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________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 1994
BANK OF BOSTON CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Massachusetts 1-6522 04-2471221
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
100 Federal Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 434-2200
________________________________________________________________________________
________________________________________________________________________________
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Item 5. Other Events.
Bank of Boston Corporation ("the Corporation") has
filed a shelf registration statement on Form S-3
(Registration No. 33-52571) (the "Registration
Statement") pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"),
covering one or more proposed issuances of up to
$1,500,000,000 in aggregate initial offering price
of (i) debt securities and warrants to purchase
debt securities, (ii) shares of preferred stock,
which may be issued in the form of depositary
shares evidenced by depositary receipts, and
warrants to purchase shares of preferred stock and
(iii) shares of common stock and warrants to
purchase shares of common stock. The Registration
Statement, as amended by Amendment No. I thereto,
was declared effective by the Securities and
Exchange Commission (the "Commission") on March 18,
1994. On December 20, 1994, the Corporation filed
a Prospectus Supplement, dated December 16, 1994,
with the Commission pursuant to Rule 424(b)(2)
under the Act in connection with the establishment
of a program to offer up to $1 billion aggregate
initial offering price of its senior and
subordinated Medium-Term Notes (the "Notes"). The
Notes, which may be offered from time to time, will
be issued under the above Registration Statement
and will be due nine months or more from the date
of issue. By filing this Current Report on Form
8-K, the Corporation is incorporating by reference
into the above-referenced Registration Statement
the information contained herein relating to the
Notes.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1 Distribution Agreement, dated December 16, 1994, among the
Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Goldman, Sachs & Co., Lehman Brothers,
and PaineWebber Incorporated relating to the Notes.
4(a) Form of global certificate representing the senior
fixed rate Notes.
4(b) Form of global certificate representing the senior
floating rate Notes.
4(c) Form of global certificate representing the
subordinated fixed rate Notes.
4(d) Form of global certificate representing the
subordinated floating rate Notes.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BANK OF BOSTON CORPORATION
Dated: December 21, 1994 /s/ Gary A. Spiess
Gary A. Spiess
General Counsel and Clerk
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BANK OF BOSTON CORPORATION
MEDIUM-TERM NOTES DUE
9 MONTHS OR MORE FROM DATE OF ISSUE
DISTRIBUTION AGREEMENT
December 16, 1994
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.
PAINEWEBBER INCORPORATED
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310
Dear Sirs:
Bank of Boston Corporation, a Massachusetts corporation (the
"Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Lehman Brothers Inc.
and PaineWebber Incorporated (each referred to as "Agent" and collectively
referred to as the "Agents", which terms for purposes of this Agreement shall
include Lehman Government Securities Inc.) with respect to the issue and sale
by the Company of its Senior Medium-Term Notes (the "Senior Notes") and
Subordinated Medium-Term Notes (the "Subordinated Notes") described herein (the
Senior Notes and the Subordinated Notes being collectively referred to as the
"Notes"). The Senior Notes are to be issued pursuant to an Indenture, dated as
of June 15, 1992 (the "Senior Indenture"), between the Company and Norwest Bank
Minnesota, National Association
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("Norwest" or the "Trustee"), as trustee. The Subordinated Notes are to be
issued pursuant to an Indenture, dated as of June 15, 1992, as supplemented by
the First Supplemental Indenture dated as of June 24, 1993 (the "Subordinated
Indenture" and, together with the Senior Indenture, the "Indentures"), between
the Company and Norwest, as trustee. As of the date hereof, the Company has
authorized the issuance and sale of up to U.S. $1,000,000,000 aggregate initial
offering price (or its equivalent, based upon the applicable exchange rate at
the time of issuance, in such foreign or composite currencies as the Company
shall designate at the time of issuance) of Notes with maturities of nine
months or more from their respective dates of issue to or through the Agents
pursuant to the terms of this Agreement.
This Agreement provides both for the sale of Notes by the Company to
the Agents as principal for resale to investors and other purchasers and for
the sale of Notes by the Company directly to investors (as may from time to
time be agreed to by the Company and the Agents), in which case the Agents will
act as agents of the Company in soliciting Note purchases.
The Company has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-3 (No. 33-52571), including a
prospectus, for the registration of certain securities, including the Notes,
under the Securities Act of 1933 (the "1933 Act") and the offering thereof from
time to time in accordance with Rule 415 of the rules and regulations of the
SEC under the 1933 Act (the "1933 Act Regulations"). Such registration
statement has been declared effective by the SEC and each of the Indentures has
been qualified under the Trust Indenture Act of 1939 (the "1939 Act"). Such
registration statement (and any further registration statements which may be
filed by the Company for the purpose of registering additional Notes and in
connection with which this Agreement is included or incorporated by reference
as an exhibit) and the prospectus constituting a part thereof, and any
prospectus supplements relating to the Notes, including all documents
incorporated therein by reference, as from time to time amended or supplemented
by the filing of documents pursuant to the Securities Exchange Act of 1934 (the
"1934 Act") or the 1933 Act or otherwise, are referred to herein as the
"Registration Statement" and the "Prospectus", respectively, except that if any
revised prospectus shall be provided to the Agents by the Company for use in
connection with the offering of the Notes, whether or not such revised
prospectus is required to be filed by the Company pursuant to Rule 424(b) of
the 1933 Act Regulations, the term "Prospectus" shall refer to such revised
prospectus from and after the time it is first provided to the Agents for such
use.
SECTION 1. Appointment as Agents.
(a) Appointment. Subject to the terms and conditions stated
herein and subject to the reservation by the Company of the right to sell Notes
directly on its own behalf or through an affiliate of the Company in those
jurisdictions where the Company or such affiliate is authorized to do so, the
Company hereby agrees that Notes will be sold exclusively to or through the
Agents except as otherwise described below. Each Agent is authorized to engage
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the services of any other broker or dealer in connection with the offer or sale
of the Notes purchased by such Agent as principal for resale to others but is
not authorized to appoint sub-agents. In connection with sales by an Agent of
Notes purchased by such Agent as principal to other brokers or dealers, such
Agent may allow any portion of the discount it has received in connection with
such purchase from the Company to such brokers or dealers. Each Agent is
acting in connection with the Notes individually and not collectively or
jointly. The Company agrees that, during the period the Agents are acting as
the Company's agents hereunder, unless otherwise agreed, the Company will not
appoint other agents (other than an affiliate of the Company) to act on its
behalf, or to assist it, in the placement of the Notes unless the Company has
entered into an agreement or agreements substantially similar to this Agreement
with such agent or agents and has notified the Agents prior to entering into
any such substantially similar agreement.
(b) Sale of Notes. The Company shall not sell or approve the
solicitation of purchases of Notes in excess of the amount which shall be
authorized by the Company from time to time or in excess of the principal
amount of Notes registered pursuant to the Registration Statement. The Agents
will have no responsibility for maintaining records with respect to the
aggregate principal amount of Notes sold, or of otherwise monitoring the
availability of Notes for sale, under the Registration Statement.
(c) Purchases as Principal. The Agents shall not have any
obligation to purchase Notes from the Company as principal, but the Agents may
agree from time to time to purchase Notes as principal. Any such purchase of
Notes by an Agent as principal shall be made in accordance with Section 3(a)
hereof.
(d) Solicitations as Agents. If agreed upon by an Agent and the
Company, such Agent, acting solely as an agent for the Company and not as
principal, will solicit purchases of the Notes. The Agent will communicate to
the Company, orally, each offer to purchase Notes solicited by such Agent on an
agency basis, other than those offers rejected by such Agent. Each Agent shall
have the right, in its discretion reasonably exercised, to reject any proposed
purchase of Notes, as a whole or in part, and any such rejection shall not be
deemed a breach of such Agent's agreement contained herein. The Company may
accept or reject any proposed purchase of Notes, in whole or in part. Each
Agent shall make reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes has been solicited
by the Agent and accepted by the Company. Each Agent shall not have any
liability to the Company in the event any such agency purchase is not
consummated for any reason. If the Company shall default on its obligation to
deliver Notes to a purchaser whose offer it has accepted, the Company shall (i)
hold the Agent harmless against any loss, claim or damage arising from or as a
result of such default by the Company and (ii) notwithstanding such default,
pay to the Agent any commission to which it would be entitled in connection
with such sale.
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(e) Reliance. The Company and the Agents agree that any Notes
purchased by the Agents shall be purchased, and any Notes the placement of
which an Agent arranges shall be placed by such Agent, in reliance on the
representations, warranties, covenants and agreements of the Company contained
herein and on the terms and conditions and in the manner provided herein.
SECTION 2. Representations and Warranties.
(a) The Company represents and warrants to each Agent as of the
date hereof, as of the date of each acceptance by the Company of an offer for
the purchase of Notes (whether from the Agent as principal or through the Agent
as agent), as of the date of each delivery of Notes (whether to such Agent as
principal or through such Agent as agent) (the date of each such delivery to an
Agent as principal being hereafter referred to as a "Settlement Date"), and as
of any time that the Registration Statement or the Prospectus shall be amended
or supplemented or there is filed with the SEC any document incorporated by
reference into the Prospectus (each of the times referenced above being
referred to herein as a "Representation Date") as follows:
(i) Due Incorporation. The Company is a corporation duly
organized, validly existing and in good standing under the laws of The
Commonwealth of Massachusetts with corporate power and authority under
such laws to own, lease and operate its properties and conduct its
business as described in the Prospectus; the Company is duly
registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended.
(ii) Subsidiaries. Each of The First National Bank of
Boston ("FNBB"), Casco Northern Bank, N.A. ("Casco"), and Rhode Island
Hospital Trust National Bank ("Hospital Trust") is a duly organized
and validly existing national banking association under the laws of
the United States, continues to hold a valid certificate to do
business as such and has full power and authority to conduct its
business as such; Bank of Boston Connecticut is a duly organized and
validly existing state-chartered banking association under the laws of
the State of Connecticut, continues to hold a valid certificate to do
business as such and has full power and authority to conduct its
business as such; Bank of Vermont is a duly organized and validly
existing state-chartered banking association under the laws of the
State of Vermont, continues to hold a valid certificate to do business
as such and has full power and authority to conduct its business as
such (FNBB, Casco, Hospital Trust, Bank of Boston Connecticut and Bank
of Vermont are referred to collectively as the "Significant
Subsidiaries"); each Significant Subsidiary has the authority under
its jurisdiction of organization to own, lease and operate its
properties and to conduct its business. The Company does not have any
subsidiaries which are material to its business, except to
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the extent that one or more of the Significant Subsidiaries may be
deemed to be so material.
(iii) Qualification. The Company is duly qualified as a
foreign corporation, and each of the Significant Subsidiaries is duly
authorized, to transact business and is in good standing in each
jurisdiction in which it owns or leases property of a nature, or
transacts business of a type, that would make such qualification
necessary, except to the extent that the failure to so qualify or be
in good standing would not have a material adverse effect on the
Company and its subsidiaries, considered as one enterprise.
(iv) Registration Statement and Prospectus. The Company
meets the requirements for use of Form S-3 under the 1933 Act and will
meet such requirements as of the applicable filing date as to any
supplement to the Prospectus. At the time the Registration Statement
became effective, the Registration Statement complied, and as of each
applicable Representation Date will comply, in all material respects
with the requirements of the 1933 Act and the 1933 Act Regulations and
the 1939 Act and the rules and regulations of the SEC promulgated
thereunder. The Registration Statement, at the time it became
effective, did not, and at each time thereafter at which any amendment
to the Registration Statement becomes effective or any Annual Report
on Form 10-K is filed by the Company with the SEC and as of each
Representation Date, will not, contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.
The Prospectus, as of the date hereof does not, and as of each
Representation Date will not, include an untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the
representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or
Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by the Agents expressly for use in
the Registration Statement or Prospectus. As of each applicable
Representation Date, the Indentures will comply in all material
respects with the requirements of the 1939 Act and the rules and
regulations of the SEC promulgated thereunder.
