rate
appears on Telerate Page 3750, then LIBOR in respect of that LIBOR Interest
Determination Date will be determined as specified in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which no rate
appears on Telerate Page 3750 as specified in (i) above, LIBOR will be
determined on the basis of the rates at which deposits in U.S. dollars are
offered by four major banks in the London interbank market selected by the
Calculation Agent (the "Reference Banks") at approximately 11:00 a.m., London
time, on that LIBOR Interest Determination Date to prime banks in the London
interbank market having the Index Maturity specified above commencing on the
second Business Day immediately following that LIBOR Interest Determination Date
and in a principal amount, not less than U.S. $1,000,000, that, in the judgment
of the Calculation Agent, is representative for a single transaction in such
market at such time. The Calculation Agent will request the principal London
office of each of such Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted by three
major banks in The City of New York selected by the Calculation Agent at
approximately 11:00 a.m., New York City time, on that LIBOR Interest Determinate
Date for loans in U.S. dollars to leading European banks, having the Index
Maturity specified above, commencing on the second Business Day immediately
following that LIBOR Interest Determination Date and in a principal amount, not
less than U.S. $1,000,000, that, in the judgment of the Calculation Agent, is
representative for a single transaction in such market at such time; provided,
however, that if fewer than three banks in The City of New York selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
LIBOR with respect to such LIBOR Interest Determination Date will remain LIBOR
in effect on such LIBOR Interest Determination Date.
DETERMINATION OF PRIME RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the Prime Rate, this Note is a "Prime Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the Prime Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above, as determined on the applicable Prime Interest Determination
Date (as defined below).
Unless otherwise specified above under "Other Terms", "Prime Rate" means,
with respect to any Prime Interest Determination Date, the arithmetic mean of
the prime rates or base rates for commercial loans quoted on the basis of the
actual
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number of days in the year divided by a 360-day year as of the close of business
on such Prime Interest Determination Date by three major money center banks in
The City of New York selected by the Calculation Agent (after consultation with
the Company). If fewer than three quotations are provided, the Prime Rate shall
be calculated by the Calculation Agent and shall be determined as the arithmetic
mean on the basis of the prime rates or base rates for commercial loans quoted
in The City of New York on such date by three substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, having total equity capital of at least $500,000,000 and
being subject to supervision or examination by a federal or state authority,
selected by the Calculation Agent (after consultation with the Company);
provided, however, that if fewer than three banks or trust companies selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Prime Rate will remain the Prime Rate in effect on such Prime Interest
Determination Date.
DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the Eleventh District Cost of Funds Rate, this Note is an "Eleventh
District Cost of Funds Rate Note" with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to
such Interest Period shall be the Eleventh District Cost of Funds Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any, or
Alternate Rate Event Spread or Alternate Rate Event Spread Multiplier, if
applicable, as specified above, as determined on the applicable Eleventh
District Cost of Funds Interest Determination Date (as defined below).
Unless otherwise specified above under "Other Terms", "Eleventh District
Cost of Funds Rate" means, with respect to any Eleventh District Cost of Funds
Interest Determination Date, the monthly Eleventh District Cost of Funds Index
(the "Index") published during the month immediately preceding the Interest
Reset Date to which the Eleventh District Cost of Funds Interest Determination
Date applies.
The Index is published by the Federal Home Loan Bank for the Eleventh
District (the "District Bank") on the last day on which the District Bank is
open for business in each month and represents the monthly weighted average cost
of funds for savings institutions in the Eleventh District for the month
preceding the month in which the Index is published. Currently, the Index is
computed by the District Bank for each month by dividing the cost of funds
(interest paid during the month by Eleventh District savings institutions on
savings, advances and other borrowings) by the average of the total amount of
those funds outstanding at the end of that month and the prior month and
annualizing and adjusting the result to reflect the actual number of days in the
particular month. If necessary, before these calculations are made, the
component figures are adjusted by the District Bank to
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<PAGE>
neutralize the effect of events such as member institutions leaving the Eleventh
District or acquiring institutions outside the Eleventh District. Receipt by
mail of Information Bulletins announcing Index changes may be arranged by
contacting the District Bank.
