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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2054
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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): July 6, 1995
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 Morgan Stanley & Co. Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, Goldman, Sachs & Co., Lehman Brothers, Merrill
Lynch & Co., J.P. Morgan Securities Inc., Dain Bosworth Incorporated and Piper
Jaffray Inc. for the public offering of up to $750,000,000 aggregate principal
amount of its Medium-Term Notes, Series H (Senior) (the "Series H 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 July 6, 1995, pursuant to
Sections 201, 301 and 303 of the Senior Note Indenture and/or its Medium-Term
Notes, Series I (the "Series I Notes" and, together with the Series H 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 July 6, 1995, 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-
58521.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
1.1 Form of Distribution Agreement between the Company and each of Morgan
Stanley & Co. Incorporated, Donaldson, Lufkin & Jenrette Securities
Corporation, Goldman, Sachs & Co., Lehman Brothers, Merrill Lynch &
Co., J.P. Morgan Securities Inc., Dain Bosworth 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.
33-58521)).
4.3 Officers' Certificate and Company Order dated July 6, 1995, pursuant
to Sections 201, 301 and 303 of the Senior Note Indenture (excluding
exhibits thereto).
4.4 Officers' Certificate and Company Order dated July 6, 1995, 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 H Fixed Rate Note;
(b) Series H Floating Rate Note;
(c) Series H Original Issue Discount Zero Coupon Note;
(d) Series H Original Issue Discount Fixed Rate Note
(e) Series I Fixed Rate Note;
(f) Series I Floating Rate Note;
(g) Series I Original Issue Discount Zero Coupon Note; and
(h) Series I 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: July 6, 1995
FIRST BANK SYSTEM, INC.
By /s/ David J. Parrin
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David J. Parrin
Senior Vice President & Controller
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EXHIBIT 4.3
FIRST BANK SYSTEM, INC.
Medium-Term Notes, Series H (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, February 15, 1995, and a Committee Authorization dated April 10,
1995, 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 H (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 $750,000,000 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 $750,000,000 limit shall be increased to up to
$1,325,000,000.
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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. Unless otherwise
authorized by or pursuant to a resolution of a Board of Directors of the
Company, no Series I 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, 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, if such Business Day is in the next succeeding calendar
month, such Maturity Date shall be the immediately preceding Business Day.
"Business Day" means (a) unless otherwise specified in the applicable
Authentication Certificate or CTM transmission with respect to any Note, any day
that is not a Saturday or Sunday and that in the City of New York is not a day
on which banking institutions generally are authorized or obligated by law or
executive order to close, in addition, with respect to LIBOR Notes is a day in
which dealings in U.S. dollars are transacted in the London interbank market.
(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 and/or 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
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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" 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) one or more other interest rate
formulas.
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 applicable Spread, if any, or multiplied
by the applicable Spread Multiplier, 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.
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 and/or Spread
Multiplier, 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 or any applicable
Redemption Date on a Fixed Rate Note is not a Business Day, such Interest
Payment Date or Redemption Date shall be postponed to the next day that is a
Business Day.
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. In the
event that any Interest Payment Date or any applicable Redemption Date for any
Floating Rate Note is not a Business Day, such Interest Payment Date or
Redemption 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 Payment Date or Redemption Date shall
be the immediately preceding Business Day.
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 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 the interest rate in
effect from the date of issue
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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. 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. The Interest
Determination Date pertaining to a Floating Rate Note the interest rate of which
is determined by reference to two or more Interest Rate Bases will be the latest
Business Day which is at least two Business Days prior to such Interest Reset
Date for such Floating Rate Note on which each Interest Rate Basis is
determinable.
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
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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. Unless otherwise specified in the applicable
Authentication Certificate or CTM transmission, 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 will be the earlier of (i) 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 (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.
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
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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 Accrued 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. 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 the
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 the 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"(or any successor publication published by the Federal
Reserve Bank of New York) ("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 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.