(v) Incorporated Documents. The documents incorporated
by reference in the Prospectus pursuant to Item 12 of Form S-3 under
the 1933 Act, at the time they were or hereafter are filed with the
SEC, complied or when so filed will comply, as the case may be, in all
material respects with the requirements of the 1934 Act and the rules
and regulations promulgated thereunder (the "1934 Act Regulations"),
and, when read together and with the other information in the
Prospectus, did not and will not include an untrue statement of a
material fact or omit to state a mate-
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rial fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which
they were or are made, not misleading.
(vi) Financial Statements. The consolidated financial
statements included or incorporated by reference in the Registration
Statement and the Prospectus present fairly the consolidated financial
position of the Company and its subsidiaries as of the dates indicated
and the consolidated results of operations and cash flows of the
Company and its subsidiaries for the periods specified. Such
financial statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis
throughout the periods involved, except as disclosed in the notes to
such financial statements. The financial statement schedules, if any,
included in the Registration Statement present fairly the information
required to be stated therein.
(vii) Authorization and Validity of this Agreement, the
Indenture and the Notes. This Agreement has been duly authorized,
executed and delivered by the Company and, upon execution and delivery
by the Agents, will be a valid and legally binding agreement of the
Company; each of the Indentures has been duly authorized, executed and
delivered by the Company and, assuming each Indenture has been duly
authorized, executed and delivered by the Trustee, constitutes a valid
and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except as enforcement thereof may be
limited by the receivership, conservatorship and supervisory powers of
bank regulatory agencies generally as well as bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting enforcement
of creditors' rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether
enforcement is
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considered in a proceeding in equity or at law) and the availability
of equitable remedies, and except further as enforcement thereof may
be limited by (i) requirements that a claim with respect to any Notes
denominated other than in U.S. dollars (or a foreign currency or
currency unit judgment in respect of such claim) be converted into
U.S. dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law or (ii) governmental authority to limit,
delay or prohibit the making of payments outside the United States;
the Notes have been duly and validly authorized for issuance, offer
and sale pursuant to this Agreement and, when executed, authenticated
and delivered in the manner provided for in the applicable Indenture
and issued and paid for in accordance with the provisions of this
Agreement, the Notes will constitute valid and legally binding
obligations of the Company enforceable against the Company in
accordance with their terms, except as enforcement thereof may be
limited by the receivership, conservatorship and supervisory powers of
bank regulatory agencies generally as well as bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting
enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law)
and the availability of equitable remedies, and except further as
enforcement thereof may be limited by (i) requirements that a claim
with respect to any Notes denominated other than in U.S. dollars (or a
foreign currency or currency unit judgment in respect of such claim)
be converted into U.S. dollars at a rate of exchange prevailing on a
date determined pursuant to applicable law or (ii) governmental
authority to limit, delay or prohibit the making of payments outside
the United States; the Notes and the Indentures will be substantially
in the form heretofore delivered to the Agents and conform in all
material respects to all statements relating thereto contained in the
Prospectus; and each holder of Notes will be entitled to the benefits
of the applicable Indenture.
(viii) Material Changes or Material Transactions. Since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein or
contemplated thereby and, except for normal recurring dividends on the
outstanding common stock and preferred stock of the Company, there has
not been (a) any material adverse change in the condition (financial
or otherwise), earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or
not arising in the ordinary course of business, (b) any transaction
entered into by the Company or any subsidiary, other than in the
ordinary course of business, that is material to the Company and its
subsidiaries, considered as one enterprise, or (c) any dividend or
distribution of any kind declared, paid or made by the Company on its
capital stock.
(ix) No Defaults; Regulatory Approvals. Neither the
Company nor any Significant Subsidiary is in default in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument to which it is
a party or by which it may be bound or to which any of its properties
may be subject, except for such defaults that would not have a
material adverse effect on the condition (financial or otherwise),
earnings, business affairs or business prospects of the Company and
its subsidiaries, considered as one enterprise. The execution and
delivery of this Agreement and the Indentures and the consummation of
the transactions contemplated herein and therein and in the
Registration Statement, and compliance by the Company with the terms
of this Agreement and the Indentures, have been duly authorized by all
necessary corporate action on the part of the Company and do not and
will not result in any violation of the charter or by-laws of the
Company or of any Significant Subsidiary, and do not and will not
conflict with, or result in a breach of any of the terms or provisions
of, or constitute default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any Significant Subsidiary under, (a) any
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument to which the Company or any Significant Subsidiary is a
party or by which it may be bound or to which any of its
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properties may be subject (except for such conflicts, breaches or
defaults or liens, charges or encumbrances that would not have a
material adverse effect on the condition (financial or otherwise),
earnings, business affairs or business prospects of the Company and
its subsidiaries, considered as one enterprise) or (b) any existing
applicable law, rule, regulation, judgment, order or decree of any
government, governmental instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any Significant
Subsidiary or any of its properties. Each authorization, approval,
consent or license of any government, governmental instrumentality or
court, domestic or foreign (other than under the 1933 Act, the 1939
Act and the securities or blue sky laws of the various states), which
is required for (A) the valid authorization, issuance, sale and
delivery of the Notes or (B) the execution, delivery or performance of
this Agreement or the Indentures by the Company has been received.
(x) Legal Proceedings; Contracts. Except as disclosed in
the Prospectus, there is no action, suit or proceeding before or by
any government, government instrumentality or court, domestic or
foreign, now pending, or, to the knowledge of the Company, threatened
against or affecting the Company or any Significant Subsidiary that is
required to be disclosed in the Prospectus or that, in the final
outcome, could, in the judgment of the Company, result in any material
adverse change in the condition (financial or otherwise), earnings,
business affairs or business prospects of the Company and its
subsidiaries, considered as one enterprise, or that could materially
and adversely affect the properties or assets of the Company and its
subsidiaries, considered as one enterprise, or that could adversely
affect the consummation of the transactions contemplated in this
Agreement; the aggregate liability or loss, if any, resulting from the
final outcome of all pending legal or governmental proceedings to
which the Company or any Significant Subsidiary is a party or which
affect any of its properties that are not described in the Prospectus,
including ordinary routine litigation incidental to its business,
would not have a material adverse effect on the condition (financial
or otherwise), earnings, business affairs or business prospects of the
Company and its subsidiaries, considered as one enterprise; and there
are no contracts or documents of a character required to be described
in the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement that are not described and
filed as required.
(xi) Properties. The Company and the Significant
Subsidiaries each has good and marketable title to all properties and
assets described in the Prospectus as owned by it, free and clear of
all liens, charges, encumbrances or restrictions, except such as (a)
are described in the Prospectus or (b) are neither material in amount
nor materially significant in relation to the business of the Company
and its subsidiaries, considered as one enterprise; all of the leases
and subleases material to the business of the Company and its
subsidiaries, considered as one enterprise, and under which the
Company or any Significant Subsidiary holds properties described in
the Prospectus,
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are in full force and effect, and neither the Company nor any
Significant Subsidiary has any notice of any material claim of any
sort that has been asserted by anyone adverse to the rights of the
Company or any Significant Subsidiary under any of the leases or
subleases mentioned above, or affecting or questioning the rights of
such corporation to the continued possession of the leased or
subleased premises under any such lease or sublease.
(xii) Licenses. The Company and the Significant
Subsidiaries each owns or possesses or has obtained all material
governmental licenses, permits, certificates, consents, orders,
approvals and other authorizations necessary to lease or own, as the
case may be, and to operate its properties and to carry on its
business as presently conducted, and neither the Company nor any
Significant Subsidiary has received any notice of proceedings relating
to the revocation or modification of any such licenses, permits,
certificates, consents, orders, approvals or authorizations that, in
the aggregate, if the subject of an unfavorable decision, ruling or
finding, could materially adversely affect the condition (financial or
otherwise), earnings, business affairs or business prospects of the
Company and its subsidiaries, considered as one enterprise.
(xiii) Patents; Trademarks. The Company and the Significant
Subsidiaries each owns or possesses, or can acquire on reasonable
terms, adequate patents, patent licenses, trademarks, service marks
and trade names necessary to carry on their businesses as presently
conducted, and neither the Company nor any of the Significant
Subsidiaries has received any notice of infringement of or conflict
with asserted rights of others with respect to any patents, patent
licenses, trademarks, service marks or trade names that, in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, could materially adversely affect the condition (financial or
otherwise), earnings, business affairs or business prospects of the
Company and its subsidiaries, considered as one enterprise.
(xiv) Labor. To the best knowledge of the Company, no
labor problem exists with its employees or with employees of the
Significant Subsidiaries or is imminent that could adversely affect
the Company and its subsidiaries, considered as one enterprise, and
the Company is not aware of any existing or imminent labor disturbance
by the employees of any of its or the Significant Subsidiaries'
principal suppliers, contractors or customers that could be expected
to materially adversely affect the condition (financial or otherwise),
earnings, business affairs or business prospects of the Company and
its subsidiaries, considered as one enterprise.
(xv) Doing Business with Cuba. The Company has complied
and will comply with all applicable provisions of Florida H.B. 1771,
codified as Section 517.075 of the Florida Statutes, 1987, as amended,
and all applicable regulations promulgated thereunder relating to
issuers doing business in Cuba.
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(b) Additional Certifications. Any certificate signed by any
director or officer of the Company and delivered to the Agents or to counsel
for the Agents in connection with an offering of Notes through an Agent as
agent or the sale of Notes to an Agent as principal shall be deemed a
representation and warranty by the Company to the Agents as to the matters
covered thereby on the date of such certificate and at each Representation Date
subsequent thereto.
SECTION 3. Purchases as Principal; Solicitations as Agents.
(a) Purchases as Principal. Unless otherwise agreed by an Agent
and the Company, Notes shall be purchased by the Agent as principal. Such
purchases shall be made in accordance with terms agreed upon by the Agent and
the Company with respect to such information (as applicable) as is specified in
Exhibit A hereto (which terms, unless otherwise agreed, shall be agreed upon
orally, with written confirmation prepared by the Agent and mailed or sent via
facsimile transmission to the Company). Each Agent's commitment to purchase
Notes as principal shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth. Each purchase of Notes,
unless otherwise agreed, shall be at a discount from the principal amount of
each such Note equivalent to the applicable commission set forth in Schedule I
hereto. The Agent may engage the services of any other broker or dealer in
connection with the resale of the Notes purchased as principal and may allow
any portion of the discount received in connection with such purchases from the
Company to such brokers and dealers. At the time of each purchase of Notes by
an Agent as principal, the Agent shall specify the requirements for the
stand-off agreement, officer's certificate, opinion of counsel and comfort
letter pursuant to Sections 4(j), 7(b), 7(c) and 7(d) hereof.
(b) Solicitations as Agents. On the basis of the representations
and warranties herein contained, but subject to the terms and conditions herein
set forth, when agreed by the Company and an Agent, such Agent, as an agent of
the Company, will use its reasonable efforts to solicit offers to purchase the
Notes upon the terms and conditions set forth herein and in the Prospectus.
All Notes sold through an Agent as agent will be sold at 100% of their
principal amount unless otherwise agreed to by the Company and such Agent.
The Company reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Notes through the Agents, as agents,
commencing at any time for any period of time or permanently. Upon receipt of
instructions from the Company, the Agents will forthwith suspend solicitation
of purchases from the Company until such time as the Company has advised the
Agents that such solicitation may be resumed.
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The Company agrees to pay each Agent a commission, in the form of a
discount, equal to the applicable percentage of the principal amount of each
Note sold by the Company as a result of a solicitation made by such Agent as
set forth in Schedule I hereto.
(c) Administrative Procedures. The purchase price, interest rate
or formula, maturity date and other terms of the Notes (as applicable)
specified in Exhibit A hereto shall be agreed upon by the Company and the
applicable Agent and set forth in a pricing supplement to the Prospectus to be
prepared in connection with each sale of Notes. Except as may be otherwise
provided in such supplement to the Prospectus, the Notes will be issued in
denominations of U.S.$1,000 or any larger amount that is an integral multiple
of U.S.$1,000. Administrative procedures with respect to the sale of Notes
shall be agreed upon from time to time by the Agents, the Company and the
Trustee (the "Procedures"). The Agents and the Company agree to perform the
respective duties and obligations specifically provided to be performed by them
in the Procedures.