If the District Bank shall fail in any month to publish the Index (each such
failure being referred to herein as an "Alternate Rate Event"), then the Cost of
Funds Rate for the first Eleventh District Cost of Funds Interest Determination
Date after the Alternate Rate Event shall be calculated on the basis of the
Index most recently published prior to such Eleventh District Cost of Funds
Interest Determination Date. If an Alternate Rate Event occurs in the month
immediately following a month in which a prior Alternate Rate Event occurred,
then the Eleventh District Cost of Funds Rate for the Eleventh District Cost of
Funds Interest Determination Date immediately following the second Alternate
Rate Event shall be calculated on the basis of the Index most recently published
prior to such Eleventh District Cost of Funds Interest Determination Date and,
thereafter, the Eleventh District Cost of Funds Rate for each succeeding
Eleventh District Cost of Funds Interest Determination Date until the maturity
of such Eleventh District Cost of Funds Rate Notes shall be LIBOR, determined as
if such Notes were LIBOR Notes, and the Spread shall be the number of basis
points specified above as the "Alternate Rate Event Spread", if any, and the
Spread Multiplier shall be the percentage specified above as the "Alternate Rate
Event Spread Multiplier," if any.
DETERMINATION OF THE CD RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the CD Rate, this Note is a "CD Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the CD Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable CD Interest Determination Date (as
defined below).
Unless otherwise specified above under "Other Terms", "CD Rate" means, with
respect to any CD Interest Determination Date, the rate on such date for
negotiable certificates of deposit having the Index Maturity specified above as
such rate is released by the Board of Governors of the Federal Reserve System as
reported on page 120 (or other applicable page) of Telerate Data Service under
the heading "Certs of Deposit". If by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such CD Interest Determination Date, such rate is
not so reported on Telerate Data Service, then the CD Rate shall be the rate on
such CD Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified above as published in Composite Quotations under
the heading "Certificates of Deposit". If by 3:00 p.m., New York City time, on
such Calculation Date such rate is not so published in Composite Quotations, the
CD Rate for that CD
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Interest Determination Date shall be calculated by the Calculation Agent and
shall be the arithmetic mean of the secondary market offered rates as of 3:00
p.m., New York City time, on such CD Interest Determination Date, 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 U.S. money market banks which are then rated A-1+ by
Standard & Poor's Corporation and P-1 by Moody's Investor Service with a
remaining maturity closest to the Index Maturity specified above in
denominations of $5,000,000; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as specified in this
sentence, the CD Rate will remain the CD Rate in effect on such CD Interest
Determination Date.
DETERMINATION OF TREASURY RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the Treasury Rate, this Note is a "Treasury Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the Treasury Rate
plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if
any, as specified above, as determined on the applicable Treasury Interest
Determination Date (as defined below).
Unless otherwise specified above under "Other Terms", "Treasury Rate" means,
with respect to any Treasury Interest Determination Date (as defined below), the
rate for the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified above as such rate is
released by the Board of Governors of the Federal Reserve System as reported on
page 56 or 57 (or other applicable page) of Telerate Data Service under the
heading "Avge Invest Yield" or, if not so reported on Telerate Data Service by
3:00 p.m., New York City time, on the Calculation Date pertaining to such
Treasury Interest Determination Date, such rate as published in "Statistical
Release H.15(519), Selected Interest Rates", or any successor publication of the
Board of Governors of the Federal Reserve System ("H.15(519)") under the heading
"U.S. Government Securities--Treasury Bills--auction average (investment)" or,
if not so published in H.15(519) by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Treasury Interest Determination Date, then
the auction average rate (expressed as a bond equivalent 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 Stated Department of the Treasury. In the event that the
results of the auction of Treasury bills having an Index Maturity specified
above are not otherwise reported as provided above by 3:00 p.m., New York City
time, on such Calculation Date or 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, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic
mean
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of the secondary market bid rates, as of 3:30 p.m., New York City time, on such
Treasury 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 Index Maturity
specified above; provided, however, that if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Treasury Rate with respect to such Treasury Interest Determination Date will
remain the Treasury Rate in effect on such Treasury Interest Determination Date.