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"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. 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 the Telerate Data Service,
under the heading "Fed Funds Effective" or, if not so reported on the 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 3:00 p.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. 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:
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(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 page 3750 (or other applicable page) of the Telerate
Data 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 is reported by the
Telerate Data Service 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 is reported by the Telerate Data Service 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 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.
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Prime Rate. 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. 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, 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 weighted average cost of funds for the calendar month immediately
preceding the month in which such Eleventh District Cost of Funds Interest
Determination Date falls, as reported on page 7058 (or other applicable page) of
the Telerate Data Service, under the heading "11th District" as of 11:00 A.M.
San Francisco time, on such Eleventh District Cost of Funds Interest
Determination Date. If such rate is not so reported on the Telerate Data
Service on any related Eleventh District Cost of Funds Interest Determination
Date, the Eleventh District Cost of Funds Rate for such Eleventh District Cost
of Funds Interest Determination Date shall be the monthly weighted average cost
of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the Federal Home Loan
Bank of San Francisco (the "District Bank") as such cost of funds for the
calendar month immediately preceding the date of such announcement. If the
District Bank fails to announce such rate for the calendar month immediately
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preceding such Eleventh District Cost of Funds Interest Determination Date, then
the Eleventh District Cost of Funds Rate determined as of such Eleventh District
Cost of Funds Interest Determination Date will be the Eleventh District Cost of
Funds Rate in effect on such Eleventh District Cost of Funds Interest
Determination Date.
CD Rate. 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 the 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 the 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 Ratings Group
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. 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
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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 the Telerate Data Service, under the
heading "Avge Invest Yield" or, if not so reported on the 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.
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.
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<PAGE>
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 Ratings Group
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 reported for the applicable Index Maturity
on page 7055 (or other applicable page) of the 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. 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 calculated by the Calculation Agent and
shall be the bond equivalent yield to maturity of the arithmetic mean 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.
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<PAGE>
(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 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
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<PAGE>
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 (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 (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
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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.
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
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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 February 15, 1995, at which a quorum was present and
acting throughout, of an authorization dated April 10, 1995 of the Committee of
the Board of Directors of the Company appointed by the resolutions adopted
February 15, 1995, duly executed by all of the members of the Committee, and of
an authorization dated February 15, 1995, duly executed by the Chief Financial
Officer of the Company, designating certain additional Authorized Officers
pursuant to the resolutions adopted February 15, 1995; 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.
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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: July 6, 1995
FIRST BANK SYSTEM, INC.
By *
--------------------
And **
--------------------
____________
* 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.
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EXHIBIT 4.4
FIRST BANK SYSTEM, INC.
Medium-Term Notes, Series I (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 February 15, 1995, and a Committee Authorization dated April 10,
1995, 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 I (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 $750,000,000 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 $750,000,000 limit shall be increased to up to
$1,325,000,000.
<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 I 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, 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, if such Business Day is in the next succeeding calendar
month, such Maturity Date shall be the immediately preceding Business Day.
"Business Day" means (a) unless otherwise specified in the applicable
Authentication Certificate or CTM transmission with respect to any Note, any day
that is not a Saturday or Sunday and that in the City of New York is not a day
on which banking institutions generally are authorized or obligated by law or
executive order to close, in addition, with respect to LIBOR Notes is a day in
which dealings in U.S. dollars are transacted in the London interbank market.
(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 and/or 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
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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" 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) one or more other interest rate
formulas.
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 applicable Spread, if any, or multiplied
by the applicable Spread Multiplier, 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.
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 and/or Spread
Multiplier, 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 or any applicable
Redemption Date on a Fixed Rate Note is not a Business Day, such Interest
Payment Date or Redemption Date shall be postponed to the next day that is a
Business Day.
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
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. In the
event that any Interest Payment Date or any applicable Redemption Date for any
Floating Rate Note is not a Business Day, such Interest Payment Date or
Redemption 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 Payment Date or Redemption Date shall
be the immediately preceding Business Day.