SECTION 4. Covenants of the Company.
The Company covenants with each Agent as follows:
(a) Notice of Certain Events. The Company will notify the Agents
promptly (i) of the effectiveness of any amendment to the Registration
Statement, (ii) of the transmittal to the SEC for filing of any supplement to
the Prospectus, (iii) of the receipt of any comments from the SEC with respect
to the Registration Statement or the Prospectus, (iv) of any request by the SEC
for any amendment to the Registration Statement or any amendment or supplement
to the Prospectus or for additional information, and (v) of the issuance by the
SEC of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose. The Company
will make every reasonable effort to prevent the issuance of any stop order
and, if any stop order is issued, to obtain the lifting thereof at the earliest
possible moment.
(b) Notice of Certain Proposed Filings. The Company will give the
Agents advance notice of its intention to file or prepare any additional
registration statement with respect to the registration of additional Notes,
any amendment to the Registration Statement or any amendment or supplement to
the Prospectus (other than through (i) the incorporation of information by
reference or (ii) by an amendment or supplement providing solely for a change
in the interest rates of Notes or similar changes or an amendment or supplement
which relates exclusively to an offering of debt securities other than the
Notes). The Company will furnish the Agents with copies of any such additional
registration statement and any such amendment or supplement proposed to be
filed or prepared a reasonable time in advance of such proposed filing or
preparation, as the case may be, and will not file any such additional
registration statement or amendment or supplement or other documents in a form
to which the Agents or counsel for the Agents shall reasonably object.
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(c) Copies of the Registration Statement and the Prospectus. The
Company will deliver to the Agents as many signed and conformed copies of the
Registration Statement (as originally filed) and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein, if
specifically requested by an Agent, and documents incorporated by reference in
the Prospectus) as the Agents may reasonably request. The Company will furnish
to the Agents as many copies of the Prospectus (as amended or supplemented) as
the Agents shall reasonably request so long as the Agents are required to
deliver a Prospectus in connection with sales or solicitations of offers to
purchase the Notes.
(d) Preparation of Pricing Supplements. The Company will prepare,
with respect to any Notes to be sold through or to the Agents pursuant to this
Agreement, a Pricing Supplement with respect to such Notes in a form previously
approved by the Agents and will file such Pricing Supplement pursuant to Rule
424(b)(3) under the 1933 Act not later than the close of business of the SEC on
the fifth business day after the date on which such Pricing Supplement is first
used.
(e) Revisions of Prospectus -- Material Changes. Except as
otherwise provided in subsection (k) of this Section 4, if at any time during
the term of this Agreement any event shall occur or condition exist as a result
of which it is necessary, in the opinion of counsel for the Agents and counsel
for the Company, to amend or supplement the Prospectus in order that the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time the
Prospectus is delivered to a purchaser, or if it shall be necessary, in the
reasonable opinion of both such counsel, to amend or supplement the
Registration Statement or the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, prompt notice shall
be given, and confirmed in writing, to the Agents to cease the solicitation of
offers to purchase the Notes in their capacity as agents and to cease sales of
any Notes the Agents may then own as principal, and the Company will promptly
amend the Registration Statement and the Prospectus, whether by filing
documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be
necessary to correct such untrue statement or omission or to make the
Registration Statement and Prospectus comply with such requirements. The
Agents shall, at such time as the Company shall have furnished to the Agents an
amended or supplemental Prospectus satisfactory to the Agents and their
counsel, resume solicitation of offers to purchase the Notes using the
Prospectus as so amended or supplemented.
(f) Prospectus Revisions -- Periodic Financial Information.
Except as otherwise provided in subsection (k) of this Section 4, on or prior
to the date on which there shall be released to the general public interim
financial statement information related to the Company with respect to each of
the first three quarters of any fiscal year or preliminary financial statement
information with respect to any fiscal year, the Company shall cause the
Prospectus
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to be amended or supplemented to include or incorporate by reference financial
information with respect thereto and corresponding information for the
comparable period of the preceding fiscal year, as well as such other
information and explanations as shall be necessary for an understanding thereof
or as shall be required by the 1933 Act or the 1933 Act Regulations.
(g) Earnings Statements. The Company will make generally
available to its security holders as soon as practicable, but not later than 90
days after the close of the period covered thereby, an earnings statement (in
form complying with the provisions of Rule 158 under the 1933 Act) covering
each twelve month period beginning, in each case, not later than the first day
of the Company's fiscal quarter next following the "effective date" (as defined
in such Rule 158) of the Registration Statement with respect to each sale of
Notes.
(h) Blue Sky Qualifications. The Company will endeavor, in
cooperation with the Agents, to qualify the Notes for offering and sale under
the applicable securities laws of such states and other jurisdictions of the
United States as the Agents may designate, and will maintain such
qualifications in effect for as long as may be required for the distribution of
the Notes; provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject. The Company will file such statements and reports
as may be required by the laws of each jurisdiction in which the Notes have
been qualified as above provided. The Company will promptly advise the Agents
of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Notes for sale in any such state or
jurisdiction or the initiating or threatening of any proceeding for such
purpose.
(i) 1934 Act Filings. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will file promptly
all documents required to be filed with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act.
(j) Stand-Off Agreement. If specified by the Agent in connection
with a purchase by it of Notes as principal, between the date of the agreement
to purchase such Notes and the Settlement Date with respect to such purchase,
the Company will not, without the prior written consent of the Agent who is a
party to such agreement, offer or sell, or enter into any agreement to sell,
any debt securities of the Company in the United States (other than the Notes
that are to be sold pursuant to such agreement and commercial paper in the
ordinary course of business).
(k) Suspension of Certain Obligations. The Company shall not be
required to comply with the provisions of subsections (e) or (f) of this
Section during any period from the time (i) the Agents shall have suspended
solicitation of purchases of the Notes in their capacity as agents pursuant to
a request from the Company and (ii) the Agents shall not then hold any
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Notes purchased as principal pursuant hereto, until the time the Company shall
determine that solicitation of purchases of the Notes should be resumed or the
Agents shall subsequently purchase Notes from the Company as principal.
SECTION 5. Conditions of Obligations.
The obligations of the Agents to purchase Notes as principal and to
solicit offers to purchase the Notes as agents of the Company, and the
obligations of any purchasers of the Notes sold through the Agents as agents,
will be subject to the accuracy of the representations and warranties on the
part of the Company herein and to the accuracy of the statements of the
Company's officers made in any certificate furnished pursuant to the provisions
hereof, to the performance and observance by the Company of all its covenants
and agreements herein contained and to the following additional conditions
precedent:
(a) Legal Opinions. On the date hereof, the Agents shall have
received the following legal opinions, dated as of the date hereof and in form
and substance satisfactory to the Agents:
(1) Opinion of Company Counsel. The opinion of Gary A.
Spiess, Esq., General Counsel of the Company, to the effect that:
(i) The Company is a corporation duly organized,
validly existing and in good standing under the laws of The
Commonwealth of Massachusetts with corporate power and
authority under such laws to own, lease and operate its
properties and conduct its business as described in the
Registration Statement and the Prospectus.
(ii) The Company is duly qualified to transact
business as a foreign corporation and is in good standing in
each jurisdiction in which it owns or leases property of a
nature, or transacts business of a type, that would make such
qualification necessary, except to the extent that the failure
to so qualify or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, considered
as one enterprise.
(iii) Each of FNBB, Casco and Hospital Trust is a
duly organized and validly existing national banking
association under the laws of the United States, continues to
hold a valid certificate to do business as such and has full
power and authority to conduct its business as such; Bank of
Boston Connecticut is a duly organized and validly existing
state-chartered banking association under the laws of the
State of Connecticut, continues to hold a valid certificate
to do business as such and has full power and authority to
conduct its business as such; Bank of Vermont is a duly
organized and validly existing state-chartered
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banking association under the laws of the State of Vermont,
continues to hold a valid certificate to do business as such
and has full power and authority to conduct its business as
such; and each Significant Subsidiary has the authority under
its jurisdiction of organization to own, lease and operate its
properties and to conduct its business.
(iv) Each Significant Subsidiary is duly qualified
to transact business and is in good standing in each
jurisdiction in which it owns or leases property of a nature,
or transacts business of a type, that would make such
qualification necessary, except to the extent that the failure
to so qualify or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, considered
as one enterprise.
(v) The Company is duly registered under the Bank
Holding Company Act of 1956, as amended; and each Significant
Subsidiary is duly authorized to conduct such banking business
in each jurisdiction in which its banking business is
conducted.
(vi) All of the outstanding shares of capital
stock of each Significant Subsidiary have been duly authorized
and validly issued and are fully paid and non-assessable;
except for directors' qualifying shares, all of such shares
are owned by the Company, directly or through one or more
subsidiaries, free and clear of any pledge, lien, security
interest, charge, claim, equity or encumbrance of any kind;
and none of such shares was issued in violation of the
preemptive rights of any stockholder of the Significant
Subsidiaries.
(vii) This Agreement has been duly and validly
authorized, executed and delivered by the Company.
(viii) The Notes have been duly authorized and, when
the global certificates representing the Notes have been duly
executed, authenticated and delivered in the manner provided
for in the applicable Indenture, and issued and paid for in
accordance with the provisions of this Agreement, the Notes
will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their
terms, except as enforcement thereof may be limited by the
receivership, conservatorship and supervisory powers of bank
regulatory agencies generally as well as bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting enforcement of creditors' rights generally or by
general equity principles (regardless of whether enforcement
is considered in a proceeding in equity or at law) and the
availability of equitable remedies, and except further as
enforcement thereof may be limited by (A) requirements that a
claim with respect to any Notes denominated other than in
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<PAGE> 16
U.S. dollars (or a foreign currency or foreign currency unit
judgment in respect of such claim) be converted into United
States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or (B) governmental
authority to limit, delay or prohibit the making of payments
in foreign currency or currency units or payments outside the
United States, and each holder of Notes will be entitled to
the benefits of the applicable Indenture.
(ix) Each Indenture has been duly authorized,
executed and delivered by the Company and, assuming the due
authorization, execution and delivery thereof by the Trustee,
constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by the
receivership, conservatorship and supervisory powers of bank
regulatory agencies generally as well as by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting enforcement of creditors' rights generally and
except as enforcement thereof is subject to general equity
principles (regardless of whether enforcement is considered in
a proceeding in equity or at law) and the availability of
equitable remedies, and except further as enforcement thereof
may be limited by (A) requirements that a claim with respect
to any Notes denominated other than in U.S. dollars (or a
foreign currency or foreign currency unit judgment in respect
of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to
applicable law or (B) governmental authority to limit, delay
or prohibit the making of payments in foreign currency or
currency units or payments outside the United States; and each
Indenture has been duly qualified under the 1939 Act.
(x) The Registration Statement is effective under
the 1933 Act and, to the best knowledge of such counsel, no
stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated under the
1933 Act.
(xi) The Registration Statement and the
Prospectus, excluding the documents incorporated by reference
therein, and each amendment or supplement thereto (except for
the financial statements and other financial or statistical
data included therein or omitted therefrom, as to which such
counsel need express no opinion) as of their respective
effective or issue dates appear on their face to have been
appropriately responsive in all material respects to the
requirements of the 1933 Act and the 1933 Act Regulations.
(xii) The documents incorporated by reference in
the Prospectus (except for the financial statements and other
financial or statistical data included therein
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<PAGE> 17
or omitted therefrom, as to which such counsel need express no
opinion, and except to the extent that any statement therein
is modified or superseded in the Prospectus), as of the dates
they were filed with the SEC and as of the date hereof, appear
on their face to have been appropriately responsive in all
material respects to the requirements of the 1934 Act and the
1934 Act Regulations.
(xiii) Each authorization, approval, consent or
license of any government, governmental instrumentality or
court, domestic or foreign (other than under the 1933 Act, the
1939 Act and the securities or blue sky laws of the various
states), which is required for (A) the valid authorization,
issuance, sale and delivery of the Notes or (B) the execution,
delivery or performance of this Agreement or the Indentures by
the Company has been received.