DETERMINATION OF J.J. KENNY RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the J.J. Kenny Rate, this Note is a "J.J. Kenny Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the J.J.
Kenny Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified above, as determined on the applicable J.J.
Kenny Interest Determination Date (as defined below).
Unless otherwise specified above under "Other Terms", "J.J. Kenny Rate"
means, with respect to any J.J. Kenny Interest Determination Date (as defined
below), the rate in the high grade weekly index (the "Weekly Index") on such
date made available by Kenny Information Systems ("Kenny") to the Calculation
Agent. The Weekly Index shall be based upon 30-day yield evaluations at par of
bonds, the interest of which is exempt from Federal income taxation under the
Internal Revenue Code of 1986, as amended, of not less than five high grade
component issuers selected by Kenny which shall include, without limitation,
issuers of general obligation bonds. The specific issuers included among the
component issuers may be changed from time to time by Kenny in its discretion.
The bonds on which the Weekly Index is based shall not include any bonds on
which the interest is subject to a minimum tax or similar tax under the Internal
Revenue Code of 1986, as amended, unless all tax-exempt bonds are subject to
such tax. In the event Kenny ceases to make available such Weekly Index, a
successor indexing agent will be selected by the Calculation Agent, such index
to reflect the prevailing rate for bonds rated in the highest short-term rating
category by Moody's Investors Service, Inc. and Standard & Poor's Corporation in
respect of issuers most closely resembling the high grade component issuers
selected by Kenny for its Weekly Index, the interest on which is (A) variable on
a weekly basis, (B) exempt from Federal income taxation under the Internal
Revenue Code of 1986, as amended, and (C) not subject to a minimum tax or
similar tax under the Internal Revenue of Code of 1986, as amended, unless all
tax-exempt bonds are subject to such tax. If such successor indexing agent is
not available, the rate for the J. J. Kenny Interest Determination Date shall be
67% of the rate determined if the Treasury Rate option had been originally
selected.
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DETERMINATION OF CMT RATE
If the Interest Rate Basis specified above with respect to any Interest
Period is the CMT Rate, this Note is a "CMT Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the CMT Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable CMT Interest Determination Date (as
defined below).
Unless otherwise specified above under "Other Terms", "CMT Rate" means,
with respect to any CMT Interest Determination Date (as defined below), the rate
on such date for the applicable Index Maturity as such rate is released by the
Board of Governors of the Federal Reserve System as reported on page 7055 (or
other applicable page) of Telerate Data Service, under the heading "Daily
Treasury Constant Maturities and Money Markets/Federal Reserve Board Release
H.15 Monday's Approx. 3:45 p.m. EDT," for the applicable CMT Interest
Determination Date (or such other page as may replace that page on such service
for the purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent). If by 3:00 p.m., New York City time, on
the Calculation Date (as defined below) pertaining to such CMT Interest
Determination Date, such rate is not so published, then the CMT Rate for such
CMT Interest Determination Date shall be the bond equivalent yield to maturity
of the arithmetic mean (as calculated by the Calculation Agent) of the secondary
market bid rates, as of 3:00 p.m., New York City time, on the applicable CMT
Interest Determination Date, reported, according to their written records, by
three leading primary United States government securities dealers in The City of
New York (each, a "Reference Dealer") selected by the Calculation Agent, for the
most recently issued direct noncallable fixed rate Treasury Bills with an
original maturity approximately equal to the applicable Index Maturity;
provided, however, that if the Calculation Agent is not able to obtain such
quotations from at least three such Reference Dealers, the CMT Rate will remain
the CMT Rate then in effect on such CMT Interest Determination Date.
GENERAL
Notwithstanding the determination of the interest rate as provided above,
the interest rate on this Note for any Interest Period shall not be greater than
the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified above. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law as the same may be modified by
United States law of general application. Under present New York law, the
maximum rate of interest is 25% per annum on a simple interest basis. This limit
may not apply to Notes in which $2,500,000 or more has been invested.