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 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 the interest rate in
effect from the date of issue
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<PAGE>
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. 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. The Interest
Determination Date pertaining to a Floating Rate Note the interest rate of which
is determined by reference to two or more Interest Rate Bases will be the latest
Business Day which is at least two Business Days prior to such Interest Reset
Date for such Floating Rate Note on which each Interest Rate Basis is
determinable.
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
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<PAGE>
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. Unless otherwise specified in the applicable
Authentication Certificate or CTM transmission, 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 will be the earlier of (i) 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 (ii) the Business Day immediately preceding the
applicable Interest Payment Date or Maturity, as the case may be.
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
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<PAGE>
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 Accrued 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. 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 the
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 the 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" (or any successor publication published by the Federal
Reserve Bank of New York) ("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 3:00 p.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 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.
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<PAGE>
"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.
Federal Funds Rate. 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 the Telerate Data Service,
under the heading "Fed Funds Effective" or, if not so reported on the 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 3:00 p.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. 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:
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<PAGE>
(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 page 3750 (or other applicable page) of the Telerate
Data 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 is reported by the
Telerate Data Service, 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 is reported by the Telerate Data Service 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 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.
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Prime Rate. 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. 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, 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 weighted average cost of funds for the calendar month immediately
preceding the month in which such Eleventh District Cost of Funds Interest
Determination Date falls, as reported on page 7058 (or other applicable page) of
the Telerate Data Service, under the heading "11th District" as of 11:00 A.M.
San Francisco time, on such Eleventh District Cost of Funds Interest
Determination Date. If such rate is not so reported on the Telerate Data
Service on any related Eleventh District Cost of Funds Interest Determination
Date, the Eleventh District Cost of Funds Rate for such Eleventh District Cost
of Funds Interest Determination Date shall be the monthly weighted average cost
of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the Federal Home Loan
Bank of San Francisco (the "District Bank") as such cost of funds for the
calendar month immediately preceding the date of such announcement. If the
District Bank fails to announce such rate for the calendar month immediately
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<PAGE>
preceding such Eleventh District Cost of Funds Interest Determination Date, then
the Eleventh District Cost of Funds Rate determined as of such Eleventh District
Cost of Funds Interest Determination Date will be the Eleventh District Cost of
Funds Rate in effect on such Eleventh District Cost of Funds Interest
Determination Date.
CD Rate. 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 the 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 the 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 Ratings Group
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. 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
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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 the Telerate Data Service, under the
heading "Avge Invest Yield" or, if not so reported on the 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.
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.
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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 Ratings Group
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 reported for the applicable Index Maturity
on page 7055 (or other applicable page) of the 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. 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 calculated by the Calculation Agent and
shall be the bond equivalent yield to maturity of the arithmetic mean 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.
-14-
<PAGE>
(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 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
-15-
<PAGE>
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 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 (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
-16-
<PAGE>
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 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).
-17-
<PAGE>
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 February 15, 1995, at which a quorum was present and
acting throughout, of an authorization dated April 10, 1995 of the Committee of
the Board of Directors of the Company appointed by the resolutions adopted
February 15, 1995, duly executed by all of the members of the Committee, and of
an authorization dated February 15, 1995, duly executed by the Chief Financial
Officer of the Company, designating certain additional Authorized Officers
pursuant to the resolutions adopted February 15, 1995; 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.
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
-18-
<PAGE>
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: July 6, 1995
FIRST BANK SYSTEM, INC.
By *
--------------------
And **
--------------------
____________
* 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.
-19-
<PAGE>
EXHIBIT 4.5
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.
REGISTERED REGISTERED
FIRST BANK SYSTEM, INC. Principal Amount:
No. HA- MEDIUM-TERM NOTE, SERIES H (SENIOR) $
(GLOBAL FIXED RATE NOTE) CUSIP
No.