(xiv) Such counsel does not know of any statutes or
regulations, or any pending or threatened legal or
governmental proceedings, required to be described in the
Prospectus that are not described as required, nor of any
contracts or documents of a character required to be described
or referred to in the Prospectus or to be filed as exhibits to
the Registration Statement that are not described, referred to
or filed as required.
(xv) The descriptions in the Prospectus of the
statutes, regulations, legal or governmental proceedings,
contracts and other documents therein described are accurate
and fairly discuss in all material respects the information
required to be shown.
(xvi) To the knowledge of such counsel, no default
exists in the performance or observance of any material
obligation, agreement, covenant or condition contained in any
contract, indenture, loan agreement, note, lease or other
agreement or instrument that is described or referred to in
the Prospectus or filed as an exhibit to the Registration
Statement.
(xvii) The execution and delivery of this
Agreement and the Indentures, the consummation by the Company
of the transactions contemplated herein and therein and
compliance by the Company with the terms of this Agreement and
the Indentures do not and will not result in any violation of
the charter or by-laws of the Company or any Significant
Subsidiary and do not and will not conflict with, or result in
a breach of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the
Company or any Significant Subsidiary under (a) any indenture,
mortgage or loan agreement or any other agreement or
instrument known to such counsel, to which the
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Company or any Significant Subsidiary is a party or by which
it may be bound or to which any of its properties may be
subject (except for such conflicts, breaches or defaults or
liens, charges or encumbrances that would not have a material
adverse effect on the condition (financial or otherwise),
earnings, business affairs or business prospects of the
Company and its subsidiaries, considered as one enterprise),
(b) any existing applicable law, rule or regulation (other
than the securities or blue sky laws of the various states, as
to which such counsel need express no opinion), or (c) any
judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any Significant Subsidiary or
any of its properties.
(2) Opinion of Counsel to the Agents. The opinion of
Brown & Wood, counsel to the Agents, covering the matters referred to
in subparagraph (1) under the subheadings (i) and (vii) to (xi),
inclusive, above.
(3) In giving their opinions required by subsection
(a)(1) and (a)(2) of this Section, Gary A. Spiess, Esq. and Brown &
Wood shall each additionally state that nothing has come to their
attention that would lead them to believe that the Registration
Statement, at the time it became effective or, if an amendment to the
Registration Statement or an Annual Report on Form 10-K has been filed
by the Company with the SEC subsequent to the effectiveness of the
Registration Statement, then at the time such amendment became
effective or at the time of the most recent such filing, as the case
may be, or at the date hereof, contained or contains an untrue
statement of a material fact or omitted or omits to state a material
fact required to be stated therein or necessary in order to make the
statements therein not misleading or that the Prospectus, as amended
or supplemented at the date hereof, or (if such opinion is being
delivered in connection with the purchase of Notes by an Agent as
principal pursuant to Section 7(c) hereof) at the date of any
agreement by the Agent to purchase Notes as principal and at the
Settlement Date with respect thereto, as the case may be, included or
includes an untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading.
(b) Officers' Certificate. At the date hereof, the Agents shall
have received a certificate, dated the date hereof, of the President or Vice
President or person holding a functional title of equivalent rank and the chief
financial or chief accounting officer of the Company, to the effect that (i)
since the respective dates as of which information is given in the Registration
Statement and the Prospectus or since the date of any agreement by an Agent to
purchase Notes as principal, there has not been any material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the
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ordinary course of business, (ii) the other representations and warranties of
the Company contained in Section 2 hereof are true and correct with the same
force and effect as though expressly made at and as of the date of such
certificate, (iii) the Company has performed or complied with all agreements
and satisfied all conditions on its part to be performed or satisfied at or
prior to the date of such certificate, and (iv) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been initiated or threatened by the SEC.
(c) Comfort Letter. On the date hereof, the Agents shall have
received a letter from Coopers & Lybrand, dated as of the date hereof and in
form and substance satisfactory to the Agents, to the effect that:
(i) They are independent public accountants with respect
to the Company and its subsidiaries within the meaning of the 1933 Act
and the applicable published 1933 Act Regulations.
(ii) In their opinion, the audited consolidated financial
statements and the related consolidated financial statement schedules
of the Company and its subsidiaries included or incorporated by
reference in the Company's most recently filed annual report on Form
10-K comply as to form in all material respects with the applicable
accounting requirements of the 1933 Act and the 1933 Act Regulations
with respect to registration statements on Form S-3 and the 1934 Act
and the 1934 Act Regulations with respect to annual reports on Form
10-K.
(iii) On the basis of procedures (but not an examination in
accordance with generally accepted auditing standards) consisting of a
reading of the minutes of all meetings of the stockholders and
directors of the Company and of FNBB and the minutes of meetings of
the Executive, Audit and Compensation and Nominating Committees of the
Board of Directors of the Company from the date of the latest audited
consolidated financial statements of the Company, a reading of the
unaudited consolidated financial statements of the Company and its
subsidiaries included or incorporated by reference in each of the
Company's quarterly reports on Form 10-Q filed prior to the date
hereof and subsequent to the Form 10-K described in (ii) above, a
reading of the most recent consolidated financial statement of the
Company, and inquiries of certain officials of the Company and its
subsidiaries responsible for financial and accounting matters, all
such inquiries and procedures being carried out to a specified date
not more than five business days prior to the date of the letter,
nothing came to their attention that caused them to believe that: (A)
the unaudited consolidated financial statements included or
incorporated by reference in each quarterly report on Form 10-Q do not
comply as to form in all material respects with the applicable
accounting requirements of the 1934 Act and the 1934 Act Regulations
with respect to Form 10-Q, or (B) such unaudited consolidated
financial statements are not in
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<PAGE> 20
conformity with generally accepted accounting principles applied on a
basis substantially consistent with that of the audited consolidated
financial statements referred to above, except as disclosed in the
notes to such unaudited consolidated financial statements or as
otherwise described in such letter, or (C) there was any increase at
the specified date in the consolidated notes payable of the Company
and its consolidated subsidiaries or any increase in the number of
outstanding shares of common stock, perpetual preferred stock or other
capital securities of the Company acceptable to the Company's primary
federal regulator, or any decrease in the stockholder's equity of the
Company, in each case as compared with the amounts shown on the most
recent balance sheet of the Company and its subsidiaries included or
incorporated by reference in the Registration Statement, except in
each case for changes, decreases or increases that the Registration
Statement discloses have occurred or may occur, or which are disclosed
in the letter, or (D) for the period from the date of the latest
consolidated balance sheet of the Company and its subsidiaries
included or incorporated by reference in the Prospectus to such
specified date, there was any decrease in the Company's consolidated
net interest revenue or increase in consolidated non-interest expense,
in each case as compared with the comparable period in the preceding
year, except in each case for any increases or decreases that the
Registration Statement discloses have occurred or may occur, or which
are disclosed in the letter.
(iv) Such letter shall further state that, in addition to
their examinations, inspections, inquiries and other procedures
referred to therein, they have performed such other procedures,
specified by the Agents, not constituting an audit, as they have
agreed to perform and report on with respect to certain amounts,
percentages, numerical data and other financial information in the
most recently filed Form 10-K, each Form 10-Q incorporated by
reference in the Registration Statement, the Prospectus and the
exhibits to the Registration Statement or in other documents
incorporated by reference in the Prospectus, and have compared certain
of such amounts, percentages, numerical data and financial information
with, and have found such items to be in agreement with or derived
from, the detailed accounting and financial records of the Company and
its subsidiaries.
(d) Other Documents. On the date hereof and on each Settlement
Date, counsel to the Agents shall have been furnished with such documents and
opinions as such counsel may reasonably require for the purpose of enabling
such counsel to pass upon the issuance and sale of Notes as herein contemplated
and related proceedings, or in order to evidence the accuracy and completeness
of any of the representations and warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of Notes as herein contemplated shall be
satisfactory in form and substance to the Agents and to counsel to the Agents.
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If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement (or, at the
option of the Agent, any applicable agreement by an Agent to purchase Notes as
principal) may be terminated by the Agents by notice to the Company at any time
and any such termination shall be without liability of any party to any other
party, except that the covenant regarding provision of an earnings statement
set forth in Section 4(g) hereof, the provisions concerning payment of
expenses under Section 10 hereof, the indemnity and contribution agreements set
forth in Sections 8 and 9 hereof, the provisions concerning the
representations, warranties and agreements to survive delivery of Section 11
hereof, the provisions relating to governing law set forth in Section 14 and
the provisions set forth under "Parties" of Section 15 hereof shall remain in
effect.
SECTION 6. Delivery of and Payment for Notes Sold through an Agent.
Delivery of Notes sold through an Agent as agent shall be made by the
Company to such Agent for the account of any purchaser only against payment
therefor in immediately available funds. In the event that a purchaser shall
fail either to accept delivery of or to make payment for a Note on the date
fixed for settlement, the Agent shall promptly notify the Company and deliver
the Note to the Company, and, if the Agent has theretofore paid the Company for
such Note, the Company will promptly return such funds to the Agent. If such
failure occurred for any reason other than default by the applicable Agent in
the performance of its obligations hereunder, the Company will reimburse such
Agent on an equitable basis for its loss of the use of the funds for the period
such funds were credited to the Company's account.
SECTION 7. Additional Covenants of the Company.
The Company covenants and agrees with each Agent that:
(a) Reaffirmation of Representations and Warranties. Each
acceptance by it of an offer for the purchase of Notes (whether to an Agent as
principal or through the Agent as agent), and each delivery of Notes to an
Agent (whether to an Agent as principal or through an Agent as agent), shall be
deemed to be an affirmation that the representations and warranties of the
Company contained in this Agreement and in any certificate theretofore
delivered to the Agent pursuant hereto are true and correct at the time of such
acceptance or sale, as the case may be, and an undertaking that such
representations and warranties will be true and correct at the time of delivery
to the purchaser or its agent, or to the applicable Agent, of the Note or Notes
relating to such acceptance or sale, as the case may be, as though made at and
as of each such time (and it is understood that such representations and
warranties shall relate to the Registration Statement and Prospectus as amended
and supplemented to each such time).
(b) Subsequent Delivery of Certificates. Each time that (i) the
Registration Statement or the Prospectus shall be amended or supplemented
(other than by an amendment
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<PAGE> 22
or supplement providing solely for a change in the interest rates of Notes or
similar changes, and, unless the Agents shall otherwise specify, other than by
an amendment or supplement which relates exclusively to an offering of debt
securities other than the Notes), (ii) there is filed with the SEC any document
incorporated by reference into the Prospectus (other than any Current Report on
Form 8-K relating exclusively to the issuance of debt securities under the
Registration Statement, unless the Agents shall otherwise specify), (iii) (if
required in connection with the purchase of Notes by an Agent as principal) the
Company sells Notes to an Agent as principal or (iv) if the Company issues and
sells Notes in a form not previously certified to the Agents by the Company,
the Company shall furnish or cause to be furnished to the Agents forthwith a
certificate dated the date of filing with the SEC of such supplement or
document, the date of effectiveness of such amendment, or the date of such
sale, as the case may be, in form satisfactory to the Agents to the effect that
the statements contained in the certificate referred to in Section 5(b) hereof
which was last furnished to the Agents are true and correct at the time of such
amendment, supplement, filing or sale, as the case may be, as though made at
and as of such time (except that such statements shall be deemed to relate to
the Registration Statement and the Prospectus as amended and supplemented to
such time) or, in lieu of such certificate, a certificate of the same tenor as
the certificate referred to in said Section 5(b), modified as necessary to
relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such certificate.