-13-
<PAGE>
On or before the Calculation Date (as defined below), Citibank, N.A., as
Calculation Agent (the "Calculation Agent"), will determine the interest rate in
accordance with the foregoing with respect to the applicable Interest Rate Basis
and will notify the Paying Agent. The Paying Agent will determine the Accrued
Interest Factor (as defined below) applicable to this Note. The Paying Agent
will, upon the request of the Holder of this Note, provide the interest rate
then in effect and the interest rate which will become effective as a result of
a determination made with respect to the most recent Interest Determination Date
with respect to this Note. The determinations of interest rates made by the
Calculation Agent shall be conclusive and binding, and neither the Trustee nor
the Paying Agent shall have the duty to verify determinations of interest rates
made by the Calculation Agent. The determinations of Accrued Interest Factors
made by the Paying Agent shall be conclusive and binding. Unless otherwise
specified above under "Other Terms", the "Calculation Date", if applicable,
pertaining to any Interest Determination Date on a Note having monthly,
quarterly, semi-annual or annual Interest Reset Dates will be the tenth calendar
day after such Interest Determination Date, or, if any such day is not a
Business Day, the next succeeding Business Day, and the "Calculation Date", if
applicable, pertaining to any Interest Determination Date on a Note having daily
or weekly Interest Reset Dates will be the second Business Day after such
Interest Determination Date.
As used herein, "Interest Determination Date" means the date as of which
the interest rate for this Note is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation Date.
Unless otherwise specified above under "Other Terms", the Interest Determination
Date pertaining to an Interest Reset Date for a Commercial Paper Rate Note,
Federal Funds Rate Note, LIBOR Note, Prime Rate Note, CD Rate Note, J.J. Kenny
Rate Note or CMT Rate Note (the "Commercial Paper Interest Determination Date",
the "Federal Funds Interest Determination Date", the "LIBOR Interest
Determination Date", the "Prime Interest Determination Date" the "CD Interest
Determination Date", the "J.J. Kenny Interest Determination Date", and the "CMT
Interest Determination Date", respectively) will be the second Business Day
prior to the Interest Reset Date. Unless otherwise specified above under "Other
Terms", the Interest Determination Date pertaining to an Interest Reset Date for
an Eleventh District Cost of Funds Rate Note (the "Eleventh District Cost of
Funds Interest Determination Date") will be the last day of the month of the
District Bank preceding the Interest Reset Date on which the District Bank is
open for business and publishes the Index. Unless otherwise specified above
under "Other Terms", the Interest Determination Date pertaining to an Interest
Reset Date for a Treasury Rate Note (the "Treasury Interest Determination Date")
will be the day of the week on which Treasury bills would normally be auctioned
in the week in which such Interest Reset Date falls. 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 the result of a legal
-14-
<PAGE>
holiday, an auction is so held on the preceding Friday, such Friday will be the
Treasury Interest Determination Date pertaining to the Interest Reset Date
occurring 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.
Unless otherwise specified above under "Other Terms", interest payments on
this Note on an Interest Payment Date will include interest accrued from, and
including, the next preceding Interest Payment Date to which interest has been
paid or duly provided for (or from, and including, the date of issue if no
interest has been paid or duly provided for) to, but excluding, such Interest
Payment Date (each such interest accrual period being herein called an "Interest
Period"). At the Maturity Date hereof or on any applicable Redemption Date, the
interest payable shall include interest accrued to, but excluding, the Maturity
Date or such Redemption Date. Accrued interest from the date of issue or from
the last day to which interest has been paid or duly provided for to the date
for which interest is being calculated is calculated by multiplying the face
amount of this Note by the applicable accrued interest factor (the "Accrued
Interest Factor"). This Accrued Interest Factor is computed by adding together
the interest factors calculated for each day from the date of issue or from the
last date to which interest has been paid or duly provided for to the date for
which accrued interest is being calculated. The interest factor for each such
day will be computed by dividing the per annum interest rate applicable to such
day by 360 in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes,
LIBOR Notes, Prime Rate Notes, Eleventh District Cost of Funds Rate Notes, CD
Rate Notes and J.J. Kenny Rate Notes, or by the actual number of days in the
year in the case of Treasury Rate Notes and CMT Rate Notes. The interest rate in
effect on each day will be (i) if such day is an Interest Reset Date, the
interest rate with respect to the Interest Determination Date pertaining to such
Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date pertaining to the
next preceding Interest Reset Date, subject in either case to any maximum or
minimum interest rate limitation referred to above.