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
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 Maturity Date is not a Business Day, the 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 Maturity Date. In the event that any Interest Payment
Date or any applicable Redemption Date is not a Business Day, such Interest
Payment Date or Redemption Date shall be postponed to the next day that is a
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 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.
-2-
<PAGE>
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.
-3-
<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.
CITIBANK, N.A., as Trustee
By__________________________________
Authorized Signatory
-4-
<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES H (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.
-5-
<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.
-6-
<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.
----------------------------------------
-7-
<PAGE>
<TABLE>
<S> <C> <C>
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-
</TABLE>
<PAGE>
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.
REGISTERED REGISTERED
First Bank System, Inc. Principal Amount:
No. HB- Medium-Term Note, Series H (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):
[ ] Commercial Paper Rate REDEMPTION TERMS:
[ ] Federal Funds Rate
[ ] LIBOr
[ ] Prime Rate
[ ] Eleventh District Cost
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:
<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 Maturity Date is not a Business Day, the
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 Maturity Date,
except that, in the case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Maturity Date shall be the immediately preceding
Business Day. In the event that any Interest Payment Date or any applicable
Redemption Date is not a Business Day, such Interest Payment Date or Redemption
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 Payment Date or Redemption Date shall be the
immediately preceding Business Day. Payment of the principal of
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(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. 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.
CITIBANK, N.A., as Trustee
By ________________________________________
Authorized Signatory
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FIRST BANK SYSTEM, INC.
Medium-Term Note, Series H (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
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.
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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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 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. 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 by the Board of Governors of the Federal Reserve System as reported on
page 120 (or
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other applicable page) of the 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 the 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" (or any successor publication published by the Federal Reserve Bank
of New York) ("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 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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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 the Telerate Data Service under the heading "Fed Funds
Effective" or, if not so reported on the 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 3:00 p.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 page 3750 (or other applicable page) of the Telerate Data 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 is reported by the Telerate Data Service, then
LIBOR in respect of that LIBOR Interest Determination Date will be determined as
specified in (ii) below.
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(ii) With respect to a LIBOR Interest Determination Date on which no rate
is reported by the Telerate Data Service 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 calculated by the Calculation Agent and shall be
determined as the arithmetic mean
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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, 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 weighted average cost of funds for the
calendar month immediately preceding the month in which such Eleventh District
Cost of Funds Interest Determination Date falls, as reported on page 7058 (or
other applicable page) of the Telerate Data Service, under the heading "11th
District" as of 11:00 A.M. San Francisco time, on such Eleventh District Cost of
Funds Interest Determination Date. If such rate is not so reported on the
Telerate Data Service on any related Eleventh District Cost of Funds Interest
Determination Date, the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds Interest Determination Date shall be the monthly weighted
average cost of funds paid by member institutions of the Eleventh Federal Home
Loan Bank District that was most recently announced (the "Index") by the Federal
Home Loan Bank of San Francisco (the "District Bank") as such cost of funds for
the calendar month immediately preceding the date of such announcement. If the
District Bank fails to announce such rate for the calendar month immediately
preceding such Eleventh District Cost of Funds Interest Determination Date, then
the Eleventh District Cost of Funds Rate determined as of such Eleventh District
Cost of Funds Interest Determination Date will be the Eleventh District Cost of
Funds Rate in effect on such Eleventh District Cost of Funds Interest
Determination Date.
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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 the 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 the 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 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 Ratings Group 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).
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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 the Telerate Data Service under
the heading "Avge Invest Yield" or, if not so reported on the 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 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
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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 Ratings Group
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.
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 reported 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 the 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. 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 calculated by the Calculation Agent and shall be the bond
equivalent yield to maturity of the arithmetic mean of the secondary market bid
rates, as of 3:00 p.m.,
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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.
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
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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
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.