(c) Subsequent Delivery of Legal Opinions. Each time that (i) the
Registration Statement or the Prospectus shall be amended or supplemented
(other than by an amendment or supplement providing solely for a change in the
interest rates of the Notes or similar changes or solely for the inclusion of
additional financial information, and, unless the Agents shall otherwise
specify, other than by an amendment or supplement which relates exclusively to
an offering of debt securities other than the Notes), (ii) there is filed with
the SEC any document incorporated by reference into the Prospectus (other than
any Current Report on Form 8-K, unless the Agent shall otherwise specify),
(iii) (if required in connection with the purchase of Notes by an Agent as
principal) the Company sells Notes to an Agent as principal or (iv) if the
Company issues and sells Notes in a form not previously certified to the Agents
by the Company, the Company shall furnish or cause to be furnished forthwith to
the Agents and to counsel to the Agents a written opinion of Gary A. Spiess,
Esq., General Counsel of the Company, or other counsel satisfactory to the
Agents dated the date of filing with the SEC of such supplement or document,
the date of effectiveness of such amendment, or the date of such sale, as the
case may be, in form and substance satisfactory to the Agents, of the same
tenor as the opinion referred to in Sections 5(a)(1) and 5(a)(3) hereof, but
modified, as necessary, to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of delivery of such opinion;
or, in lieu of such opinion, counsel last furnishing such opinion to the Agents
shall furnish the Agents with a letter to the effect that the Agents may rely
on such last opinion to the same extent as though it was dated the date of such
letter authorizing reliance (except that statements in such last opinion shall
be deemed to
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relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such letter authorizing reliance).
(d) Subsequent Delivery of Comfort Letters. Each time that (i)
the Registration Statement or the Prospectus shall be amended or supplemented
to include additional financial information or there is filed with the SEC any
document incorporated by reference into the Prospectus which contains
additional financial information, or (ii) (if required in connection with the
purchase of Notes by an Agent as principal) the Company sells Notes to an Agent
as principal, the Company shall cause Coopers & Lybrand forthwith to furnish
the Agents a letter, dated the date of effectiveness of such amendment,
supplement or document with the SEC, or the date of such sale, as the case may
be, in form satisfactory to the Agents, of the same tenor as the portions of
the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but
modified to relate to the Registration Statement and Prospectus, as amended and
supplemented to the date of such letter, and of the same general tenor as the
portions of the letter referred to in clauses (iii) and (iv) of said Section
5(c) with such changes as may be necessary to reflect changes in the financial
statements and other information derived from the accounting records of the
Company.
SECTION 8. Indemnification.
(a) Indemnification of the Agents. The Company agrees to
indemnify and hold harmless each Agent and each person, if any, who controls
each Agent within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), or the omission
or alleged omission therefrom of a material fact necessary to make the
statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact included in
the Prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary to
make the statements therein, in the light of the circumstances under
which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of
the Company; and
23
<PAGE> 24
(iii) against any and all expense whatsoever, as incurred,
(including the fees and disbursements of counsel chosen by the Agents)
reasonably incurred in investigating, preparing or defending against
any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based
upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid
under (i) or (ii) above.
provided, however, that this indemnity agreement does not apply to any loss,
liability, claim, damage or expense to the extent arising out of an untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Agents expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto);
(b) Indemnification of Company. Each Agent severally agrees to
indemnify and hold harmless the Company, its directors, each of its officers
who signed the Registration Statement, and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act against any and
all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity
with written information furnished to the Company by the Agents expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto).
(c) General. Each indemnified party shall give prompt notice to
each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of such action. In no
event shall the indemnifying parties be liable for the fees and expenses of
more than one counsel (in addition to any local counsel) for all indemnified
parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances.
SECTION 9. Contribution.
In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 8 hereof
is for any reason held to be unavailable to or insufficient to hold harmless
the indemnified parties although applicable in accordance with its terms, the
Company and the Agents shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity
agreement
24
<PAGE> 25
incurred by the Company and the Agents, as incurred, in such proportions that
each Agent is responsible for that portion represented by the percentage that
the total commissions and underwriting discounts received by such Agent to the
date of such liability bears to the total sales price from the sale of Notes
sold to or through such Agent to the date of such liability, and the Company is
responsible for the balance; provided, however, that (i) in no case shall any
Agent be liable or responsible for any amount in excess of the total
commissions and underwriting discounts received by such Agent to the date of
such liability and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each person, if any, who
controls each Agent within the meaning of Section 15 of the 1933 Act shall have
the same rights to contribution as such Agent, and each director of the
Company, each officer of the Company who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as the Company.
SECTION 10. Payment of Expenses.
The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:
(a) The preparation and filing of the Registration Statement and
all amendments thereto and the Prospectus and any amendments or supplements
thereto;
(b) The preparation, filing and reproduction of this Agreement;
(c) The preparation, printing, issuance and delivery of the Notes,
including any fees and expenses relating to the use of book-entry notes;
(d) The fees and disbursements of the Company's accountants and
counsel, of the Trustee and its counsel, and of any Calculation Agent or
Exchange Rate Agent;
(e) The reasonable fees and disbursements of counsel to the Agents
incurred in connection with the establishment of the program relating to the
Notes and incurred from time to time in connection with the transactions
contemplated hereby;
(f) The qualification of the Notes under state securities laws in
accordance with the provisions of Section 4(h) hereof, including filing fees
and the reasonable fees and disbursements of counsel for the Agents in
connection therewith and in connection with the preparation of any Blue Sky
Survey and any Legal Investment Survey;
25
<PAGE> 26
(g) The printing and delivery to the Agents in quantities as
hereinabove stated of copies of the Registration Statement and any amendments
thereto, and of the Prospectus and any amendments or supplements thereto;
(h) The preparation, printing, reproducing and delivery to the
Agents of copies of the Indenture and all supplements and amendments thereto;
(i) Any fees charged by rating agencies for the rating of the
Notes;
(j) The fees and expenses incurred in connection with the listing
of the Notes on any securities exchange;
(k) The fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.;
(l) Any advertising and other out-of-pocket expenses of the Agents
incurred with the approval of the Company; and
(m) The cost of providing any CUSIP or other identification
numbers for the Notes.
SECTION 11. Representations, Warranties and Agreements to Survive
Delivery.
All representations, warranties and agreements contained in this
Agreement or in certificates of officers of the Company submitted pursuant
hereto or thereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Agents or any
controlling person of an Agent, or by or on behalf of the Company, and shall
survive each delivery of and payment for any of the Notes.
SECTION 12. Termination.
(a) Termination of this Agreement. This Agreement (excluding any
agreement hereunder by an Agent to purchase Notes as principal) may be
terminated for any reason, at any time by either the Company or any of the
Agents as to itself, immediately upon the giving of 30 days written notice of
such termination to the other parties hereto.
(b) Termination of Agreement to Purchase Notes as Principal. Any
Agent may terminate any agreement hereunder by such Agent to purchase Notes as
principal, immediately upon notice to the Company, at any time prior to the
Settlement Date relating thereto (i) if there has been, since the date of such
agreement or since the respective dates as of which information is given in the
Registration Statement, any material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business prospects of the
26
<PAGE> 27
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, or (ii) if there shall have
occurred any outbreak or escalation of existing hostilities or other national
or international calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the judgment of such
Agent, impracticable to market the Notes or enforce contracts for the sale of
the Notes, or (iii) if trading in any securities of the Company has been
suspended by the SEC or the National Association of Securities Dealers, Inc.,
or if trading generally on the New York Stock Exchange, the Boston Stock
Exchange or in the over-the- counter market shall have been suspended, or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of said exchanges or by
order of the SEC any exchange on which such securities are listed or any other
governmental authority with appropriate jurisdiction over such matters, or (iv)
if a banking moratorium shall have been declared by either Federal or New York
authorities or if a banking moratorium shall have been declared by the relevant
authorities in the country or countries of origin of any foreign currency or
currencies in which the Notes are denominated or payable, or (v) if the rating
assigned by any nationally recognized securities rating agency to any debt
securities of the Company as of the date of any applicable principal purchase
shall have been lowered since that date or if any such rating agency shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any debt securities of the Company.
(c) General. In the event of any such termination, no party will
have any liability to any other party hereto, except that (i) the Agents shall
be entitled to any commission earned in accordance with the third paragraph of
Section 3(b) hereof, (ii) if at the time of termination (a) an Agent shall own
any Notes purchased by it as principal with the intention of reselling them or
(b) an offer to purchase any of the Notes has been accepted by the Company but
the time of delivery to the purchaser or his agent of the Note or Notes
relating thereto has not occurred, the covenants set forth in Sections 4 and 7
hereof shall remain in effect until such Notes are so resold or delivered, as
the case may be, and (iii) the covenant set forth in Section 4(g) hereof, the
provisions of Section 10 hereof, the indemnity and contribution agreements set
forth in Sections 8 and 9 hereof, and the provisions of Sections 11, 14 and 15
hereof shall remain in effect.
SECTION 13. Notices.
Unless otherwise provided herein, all notices required under the terms
and provisions hereof shall be in writing, either delivered by hand, by mail or
by telex, telecopier or telegram, and any such notice shall be effective when
received at the address specified below.
If to the Company:
Bank of Boston Corporation
27
<PAGE> 28
100 Federal Street
Boston, Massachusetts 02110
Attention: Kathleen M. McGillycuddy, Managing Director
Fax: (617) 434-0501
With a copy to:
Bank of Boston Corporation
100 Federal Street
Boston, Massachusetts 02110
Attention: Gary A. Spiess, General Counsel
Fax: (617) 434-7980
If to Merrill Lynch & Co.:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower - 10th Floor
World Financial Center
New York, New York 10281-1310
Attention: MTN Product Management
Fax: (212) 449-2234
If to Goldman, Sachs & Co.:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Registration Department
Fax: (212) 902-4103
If to Lehman Brothers Inc.:
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
28
<PAGE> 29
Attention: Medium-Term Note Department, 12th Floor
Fax: (212) 528-1718
If to PaineWebber Incorporated:
PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019
Attention: Corporate Finance
Fax: (212) 713-1054
or at such other address as such party may designate from time to time by
notice duly given in accordance with the terms of this Section 13.
SECTION 14. Governing Law; Forum.
This Agreement and all the rights and obligations of the parties shall
be governed by and construed in accordance with the laws of the State of New
York applicable to agreements made and to be performed in such State. Any
suit, action or proceeding brought by the Company against an Agent in
connection with or arising under this Agreement shall be brought solely in the
state or federal court of appropriate jurisdiction located in the Borough of
Manhattan, The City of New York.
SECTION 15. Parties.
This Agreement shall inure to the benefit of and be binding upon the
Agents and the Company and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto and their respective
successors and the controlling persons and officers and directors referred to
in Sections 8 and 9 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Notes shall
be deemed to be a successor by reason merely of such purchase.
SECTION 16. Counterparts.
29
<PAGE> 30
This Agreement may be executed in one or more counterparts and when a
counterpart has been executed by each party, all such counterparts taken
together shall constitute one and the same agreement.
30
<PAGE> 31
If the foregoing is in accordance with the Agents' understanding of
our agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement among the Agents and the Company in accordance with its terms.
Very truly yours,
BANK OF BOSTON CORPORATION
By: _______________________________
Name:
Title:
Accepted:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: __________________________________
Name:
Title:
________________________________________
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.
By: __________________________________
Name:
Title:
PAINEWEBBER INCORPORATED
By: __________________________________
31
<PAGE> 32
Name:
Title:
32
<PAGE> 33
EXHIBIT A
The following terms, if applicable, shall be agreed to by the
applicable Agent and the Company in connection with each sale of Notes:
Principal Amount: $_______
(or principal amount of foreign currency)
Interest Rate:
If Fixed Rate Note, Interest Rate:
If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate:
Spread or Spread Multiplier, if any:
Interest Reset Date(s):
Interest Payment Date(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Reset Period:
Interest Payment Period:
Calculation Agent:
If Redeemable:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
If Repayable:
Optional Repayment Date(s):
Date of Maturity:
Purchase Price: ___%
Settlement Date and Time:
Currency of Denomination:
Denominations (if currency is other than U.S. dollar):
Currency of Payment:
Additional Terms:
Also, in connection with the purchase of Notes by an Agent as principal,
agreement as to whether the following will be required:
Officers' Certificate pursuant to Section 7(b) of the Distribution
Agreement.