Unless otherwise specified above under "Other Terms", all percentages
resulting from any calculation on this Note, will be rounded, if necessary, to
the nearest one hundred-thousandth of one percentage point, with five one-
millionths of one percentage point rounded upward (e.g., 9.876545% (or
.09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544)
being rounded to 9.87654% (or .0987654)); all calculations of the interest
factor for any day on Floating Rate Notes will be rounded, if necessary, to the
nearest one hundred-millionth, with five one-billionths rounded upward (e.g.,
.098765455 being rounded to .09876546 and .098765454 being rounded to
.09876545); and all dollar amounts used in or resulting from such calculation on
this Note will be rounded to the nearest cent (with one-half cent being rounded
upward).
-15-
<PAGE>
MISCELLANEOUS PROVISIONS
The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture referred to above, subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Company, as defined in
the Indenture, and each Holder of this Note, by accepting the same, agrees to
and shall be bound by the provisions of the Indenture and authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to acknowledge or effectuate the subordination of this Note as provided in the
Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.
If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of all the Notes may (subject to the conditions set
forth in the Indenture) be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate 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 Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this 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.
Subject to the rights of holders of Senior Indebtedness of the Company set
forth in this Note and as provided in the Indenture referred to above, no
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the
-16-
<PAGE>
Company in any place where the principal of (and premium, if any) and interest
on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of like tenor of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth
above under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.
-17-
<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
UNF GIFT MIN ACT-- Custodian
-------------- ---------------
(Cust) (Minor)
under Uniform Gift to Minors Act
--------------------------------
(State)
Additional abbreviations may be used though not in the above list.
---------------------------------------------
-18-
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
________________________________________________________________________________
(Name and address of assignee, including zip code, must be printed or
typewritten)
________________________________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
_______________________________________________________________________ Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated _______________ _________________________
_________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
-19-
<PAGE>
EXHIBIT 4.5(g)
NOTE SPECIMEN
<TABLE>
<S> <C> <C>
REGISTERED This Note is a Global Security REGISTERED
within the meaning of the Principal Amount:
Indenture, referred to herein
No. GC-- and is registered in the name
of a Depositary or a nominee of $
a Depositary. Unless this
certificate is presented by an
authorized representative of CUSIP
The Depositary Trust Company No.
(55 Water Street, New York, New
York) to the issuer or its
agent for registration of
transfer, exchange or payment,
and any certificate issued is
registered in the name of Cede
& Co. or such other name as
requested by an authorized
representative of The
Depositary Trust Company and
any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL since the
registered owner hereof, Cede &
Co., has an interest herein.
</TABLE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES G (SENIOR)
(GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE)
ORIGINAL ISSUE DATE: MATURITY DATE:
OTHER TERMS: REDEMPTION TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE AND THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE.
FIRST BANK SYSTEM, INC., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
or registered assigns, the principal sum of DOLLARS
on the Maturity date shown above.
The principal of this Note shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at the
Maturity Date, and in such case the overdue principal of this Note shall bear
interest at a rate which is equivalent to the yield to maturity stated above (to
the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the Maturity Date or the date payment is due upon
acceleration or redemption, as the case may be, to the date payment of such
principal has been made or duly provided for. Interest on any overdue principal
shall be payable upon demand. Any such interest on any overdue principal that
is not so paid on demand
<PAGE>
shall bear interest at the same rate as the interest on the overdue principal
(to the extent that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such demand for payment to the date payment
of such interest has been made or duly provided for, and such interest shall
also be payable on demand. In the event that the Maturity Date is not a Business
Day, principal otherwise payable on such Maturity Date will be paid on the next
succeeding Business Day with the same force and effect as if paid on such
Maturity Date. Payment of principal and any interest or premium on this Note
will be made in immediately available funds at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. If possible
Redemption Dates or periods within which Redemption Dates may occur and the
related Redemption Prices (unless otherwise specified above under "Other Terms",
expressed as percentages of the Amortized Face Amount (as defined below) of this
Note) are set forth above under "Redemption Terms", this Note is subject to
redemption, in whole or in part, at the option of the Company prior to the
Maturity Date upon not less than 30 nor more than 60 days' notice.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture hereinafter referred to or be
valid or obligatory for any purpose.