The Interest Determination Date pertaining to a Floating Rate Note the interest
rate of which is determined by reference to two or more Interest Rate Bases will
be the latest Business Day which is at least two Business Days prior to such
Interest Reset Date for such Floating Rate Note on which each Interest Rate
Basis is determinable.
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
-14-
<PAGE>
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 Accrued
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).
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
-15-
<PAGE>
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, 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.
-16-
<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.
-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>
<TABLE>
<C> <S> <C>
SPECIMEN
REGISTERED This Note is a Global Security within the REGISTERED
meaning of the Indenture, referred to herein Principal Amount:
and is registered in the name of a Depositary
or a nominee of a Depositary. Unless this
No. HC- 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. CUSIP
No.
</TABLE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES H (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 any Maturity Date is not a Business
Day, the 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
Maturity Date. In the event that any Redemption Date is not a Business Day, such
Redemption Date shall be postponed to the next day that is a Business Day.
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
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 H (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>
SPECIMEN
REGISTERED This Note is a Global Security within the meaning REGISTERED
of the indenture referred to herein and is Principal Amount
No. HD- registered in the name of a Depositary or a
nominee of a Depositary. Unless this certificate $
is presented by an authorized representative of
The Depository Trust Company (55 Water Street, CUSIP
New York, New York) to the issuer or its agent No.
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.
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES H (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 Maturity Date is not a
Business Day, the 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
Maturity Date. In the event that any Interest Payment Date or any applicable
Redemption Date is not a Business Day, such Interest Payment Date or Redemption
Date shall be postponed to the next day that is a 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 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.
-2-
<PAGE>
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.
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 Attest
PURSUANT TO THE WITHIN-MENTIONED
INDENTURE.
________________________________________
CITIBANK, NA., as Trustee Secretary
By ________________________________
Authorized Signature
-3-
<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES H (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
(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>
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>
<CAPTION>
<C> <S> <C>
REGISTERED REGISTERED
FIRST BANK SYSTEM, INC. Principal Amount:
No. IA- MEDIUM-TERM NOTE, SERIES I (SUBORDINATED) $
(GLOBAL FIXED RATE NOTE) CUSIP
No.
</TABLE>
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
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 Maturity Date is not a Business Day, the 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 Maturity Date. In the event that any Interest Payment
Date or any applicable Redemption Date is not a Business Day, such Interest
Payment Date or Redemption Date shall be postponed to the next day that is a
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 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.
-2-
<PAGE>
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.
-3-
<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.
CITIBANK, N.A., as Trustee
By _________________________________
Authorized Signatory
-4-
<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES I (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
-5-
<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.
-6-
<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.
-7-
<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.
-------------------------
-8-
<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.
-9-
<PAGE>
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.
REGISTERED REGISTERED
FIRST BANK SYSTEM, INC. Principal Amount:
No. IB- MEDIUM-TERM NOTE, SERIES I (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):
[ ] COMMERCIAL PAPER RATE REDEMPTION TERMS:
[ ] FEDERAL FUNDS RATE
[ ] LIBOR
[ ] PRIME RATE
[ ] ELEVENTH DISTRICT COST
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:
<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 Maturity Date is not a Business Day, the
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 Maturity Date,
except that, in the case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Maturity Date shall be the immediately preceding
Business Day. In the event that any Interest Payment Date or any applicable
Redemption Date is not a Business Day, such Interest Payment Date or Redemption
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 Payment Date or Redemption Date shall be the
immediately preceding Business Day. Payment of the principal of
-2-
<PAGE>
(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. 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
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THIS IS ONE OF THE SECURITIES OF Secretary
THE SERIES DESIGNATED HEREIN AND
ISSUED PURSUANT TO THE
WITHIN-MENTIONED INDENTURE.
CITIBANK, N.A., as Trustee
By
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Authorized Signatory
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FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES I (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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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 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. 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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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 the 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 the 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" (or any successor publication published by the Federal Reserve Bank
of New York) ("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
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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.
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
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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).