Legal Opinion pursuant to Section 7(c) of the Distribution Agreement.
Comfort Letter pursuant to Section 7(d) of the Distribution Agreement.
<PAGE> 34
Stand-off Agreement pursuant to Section 4(j) of the Distribution
Agreement.
<PAGE> 35
SCHEDULE I
As compensation for the services of the Agents hereunder, the Company
shall pay the applicable Agent, on a discount basis, a commission for the sale
of each Note equal to the principal amount of such Note multiplied by the
appropriate percentage set forth below:
<TABLE>
<CAPTION>
PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT
- --------------- ----------------
<S> <C>
From 9 months to less than 1 year . . . . . . . . . . . . . . . . . . . .125%
From 1 year to less than 18 months . . . . . . . . . . . . . . . . . . .150
From 18 months to less than 2 years . . . . . . . . . . . . . . . . . . .200
From 2 years to less than 3 years . . . . . . . . . . . . . . . . . . . .250
From 3 years to less than 4 years . . . . . . . . . . . . . . . . . . . .350
From 4 years to less than 5 years . . . . . . . . . . . . . . . . . . . .450
From 5 years to less than 6 years . . . . . . . . . . . . . . . . . . . .500
From 6 years to less than 7 years . . . . . . . . . . . . . . . . . . . .550
From 7 years to less than 10 years . . . . . . . . . . . . . . . . . . .600
From 10 years to less than 15 years . . . . . . . . . . . . . . . . . . .625
From 15 years to less than 20 years . . . . . . . . . . . . . . . . . . .700
From 20 years to 30 years . . . . . . . . . . . . . . . . . . . . . . . .750
Greater than 30 years. . . . . . . . . . . . . . . . . . . . . . . . . *
</TABLE>
* As agreed to by the Company and the applicable Agent at the time of
sale.
<PAGE> 1
[FORM OF SENIOR FIXED RATE GLOBAL MEDIUM-TERM NOTE]
THIS NOTE IS A DIRECT, UNCONDITIONAL UNSECURED AND UNSUBORDINATED OBLIGATION OF
BANK OF BOSTON CORPORATION (THE "CORPORATION"), IS NOT A SAVINGS ACCOUNT,
DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF THE
CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SENIOR
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY"), OR ITS NOMINEE, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
BENEFICIAL INTERESTS IN THIS CERTIFICATE WILL BE SHOWN ON, AND TRANSFERS
THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY AND
ITS PARTICIPANTS. THE FIRST NATIONAL BANK OF BOSTON, IN BOSTON, MASSACHUSETTS
AND BANCBOSTON TRUST COMPANY OF NEW YORK IN THE BOROUGH OF MANHATTAN, THE CITY
OF NEW YORK (COLLECTIVELY, THE "PAYING AGENTS") WILL ACT AS THE CORPORATION'S
PAYING AGENTS WITH RESPECT TO THIS NOTE. THE CORPORATION MAY AT ANY TIME
RESCIND THE DESIGNATION OF A PAYING AGENT, APPOINT A SUCCESSOR PAYING AGENT OR
APPROVE A CHANGE IN THE OFFICE THROUGH WHICH ANY PAYING AGENT ACTS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE CORPORATION OR ITS AGENTS FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
1
<PAGE> 2
REGISTERED PRINCIPAL AMOUNT
No. FX _______________ CUSIP No. _______________ _______________
BANK OF BOSTON CORPORATION
SENIOR MEDIUM-TERM NOTE
(Fixed Rate)
<TABLE>
<CAPTION>
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
<S> <C>
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT Authorized Denomin
(if other than IN SPECIFIED CURRENCY ations:
U.S. dollars) (only applicable if
Specified Currency is [ ] $1,000 and integral
other than U.S. dollars): multiples thereof.
[ ] Yes [ ] No [ ] Other:
EXCHANGE RATE AGENT:
INTEREST PAYMENT DATE(S) REGULAR RECORD DATES
[ ] At Maturity only (FOR NOTES WITH MATURITIES
[ ] June 15 and December 15 GREATER THAN ONE YEAR):
[ ] Other: [ ] June 1 AND December 1
[ ] OTHER:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO .
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
ORIGINAL ISSUE DISCOUNT NOTE:
DEFAULT RATE: [ ] Yes
[ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS: Issue Price: %
</TABLE>
2
<PAGE> 3
Bank of Boston Corporation, a Massachusetts corporation ("Issuer" or the
"Corporation", which terms include any successor corporation under the Senior
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal amount stated above on the
Stated Maturity Date specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date), and to pay interest thereon at the Interest
Rate per annum specified above, until the principal hereof is paid or duly made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the Default Rate per annum specified above on
any overdue principal and premium, if any, and on any overdue installment of
interest.
The Corporation will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date next succeeding
the Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Senior Indenture, being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date falls between a Regular
Record Date (as defined below) and the next succeeding Interest Payment Date,
interest payments will commence on the Interest Payment Date immediately
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date. Unless otherwise specified above,
the "Regular Record Date" with respect to any Interest Payment Date shall be
the June 1 or December 1 (whether or not a Business Day (as defined below)), as
the case may be, next preceding the applicable Interest Payment Date. Interest
on this Note will accrue from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for or, if no interest
has been paid or duly provided for, from and including the Original Issue Date
specified above, to but excluding such Interest Payment Date or Maturity, as
the case may be. If the Maturity or an Interest Payment Date for this Note
falls on a day which is not a Business Day, the related payment of principal,
premium, if any, or interest will be made on the next succeeding Business Day
with the same force and effect as if made on such Maturity or Interest Payment
Date, as the
3
<PAGE> 4
case may be, and no interest shall accrue on the amount so payable for the
period from and after such Maturity or Interest Payment Date, as the case may
be. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Senior Indenture, be paid to the
Person in whose name this Note (or one or more predecessor securities) is
registered at the close of business on the Regular Record Date for such
Interest Payment Date. Any such interest which is payable, but not punctually
paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and may be paid to the Person in whose name
this Note 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, or may be paid at any time in any other lawful
manner, all as more fully provided in the Senior Indenture. Interest payable
at Maturity will be payable to the Person to whom the principal hereof shall be
payable.
This Note will constitute Senior Indebtedness (as defined in the Senior
Indenture) ranking on a parity with other unsecured Senior Indebtedness of the
Corporation.
Reference herein to "this Note", "hereof", "herein" and comparable terms
shall include an Addendum hereto if an Addendum is specified above.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, 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 the
Authenticating Agent by the manual signature of one of its authorized
signatories, this Note shall not be valid or obligatory for any purpose.
4
<PAGE> 5
IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed.
BANK OF BOSTON CORPORATION
[SEAL] By:
Name:
Title:
Attest:
By: _________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This Note is one of the Securities
referred to in the Senior Indenture
referred to herein.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: The First National Bank of Boston, as
Authenticating Agent
By: ________________________ Dated: ______________
Name:
Title:
5
<PAGE> 6
[Reverse of Note]
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Corporation designated as its Senior
Medium-Term Notes (the "Notes"). The Notes are issued and to be issued under a
Senior Indenture dated as of June 15, 1992 (herein the "Senior Indenture")
between the Corporation and Norwest Bank Minnesota, National Association,
Trustee (the "Trustee" which term shall include any duly appointed successor
trustee acting in such capacity), to which Senior Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Corporation, the Trustee and the Holders of the
Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. Copies of the Senior Indenture are on file and
available for inspection at the offices of the Trustee located at 6th Street
and Marquette Avenue, Minneapolis, Minnesota 55479 or at such other place or
places the Trustee shall designate by notice to the person in whose name this
Note is registered (the "Holder") on the Security Register (as defined below).
The terms of individual Notes may vary with respect to interest rates or
interest rate formulas, issue dates, maturity, redemption, repayment, currency
of payment and otherwise.
The Notes are issuable only in registered form without coupons in the
Authorized Denominations specified on the face hereof. As provided in the
Senior Indenture and subject to certain limitations therein set forth, the
Notes are exchangeable for a like aggregate principal amount of Notes
denominated as authorized, as requested by the Holder surrendering the same.
Unless otherwise specified herein, payments of principal of and premium,
if any, and interest on this Note are payable by the Corporation in the
Specified Currency specified on the face hereof (or, if such Specified Currency
is not at the time of such payment legal tender for the payment of public and
private debts, in such other coin or currency of the country which issued such
Specified Currency as at the time of such payment is legal tender for the
payment of such debts). If the Specified Currency specified on the face hereof
is other than United States dollars, any such amounts paid by the Corporation
will be converted by the Exchange Rate Agent specified on the face hereof into
United States dollars for payment to the Holder of this Note.
If the Specified Currency on the face hereof is other than United States
dollars, any United States dollar amount to be
6
<PAGE> 7
received by the Holder of this Note will be based on the highest bid quotation
in The City of New York received by the Exchange Rate Agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Corporation for the purchase by the quoting dealer of the
Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders
of Foreign Currency Notes denominated in a currency other than United States
dollars scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the Holder of this Note by deductions from such payments. If
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.
The Holder of this Note may elect to receive payment of the principal of
and premium, if any, and/or interest on this Note in the Specified Currency
specified on the face hereof by submitting a written request for such payment
to the Trustee at its principal corporate trust office in Minneapolis,
Minnesota on or prior to the applicable Record Date or at least fifteen
calendar days prior to the Maturity, as the case may be. Such written request
may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. The Holder of this Note may elect to receive payment
in the applicable Specified Currency for all such principal, premium, if any,
and interest payments and need not file a separate election for each payment.
Such election will remain in effect until revoked by written notice to the
Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Record Date or at least fifteen calendar
days prior to the Maturity, as the case may be.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest in the Specified Currency
specified on the face hereof and the applicable Specified Currency is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Corporation, the Corporation shall be entitled to
satisfy its obligations to the Holder hereof by making such payment in United
States dollars on the basis of the Market Exchange Rate on the second Business
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as
7
<PAGE> 8
otherwise provided herein. The "Market Exchange Rate" for a Specified Currency
other than United States dollars means the noon dollar buying rate in The City
of New York for cable transfer for such Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
United States dollars where the required payment is in a Specified Currency
other than United States dollars will not constitute an Event of Default under
the Senior Indenture with respect to this Note.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest hereon in the Specified
Currency specified on the face hereof and such Specified Currency is European
Currency Units ("ECUs") or another currency unit, and such currency unit is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Corporation's control, then the Corporation shall be entitled, but
not required, to make any payments in respect of this Note in United States
dollars until such currency unit is again available. The amount of each
payment in United States dollars shall be computed on the basis of the
equivalent of the currency unit in United States dollars, which shall be
determined by the Exchange Rate Agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts
that were components of the currency unit as of the last day on which the
currency unit was used. The equivalent of the currency unit in United States
dollars shall be calculated by aggregating the United States dollar equivalents
of the Component Currencies. The United States dollar equivalent of each of
the Component Currencies shall be determined by the Exchange Rate Agent on the
basis of the most recently available Market Exchange Rate for each such
Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
8
<PAGE> 9
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder hereof.
Except as otherwise provided in the Senior Indenture and as set forth
below, the Notes will be represented by one or more global securities,
registered in the name of the Depositary or its nominee and ownership of the
Notes shall be maintained in book-entry form by the Depositary for the accounts
of participating organizations of the Depositary. This Note is exchangeable
for definitive Notes in registered form to persons other than the Depositary or
its nominee only if (a) the Depositary notifies the Corporation in writing that
it is no longer willing or able to continue as a depositary for the Notes or if
the Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and a successor depositary is not appointed
by the Corporation within ninety days after the effective date of the
Depositary's ceasing to act as depositary for the Notes, (b) the Corporation,
at its option, notifies the Trustee in writing that it elects to cause the
issuance of Notes in definitive form, or (c) any event shall have happened and
be continuing which, after notice or lapse of time, or both, would constitute
an Event of Default with respect to the Notes. In the event of such
occurrences, upon the surrender by the Depositary or a successor depositary of
this Note the Corporation will execute, and the Trustee will, upon the
execution of the then standard form of the Trustee's agreement for certificated
securities and upon receipt of instructions in writing from the Corporation,
authenticate and deliver securities of like tenor and terms in definitive form
to each person that the Depositary or a successor depositary identifies as the
beneficial owner of an interest in this Note in an aggregate principal amount
equal to the principal amount of Notes represented by this Note then
outstanding in exchange for this Note. Any such certificated security will be
issued in fully registered form, without coupons, in an Authorized Denomination
specified on the face hereof. Such certificated security may not subsequently
be exchanged by a Holder for Notes in denominations of less than the minimum
Authorized Denomination specified on the face hereof.