-2-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: FIRST BANK SYSTEM, INC.
By_______________________________
Chairman and President
[FBS SEAL]
Attest
_________________________________
Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant to the
within-mentioned Indenture.
CITIBANK, N.A., as Trustee
By______________________________________________
Authorized Signature
-3-
<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES G (SENIOR)
(GLOBAL ORIGINAL ISSUE DISCOUNT ZERO COUPON NOTE)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 1, 1991 (herein called the "Indenture"),
between the Company and Citibank, N.A., as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered.
This Note is one of the series designated herein. By the terms of the
Indenture, additional Notes of this series and of other separate series, which
may vary as to date, amount, Stated Maturity, interest rate or method of
calculating the interest rate and in other respects as therein provided may be
issued in an unlimited principal amount.
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (unless otherwise specified above under
"Other Terms", expressed as percentages of the Amortized Face Amount (as defined
below) of this Note) are set forth above under "Redemption Terms", this Note is
subject to redemption prior to the Maturity Date upon not less than 30 nor more
than 60 days' notice by mail to the Person in whose name this Note is registered
at such address as shall appear in the registry books of the Company, on any
Redemption Date so specified or occurring within any period so specified, as a
whole or in part, at the election of the Company. In the event of redemption of
this Note in part only, a new Note of this series and of like tenor of an
authorized denomination for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof. Unless otherwise
specified above under "Redemption Terms", this Note is not subject to any
sinking fund.
If an Event of Default with respect to Notes of this series shall occur and
be continuing, a lesser amount than the principal amount due at the Stated
Maturity of the Notes of this series may (subject to the conditions set forth in
the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Notes of this
series shall terminate.
The amount due and payable on this Note in the event that the principal
amount hereof is declared due and payable prior to the stated maturity or in the
event that this Note is redeemed shall, unless otherwise indicated above under
"Other Terms", be the
-4-
<PAGE>
Amortized Face Amount (as defined below) of this Note or, in the case of
redemption, the specified percentage of the Amortized Face Amount of this Note
on the day such payment is due and payable, as determined by the Company, plus
any accrued but unpaid "qualified stated interest" payments (as defined in the
Treasury Regulations regarding original issue discount issued by the Treasury
Department in January 1994 (the "Regulations")).
The "Amortized Face Amount" of this Note shall be the amount equal to the
sum of (i) the issue price (as defined below) of this Note and (ii) that portion
of the difference between the issue price and the principal amount of this Note
that has been amortized at the Stated Yield (as defined below) of this Note
(computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of
1986, as amended, and Section 1.1275-1(b) of the Regulations, in each case as in
effect on the issue date of this Note) at the date as of which the Amortized
Face Amount is calculated, but in no event can the Amortized Face Amount exceed
the principal amount of this Note due at the stated maturity hereof. As used in
the preceding sentence, the term "issue price" means the principal amount of
this Note due at the stated maturity hereof less the Original Issue Discount of
this Note specified above. The term "Stated Yield" of this Note means the Yield
to Maturity specified above for the period from the Original Issue Date of this
Note specified above, to the stated maturity hereof based on the issue price and
principal amount payable at the stated maturity hereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate 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 Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
In determining whether the Holders of the requisite principal amount of the
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.
-5-
<PAGE>
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal (and premium, if any) of this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal (and premium, if any)
of this Note is payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series of like tenor of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth
above, under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
-6-
<PAGE>
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.