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 the Telerate Data Service under the heading "Fed Funds
Effective" or, if not so reported on the 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 3:00 p.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 page 3750 (or other applicable page) of the Telerate Data Service, or such
other
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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 is reported by the Telerate Date Service, 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
is reported by the Telerate Data Service 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, 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 weighted average cost of funds for the
calendar month immediately preceding the month in which such Eleventh District
Cost of Funds Interest Determination Date falls, as reported on page 7058 (or
other applicable page) of the Telerate Data Service, under the heading "11th
District" as of 11:00 A.M. San Francisco time, on such Eleventh District Cost of
Funds Interest Determination Date. If such rate is not so reported on the
Telerate Data Service on any related Eleventh District Cost of Funds Interest
Determination Date, the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds Interest Determination Date shall be the monthly weighted
average cost of funds paid by member institutions of the Eleventh Federal Home
Loan Bank District that was most recently announced (the "Index") by the Federal
Home Loan Bank of San Francisco (the "District Bank") as such cost of funds for
the calendar month immediately preceding the date of such announcement. If the
District Bank fails to announce such rate for the calendar month immediately
preceding such Eleventh District Cost of Funds Interest Determination Date, then
the Eleventh District Cost of Funds Rate determined as of such Eleventh District
Cost of Funds Interest
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Determination Date will be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Interest Determination Date.
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 the 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 the 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 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 Ratings Group 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
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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 the Telerate Data Service under
the heading "Avge Invest Yield" or, if not so reported on the 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 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).
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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 Ratings Group
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.
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 reported 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 the 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. 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,
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then the CMT Rate for such CMT Interest Determination Date shall be calculated
by the Calculation Agent and shall be the bond equivalent yield to maturity of
the arithmetic mean 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.
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.
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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
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.
The Interest Determination Date pertaining to a Floating Rate Note the interest
rate of which is determined by reference to two or more Interest Rate Bases will
be the latest Business Day which is at least two Business Days prior to such
Interest Reset Date for such Floating Rate Note on which each Interest Rate
Basis is determinable.
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
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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 Accrued
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).
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.
-15-
<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 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 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.
-16-
<PAGE>
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>
SPECIMEN
<TABLE>
<S> <C> <C>
REGISTERED This Note is a Global Security within the meaning of the Indenture, referred to herein REGISTERED
herein and is registered in the name of a Depositary or a nominee of a Depositary. Principal Amount:
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
No. IC- 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.
CUSIP
No.
</TABLE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES I (SUBORDINATED)
(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 any Maturity Date is not a Business
Day, the 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
Maturity Date. In the event that any Redemption Date is not a Business Day, such
Redemption Date shall be postponed to the next day that is a Business Day.
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
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 I (SUBORDINATED)
(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, 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 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.
-4-
<PAGE>
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 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 (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
-5-
<PAGE>
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 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,
-6-
<PAGE>
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.
-7-
<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.
-----------------------------------------
-8-
<PAGE>
<TABLE>
<S> <C> <C>
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.
-9-
</TABLE>
<PAGE>
SPECIMEN
<TABLE>
<S> <C> <C>
REGISTERED This Note is a Global Security within the REGISTERED
meaning of the indenture referred to herein Principal Amount
and is registered in the name of a
No. ID- Depositary or a nominee of a Depositary. $
Unless this certificate is presented by an
authorized representative of The CUSIP
Depository Trust Company (55 Water Street, No.
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 I (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 Maturity Date is not a
Business Day, the 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
Maturity Date. In the event that any Interest Payment Date or any applicable
Redemption Date is not a Business Day, such Interest Payment Date or Redemption
Date shall be postponed to the next day that is a 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 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, NA., as Trustee Secretary
By ________________________________________
Authorized Signature
-3-
<PAGE>
FIRST BANK SYSTEM, INC.
MEDIUM-TERM NOTE, SERIES I (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
(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.
-----------------------------------------------
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<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.
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