This Note is not subject to any sinking fund or to the defeasance or
covenant defeasance provisions of the Senior
9
<PAGE> 10
Indenture and, unless otherwise provided above in accordance with the
provisions of the following paragraphs, is not redeemable or repayable prior to
the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Corporation on
any date on and after the Initial Redemption Date, if any, specified above. If
no Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (or, if the Specified Currency indicated on the
face hereof is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof) at the option of the Corporation at
the applicable Redemption Price (as defined below), together with unpaid
interest, if any, accrued hereon at the applicable rate payable to the date of
redemption (each such date, a "Redemption Date"), on written notice given not
more than 60 nor less than 30 calendar days prior to the Redemption Date. In
the event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof. Whenever less than all the Notes at any time outstanding
are to be redeemed, the terms of the Notes to be so redeemed shall be selected
by the Corporation. In the event of redemption of this Note in part only, a
new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall initially
be the Initial Redemption Percentage, specified above, of the principal amount
of this Note to be redeemed and, if greater than 100%, shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified above, of the principal amount to be redeemed
until the Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder on the
Optional Repayment Date(s), if any, indicated above. If no Optional Repayment
Date(s) are set forth above, this Note is not subject to repayment at the
option of the Holder hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part in increments
of $1,000 (or, if the Specified Currency indicated on the face hereof is other
than United States dollars, in the minimum Authorized Denomination specified on
the face hereof) at the option of the Holder hereof at a repayment price equal
to the
10
<PAGE> 11
sum of (i) 100% of the unpaid principal amount to be repaid plus (ii) accrued
interest, if any, hereon at the applicable rate payable to the relevant
Optional Repayment Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the form entitled
"Option to Elect Repayment" below duly completed, by one of the Paying Agents
at its office, or such address which the Corporation shall from time to time
notify the Holders of the Notes, not more than 60 nor less than 30 days prior
to the relevant Optional Repayment Date. Exercise of such repayment option by
the Holder hereof shall be irrevocable. In the event of repayment of this Note
in part only, a new Note for the unrepaid portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.
While this Note is held by or on behalf of the Depositary, and
registered in the name of the Depositary or the Depositary's nominee, the
option for repayment may be exercised by the applicable participant that has an
account with the Depositary, on behalf of the beneficial owners of this Note,
by delivering a written notice substantially similar to the above mentioned
form to one of the Paying Agents at its office (or such other address of which
the Corporation shall from time to time notify the Holders), not more than 60
nor less than 30 days prior to the date of repayment. Notices of elections
from participants on behalf of beneficial owners of this Note to exercise their
option to have the interests of such beneficial owners in this Note repaid must
be received by one of the Paying Agents not later than 5:00 P.M., New York City
time, on the last day for giving such notice. In order to ensure that a notice
is received by one of the Paying Agents on a particular day, the beneficial
owner of this Note must so direct the applicable participant before such
participant's deadline for accepting instructions for that day. Different
firms may have different deadlines for accepting instructions from their
customers. Accordingly, beneficial owners of this Note should consult the
participants through which they own their interest herein for the respective
deadlines for such participants. All notices shall be executed by a duly
authorized officer of such participant (with signature guaranteed) and shall be
irrevocable. In addition, beneficial owners of this Note shall effect delivery
at the time such notices of election are given to the Depositary by causing the
applicable participant to transfer such beneficial owner's interest in this
Note, on the Depositary's records, to the Trustee.
11
<PAGE> 12
Interest payments on this Note shall include interest accrued from and
including the Original Issue Date indicated above, or the most recent date to
which interest has been paid or duly provided for, to but excluding the related
Interest Payment Date or Maturity, as the case may be. Interest payments for
this Note shall be computed and paid on the basis of a 360-day year of twelve
30-day months if the Day Count Convention specified above is "30/360" for the
period specified thereunder, on the basis of the actual number of days in the
related month and a 360-day year if the Day Count Convention specified above is
"Actual/360" for the period specified thereunder or on the basis of the actual
number of days in the related year and month if the Day Count Convention
specified above is "Actual/Actual" for the period specified thereunder.
As used herein, "Business Day" means, unless otherwise specified above,
any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law, regulation
or executive order to close in The City of New York or Boston, Massachusetts;
provided, however, that, if the Holder hereof shall have duly made an election
to receive payments of principal of and premium, if any, and/or interest on
this Note in the Specified Currency specified on the face hereof, such day is
also not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the principal financial center of the
country of such Specified Currency (or, in the case of ECUs, is not a day
designated as an ECU Non-Settlement Day by the ECU Banking Association or
otherwise generally regarded in the ECU interbank market as a day on which
payments in ECUs shall not be made).
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its Interest Payment Dates or any
other matter relating hereto may be modified as specified in an Addendum
relating hereto if so specified above.
If an Event of Default (as defined in the Senior Indenture) with respect
to the Notes shall occur and be continuing, the principal of all the Notes may
be declared due and payable in the manner and with the effect provided in the
Senior Indenture.
If this Note is an Original Issue Discount Note, the amount payable to
the Holder of this Note in the event of redemption, repayment or acceleration
of maturity will be equal to (i) the Amortized Face Amount (as defined below)
as of the date of such
12
<PAGE> 13
event, plus (ii) with respect to any redemption of an Original Issue Discount
Note, the Initial Redemption Percentage specified on the face hereof (as
adjusted by the Annual Redemption Percentage Reduction, if any) minus 100%
multiplied by the Issue Price specified on the face hereof, net of any portion
of such Issue Price which has been paid prior to the date of redemption, or the
portion of the Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any accrued interest to
the date of such event the payment of which would constitute qualified stated
interest payments within the meaning of Treasury Regulation 1.1273-1(c) under
the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized
Face Amount" shall mean an amount equal to (i) the Issue Price hereof plus (ii)
the aggregate portions of the original issue discount (the excess of the
amounts considered as part of the "stated redemption price at maturity" of such
Original Issue Discount Note within the meaning of Section 1273(a)(2) of the
Code, whether denominated as principal or interest, over the Issue Price) which
shall theretofore have accrued pursuant to Section 1272 of the Code (without
regard to Section 1272(a)(7) of the Code) from the date of issue of such
Original Issue Discount Note to the date of determination, minus (iii) any
amount considered as part of the "stated redemption price at maturity" of such
Original Issue Discount Note which has been paid from the date of issue to the
date of determination.
The Senior Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Corporation and the rights of the Holders of the Securities
of each series to be affected under the Senior Indenture at any time by the
Corporation and the Trustee with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding, as
defined in the Senior Indenture, of each series affected thereby. The Senior
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Securities of each
series at the time, on behalf of the Holders of all Securities of each series,
to waive compliance with certain provisions of the Senior Indenture and certain
past defaults under the Senior 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.
13
<PAGE> 14
No reference herein to the Senior Indenture and no provision of this
Note or of the Senior Indenture shall alter or impair the obligation of the
Corporation, which is absolute and unconditional, to pay the principal of and
interest on this Note at the time, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Senior Indenture and subject to certain limitations
therein set forth, this registered Note may be presented for transfer (duly
endorsed or accompanied by a written instrument of transfer, if so required by
the Corporation or the Security Registrar) or exchanged for other Notes of the
same series at the office of BancBoston Trust Corporation of New York in The
City of New York or the principal office of The First National Bank of Boston
in The City of Boston.
No service charge shall be made for any such registration of transfer or
exchange, but the Corporation 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
Corporation or the Trustee and any agent of the Corporation or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Corporation,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Note and the Senior Indenture shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts.
All terms used in this Note which are defined in the Senior Indenture
shall have the meanings assigned to them in the Senior Indenture.
14
<PAGE> 15
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at _______________________
______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, one of the Paying Agents must receive at its
office, or at such other place or places of which the Corporation shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown above, this Note with
this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000 (or, if the
Specified Currency indicated on the face hereof is other than United States
dollars, the minimum Authorized Denomination specified on the face hereof))
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be an Authorized Denomination) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$___________________________
NOTICE: The signature on this
Date ______________________ Option to Elect Repayment must
correspond with the name as
written upon the face of this Note
in every particular, without
alteration or enlargement or any
change whatever.
15
<PAGE> 16
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________________________________
__________________________ attorney to transfer said Note on the books of the
Corporation with full power of substitution in the premises.
Dated:
NOTICE: The signature of the registered Holder to this assignment must
correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or any
change whatsoever.
16
<PAGE> 17
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
UNIF GIFT MIN ACT--......Custodian......
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of
survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
17
<PAGE> 1
[FORM OF SENIOR FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
THIS NOTE IS A DIRECT, UNCONDITIONAL UNSECURED AND UNSUBORDINATED OBLIGATION OF
BANK OF BOSTON CORPORATION (THE "CORPORATION"), IS NOT A SAVINGS ACCOUNT,
DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF THE
CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SENIOR
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY"), OR ITS NOMINEE, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
BENEFICIAL INTERESTS IN THIS CERTIFICATE WILL BE SHOWN ON, AND TRANSFERS
THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY AND
ITS PARTICIPANTS. THE FIRST NATIONAL BANK OF BOSTON, IN BOSTON, MASSACHUSETTS
AND BANCBOSTON TRUST COMPANY OF NEW YORK IN THE BOROUGH OF MANHATTAN, THE CITY
OF NEW YORK (COLLECTIVELY, THE "PAYING AGENTS") WILL ACT AS THE CORPORATION'S
PAYING AGENTS WITH RESPECT TO THIS NOTE. THE CORPORATION MAY AT ANY TIME
RESCIND THE DESIGNATION OF A PAYING AGENT, APPOINT A SUCCESSOR PAYING AGENT OR
APPROVE A CHANGE IN THE OFFICE THROUGH WHICH ANY PAYING AGENT ACTS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE CORPORATION OR ITS AGENTS FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
1
<PAGE> 2
REGISTERED CUSIP No. ________________ PRINCIPAL AMOUNT
No. FLR _____ _______________________
BANK OF BOSTON CORPORATION
SENIOR MEDIUM-TERM NOTE
(Floating Rate)
<TABLE>
<CAPTION>
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
<S> <C>
IF LIBOR: IF CMT RATE:
[ ] LIBOR Reuters Designated CMT Telerate Page:
[ ] LIBOR Telerate Designated CMT Maturity Index:
INDEX CURRENCY:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
SPREAD (PLUS OR INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
MINUS):
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT:
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate from to .
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: from to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the period
Fixed Interest Rate: from to .
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT Authorized Denomin-
(if other than IN SPECIFIED CURRENCY ation:
U.S. dollars) (only applicable if [ ] $1,000 and integral
Specified Currency is multiples thereof.
other than U.S. dollars): [ ] Other:
[ ] Yes [ ] No
EXCHANGE RATE AGENT:
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C>
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Issue Price: %
DEFAULT RATE:
OTHER PROVISIONS:
</TABLE>
3
<PAGE> 4
BANK OF BOSTON CORPORATION, a Massachusetts corporation ("Issuer" or
the "Corporation," which terms include any successor corporation under the
Senior Indenture hereinafter referred to), for value received, hereby promises
to pay to CEDE & CO., or registered assigns, the principal amount stated above
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon, at a
rate per annum equal to the Initial Interest Rate specified above until the
Initial Interest Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any Addendum relating
hereto depending upon the Interest Rate Basis or Bases, if any, and such other
terms specified above, until the principal hereof is paid or duly made
available for payment, and (to the extent that the payment of such interest is
legally enforceable) at the Default Rate per annum specified above on any
overdue principal and premium, if any, and on any overdue installment of
interest.