---------------------------
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 Gift to Minors Act
- -------------------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
-----------------------------------------------------
-7-
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- --------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed
or typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
- ----------------------------------------------------------------------Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
------- --------------------------------------------
--------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
8
<PAGE>
EXHIBIT 4.5(h)
NOTE SPECIMEN
<TABLE>
<S> <C> <C>
REGISTERED This Note is a Global Security REGISTERED
within the meaning of the Principal Amount
indenture referred to herein and
No. GD-- is registered in the name of a $
Depositary or a nominee of a
Depositary. Unless this CUSIP
certificate is presented by an No.
authorized representative of The
Depository Trust Company (55
Water Street, New York, New
York) to the issuer or its agent
for registration of transfer,
exchange or payment, and any
certificate issued is registered
in the name of Cede & Co. or
such other name as requested by
an authorized representative of
The Depositary Trust Company and
any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered
owner hereof, Cede & Co., has an
interest herein.
</TABLE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES G (SUBORDINATED)
(GLOBAL ORIGINAL ISSUE DISCOUNT FIXED RATE NOTE)
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
[ ] ORIGINAL ISSUE DISCOUNT NOTE [ ] ORIGINAL ISSUE DISCOUNT NOTE FOR
SUBJECT TO "SPECIAL PROVISIONS" FEDERAL INCOME TAX PURPOSES
BELOW ONLY
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.
FIRST BANK SYSTEM, INC., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to
or registered assigns, the principal sum of DOLLARS
on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date (subject to the "Special Provisions" below, if
applicable), and to pay interest on such principal sum from the Original Issue
Date shown above or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, on each February 1 and August
1 or such other dates, if any, as are specified under "Other Terms" above (the
"Interest Payment Dates"), commencing with
<PAGE>
the Interest Payment Date immediately following the Original Issue Date, at the
rate per annum equal to the Interest Rate shown above, until the principal
hereof is paid or made available for payment; provided, however, that if the
Original Issue Date is after a Regular Record Date and on or before the
immediately following Interest Payment Date, interest payments will commence on
the Interest Payment Date following the next succeeding Regular Record Date. The
interest so payable and punctually paid or duly provided for any Interest
Payment Date will as provided in the 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, unless
otherwise specified above under "Other Terms", be the fifteenth calendar day
(whether or not a Business Day) next preceding such Interest Payment Date;
provided, however, that interest payable on the Maturity Date of this Note or
any applicable Redemption Date shall be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder hereof on such Regular Record
Date and may be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date. In the event that any Interest Payment Date
or the Maturity Date is not a Business Day, the interest and, with respect to
the Maturity Date, principal otherwise payable on such date will be paid on the
next succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or Maturity Date. Payment of the principal of (and
premium, if any) and interest on this Note will be made at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. Payment
of the principal of (and premium, if any) and interest on this Note due on the
Maturity Date or any applicable Redemption Date will be made in immediately
available funds upon presentation of this Note. Interest on this Note shall be
computed on the basis of a 360-day year of twelve 30-day months. If possible
Redemption Dates or periods within which Redemption Dates may occur and the
related Redemption Prices (unless otherwise specified above under "Other Terms",
expressed as percentages of the principal amount of this Note if this Note is an
Original Issue Discount Note for federal income tax purposes only as shown above
and as percentages of the Amortized Face Amount (as defined below) of this Note
if this Note is an Original Issue Discount Note subject to the "Special
Provisions" below as shown above) are set forth above under "Redemption Terms",
this Note is subject to redemption, in whole or in part, at the option of the
Company prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
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<PAGE>
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture hereinafter referred to or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: FIRST BANK SYSTEM, INC.
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION By
----------------------------------------
Chairman and President
This is one of the Securities
of the series designated herein
and issued pursuant to the
within-mentioned indenture.
Attest
--------------------------------------------
CITIBANK, N.A., as Trustee Secretary
By _____________________________
Authorized Signature
[FBS SEAL]
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<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES G (SUBORDINATED)
(GLOBAL ORIGINAL ISSUE DISCOUNT FIXED RATE NOTE)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture, dated as of October 1, 1991, as amended by a First Supplemental
Indenture dated as of April 1, 1993 (as so amended, the "Indenture"), between
the Company and Citibank, N.A., as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all Indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee, the Holders of Senior Indebtedness and the Holders
of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated herein.
By the terms of the Indenture, additional Notes of this series and of other
separate series, which may vary as to date, amount, Stated Maturity, interest
rate or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.
The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture referred to above, subordinate and subject in right of
payment to the prior payment in full of the principal of and premium, if any,
and interest on all Senior Indebtedness of the Company, as defined in the
Indenture, and each Holder of this Note, by accepting the same, agrees to and
shall be bound by the provisions of the Indenture and authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination of this Note as provided in the
Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (unless otherwise specified above under
"Other Terms", expressed as percentages of the principal amount of this Note if
this Note is an Original Issue Discount Note for federal income tax purposes
only as shown above and as percentages of the Amortized Face Amount (as defined
below) of this Note if this Note is an Original Issue Discount Note subject to
the "Special Provisions" below as shown above) as set forth above under
"Redemption Terms", this Note is subject to redemption prior to the Maturity
Date upon not less than 30 nor more than 60 days' notice by mail to the Person
in whose name this Note is registered at such address as shall appear in the
registry books of the Company, on any Redemption Date so specified or occurring
within any period so specified, as a whole or in part, at the election of the
Company, at the applicable Redemption Price so specified, together in the case
of any such redemption with accrued interest to the Redemption Date, provided,
however, that installments of interest whose stated maturity is on or prior to
such Redemption Date will be payable to the Holder of this Note (or one or more
predecessor Notes) at the close
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<PAGE>
of business on the relevant Record Dates, referred to above, all as provided in
the Indenture, in the event of redemption of this Note in part only, a new Note
of this series and of like tenor of an authorized denomination for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof. Unless otherwise specified above under "Redemption
Terms", this Note is not subject to any sinking fund.
If an Event of Default with respect to Notes of this series shall occur and
be continuing, a lesser amount than the principal amount due at the Stated
Maturity of the Notes of this series may (subject to the conditions set forth in
the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Notes of this
series shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate 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 Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
In determining whether the Holders of the requisite principal amount of the
Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.
Subject to the rights of holders of Senior Indebtedness of the Company set
forth in this Note and as provided in the Indenture referred to above, no
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the
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<PAGE>
obligation of the Company, which is absolute and unconditional, to pay the
principal (and premium, if any) of and interest on this Note at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note may have such additional or different terms as are set forth
above, under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.
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<PAGE>
SPECIAL PROVISIONS
Unless otherwise indicated above under "Other Terms", if this Note is an
Original Issue Discount Fixed Rate Note subject to these Special Provisions, as
indicated above, the amount due and payable on this Note in the event that the
principal amount hereof is declared due and payable prior to the stated maturity
hereof or in the event that this Note is redeemed shall be the Amortized Face
Amount (as defined below) of this Note or, in the case of redemption, the
specified percentage of the Amortized Face Amount of this Note on the date such
payment is due and payable as determined by the Company, plus any accrued but
unpaid "qualified stated interest" payments (as defined in the Treasury
Regulations regarding original issue discount issued by the Treasury Department
in January 1994 (the "Regulations")).
The "Amortized Face Amount" of this Note shall be the amount equal to the
sum of (i) the issue price (as defined below) of this Note and (ii) that portion
of the difference between the issue price and the principal amount of this Note
that has been amortized at the Stated Yield (as defined below) of this Note
(computed in accordance with Section 1272(a)(4) of the Internal Revenue Code of
1986, as amended, and Section 1.1275-1(b) of the Regulations, in each case as in
effect on the issue date of this Note) at the date as of which the Amortized
Face Amount is calculated, but in no event can the Amortized Face Amount exceed
the principal amount of this Note due at the stated maturity hereof. As used in
the preceding sentence, the term "issue price" means the principal amount of
this Note due at the stated maturity hereof less the Original Issue Discount of
this Note specified above. The term "Stated Yield" of this Note means the Yield
to Maturity specified above for the period from the Original Issue Date of this
Note specified above, to the stated maturity hereof based on the issue price and
principal amount payable at the stated maturity hereof.
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<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 Gift to Minors Act
------------------------------------
(State)
Additional abbreviations may 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
- --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- -----------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- -------------------------------------------
-------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
-8-