The Corporation will pay interest monthly, quarterly, semi-annually,
annually or such other period as specified above under "Interest Payment
Period", on each Interest Payment Date specified above, commencing on the first
Interest Payment Date specified above next succeeding the Original Issue Date
specified above, and on the Stated Maturity Date or any Redemption Date or
Optional Repayment Date (as defined below) (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and the date on
which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Senior Indenture, being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date falls between a Regular
Record Date (as defined below) and the next succeeding Interest Payment Date,
interest payments will commence on the Interest Payment Date immediately
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date; and provided further, that if an
Interest Payment Date (other than an Interest Payment Date at Maturity) would
otherwise fall on a day that is not a Business Day (as defined below), such
Interest Payment Date shall be postponed to the next succeeding day that is a
Business Day, except that if an Interest Rate Basis is LIBOR, as indicated
above, and such next Business Day falls in the next succeeding calendar month,
such Interest Payment Date shall be the immediately preceding day that is a
Business Day. Unless otherwise specified above, the "Regular Record Date" with
respect to any Interest Payment Date shall be the date 15 calendar days
(whether or not a Business
4
<PAGE> 5
Day) immediately preceding such Interest Payment Date. If the Maturity of this
Note falls on a day which is not a Business Day, the payment of principal,
premium, if any, and interest due at Maturity will be made on the next
succeeding Business Day with the same force and effect as if made on such
Maturity and no interest shall accrue on the amount so payable for the period
from and after such Maturity. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in the Senior
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such Interest Payment Date. Any such interest which is
payable, but not punctually paid or duly provided for on any Interest Payment
Date (herein called "Defaulted Interest"), shall forthwith cease to be payable
to the registered Holder on such Regular Record Date, and may be paid to the
Person in whose name this Note 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, or may be paid at any time in
any other lawful manner, all as more fully provided in the Senior Indenture.
Interest payable at Maturity will be payable to the Person to whom the
principal hereof shall be payable.
This Note will constitute Senior Indebtedness (as defined in the
Senior Indenture) ranking on a parity with other unsecured Senior Indebtedness
of the Corporation.
Reference herein to "this Note", "hereof", "herein" and comparable
terms shall include an Addendum hereto if an Addendum is specified above.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, 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
the Authenticating Agent, the manual signature of one of its authorized
signatories, this Note shall not be valid or obligatory for any purpose.
5
<PAGE> 6
IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed.
BANK OF BOSTON CORPORATION
[SEAL] By: ___________________________
Name:
Title:
Attest:
By: ___________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This Note is one of the Securities
referred to in the Senior Indenture
referred to herein.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: The First National Bank of Boston, as
Authenticating Agent
By: ________________________ Dated: ______________
Name:
Title:
6
<PAGE> 7
[Reverse of Note]
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Corporation designated as its Senior
Medium-Term Notes (the "Notes"). The Notes are issued and to be issued under a
Senior Indenture dated as of June 15, 1992 (herein the "Senior Indenture")
between the Corporation and Norwest Bank Minnesota, National Association,
Trustee (the "Trustee" which term shall include any duly appointed successor
trustee acting in such capacity), to which Senior Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Corporation, the Trustee and the Holders of the
Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. Copies of the Senior Indenture are on file and
available for inspection at the offices of the Trustee located at 6th Street
and Marquette Avenue, Minneapolis, Minnesota 55479 or at such other place or
places the Trustee shall designate by notice to the person in whose name this
Note is registered (the "Holder") on the Security Register (as defined below).
The terms of individual Notes may vary with respect to interest rates or
interest rate formulas, issue dates, maturity, redemption, repayment, currency
of payment and otherwise.
The Notes are issuable only in registered form without coupons in the
Authorized Denominations specified on the face hereof. As provided in the
Senior Indenture and subject to certain limitations therein set forth, the
Notes are exchangeable for a like aggregate principal amount of Notes
denominated as authorized, as requested by the Holder surrendering the same.
Unless otherwise specified herein, payments of principal of and
premium, if any, and interest on this Note are payable by the Corporation in
the Specified Currency specified on the face hereof (or, if such Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued such Specified Currency as at the time of such payment is legal tender
for the payment of such debts). If the Specified Currency specified on the
face hereof is other than United States dollars, any such amounts paid by the
Corporation will be converted by the Exchange Rate Agent specified on the face
hereof into United States dollars for payment to the Holder of this Note.
If the Specified Currency on the face hereof is other than United
States dollars, any United States dollar amount to be
7
<PAGE> 8
received by the Holder of this Note will be based on the highest bid quotation
in The City of New York received by the Exchange Rate Agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Corporation for the purchase by the quoting dealer of the
Specified Currency for United States dollars for settlement on such payment
date in the aggregate amount of the Specified Currency payable to all Holders
of Foreign Currency Notes denominated in a currency other than United States
dollars scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange costs
will be borne by the Holder of this Note by deductions from such payments. If
three such bid quotations are not available, payments on this Note will be made
in the Specified Currency.
The Holder of this Note may elect to receive payment of the principal
of and premium, if any, and/or interest on this Note in the Specified Currency
specified on the face hereof by submitting a written request for such payment
to the Trustee at its principal corporate trust office in Minneapolis,
Minnesota on or prior to the applicable Record Date or at least fifteen
calendar days prior to the Maturity, as the case may be. Such written request
may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. The Holder of this Note may elect to receive payment
in the applicable Specified Currency for all such principal, premium, if any,
and interest payments and need not file a separate election for each payment.
Such election will remain in effect until revoked by written notice to the
Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Record Date or at least fifteen calendar
days prior to the Maturity, as the case may be.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest in the Specified Currency
specified on the face hereof and the applicable Specified Currency is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Corporation, the Corporation shall be entitled to
satisfy its obligations to the Holder hereof by making such payment in United
States dollars on the basis of the Market Exchange Rate on the second Business
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise provided herein. The "Market Exchange Rate" for a
8
<PAGE> 9
Specified Currency other than United States dollars means the noon dollar
buying rate in The City of New York for cable transfer for such Specified
Currency as certified for customs purposes by (or if not so certified, as
otherwise determined by) the Federal Reserve Bank of New York. Any payment
made under such circumstances in United States dollars where the required
payment is in a Specified Currency other than United States dollars will not
constitute an Event of Default under the Senior Indenture with respect to this
Note.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest hereon in the Specified
Currency specified on the face hereof and such Specified Currency is European
Currency Units ("ECUs") or another currency unit, and such currency unit is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Corporation's control, then the Corporation will be entitled, but
not required, to make any payments in respect of this Note in United States
dollars until such currency unit is again available. The amount of each
payment in United States dollars shall be computed on the basis of the
equivalent of the currency unit in United States dollars, which shall be
determined by the Exchange Rate Agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts
that were components of the currency unit as of the last day on which the
currency unit was used. The equivalent of the currency unit in United States
dollars shall be calculated by aggregating the United States dollar equivalents
of the Component Currencies. The United States dollar equivalent of each of
the Component Currencies shall be determined by the Exchange Rate Agent on the
basis of the most recently available Market Exchange Rate for each such
Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
9
<PAGE> 10
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder hereof.
Except as otherwise provided in the Senior Indenture and as set forth
below, the Notes will be represented by one or more global securities,
registered in the name of the Depositary or its nominee and ownership of the
Notes shall be maintained in book-entry form by the Depositary for the accounts
of participating organizations of the Depositary. This Note is exchangeable
for definitive Notes in registered form to persons other than the Depositary or
its nominee only if (a) the Depositary notifies the Corporation in writing that
it is no longer willing or able to continue as a depositary for the Notes or if
the Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and a successor depositary is not appointed
by the Corporation within ninety days after the effective date of the
Depositary's ceasing to act as depositary for the Notes, (b) the Corporation,
at its option, notifies the Trustee in writing that it elects to cause the
issuance of Notes in definitive form, or (c) any event shall have happened and
be continuing which, after notice or lapse of time, or both, would constitute
an Event of Default with respect to the Notes. In the event of such
occurrences, upon the surrender by the Depositary or a successor depositary of
this Note the Corporation will execute, and the Trustee will, upon the
execution of the then standard form of the Trustee's agreement for certificated
securities and upon receipt of instructions in writing from the Corporation,
authenticate and deliver securities of like tenor and terms in definitive form
to each person that the Depositary or a successor depositary identifies as the
beneficial owner of an interest in this Note in an aggregate principal amount
equal to the principal amount of Notes represented by this Note then
outstanding in exchange for this Note. Any such certificated security will be
issued in fully registered form, without coupons, in the Authorized
Denominations specified on the face hereof. Such certificated security may not
subsequently be exchanged by a Holder for Notes in denominations of less than
the minimum Authorized Denomination specified on the face hereof.
This Note is not subject to any sinking fund or to the defeasance or
covenant defeasance provisions of the Senior Indenture and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.
10
<PAGE> 11
If so provided above, this Note may be redeemed by the Corporation on
any date on and after the Initial Redemption Date, if any, specified above. If
no Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (or, if the Specified Currency indicated on the
face hereof is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof) at the option of the Corporation at
the applicable Redemption Price (as defined below), together with unpaid
interest, if any, accrued hereon at the applicable rate payable to the date of
redemption (each such date, a "Redemption Date"), on written notice given not
more than 60 nor less than 30 calendar days prior to the Redemption Date. In
the event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof. Whenever less than all the Notes at any time outstanding
are to be redeemed, the terms of the Notes to be so redeemed shall be selected
by the Corporation. In the event of redemption of this Note in part only, a
new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and, if greater than 100%, shall
decline at each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.
This Note may be subject to repayment at the option of the Holder on
the Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note is not subject to repayment at
the option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 (or, if the Specified Currency indicated on the face
hereof is other than United States dollars, in the minimum Authorized
Denomination specified on the face hereof) at the option of the Holder hereof
at a repayment price equal to the sum of (i) 100% of the unpaid principal
amount to be repaid plus (ii) accrued interest, if any, hereon at the
applicable rate
11
<PAGE> 12
payable to the relevant Optional Repayment Date. For this Note to be repaid in
whole or in part at the option of the Holder hereof, this Note must be
received, with the form entitled "Option to Elect Repayment" below duly
completed, by one of the Paying Agents at its office, or such address which the
Corporation shall from time to time notify the Holders of the Notes, not more
than 60 nor less than 30 days prior to the relevant Optional Repayment Date.
Exercise of such repayment option by the Holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note for the
unrepaid portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof.
While this Note is held by or on behalf of the Depositary, and
registered in the name of the Depositary or the Depositary's nominee, the
option for repayment may be exercised by the applicable participant that has an
account with the Depositary, on behalf of the beneficial owners of this Note,
by delivering a written notice substantially similar to the above mentioned
form to one of the Paying Agents at its office (or such other address of which
the Corporation shall from time to time notify the Holders), not more than 60
nor less than 30 days prior to the date of repayment. Notices of elections
from participants on behalf of beneficial owners of this Note to exercise their
option to have the interests of such beneficial owners in this Note repaid must
be received by one of the Paying Agents not later than 5:00 P.M., New York City
time, on the last day for giving such notice. In order to ensure that a notice
is received by one of the Paying Agents on a particular day, the beneficial
owner of this Note must so direct the applicable participant before such
participant's deadline for accepting instructions for that day. Different
firms may have different deadlines for accepting instructions from their
customers. Accordingly, beneficial owners of this Note should consult the
participants through which they own their interest herein for the respective
deadlines for such participants. All notices shall be executed by a duly
authorized officer of such participant (with signature guaranteed) and shall be
irrevocable. In addition, beneficial owners of this Note shall effect delivery
at the time such notices of election are given to the Depositary by causing the
applicable participant to transfer such beneficial owner's interest in this
Note, on the Depositary's records, to the Trustee.
The interest rate borne by this Note shall be determined as follows:
12
<PAGE> 13
1. If this Note is designated as a Regular Floating Rate
Note on the face hereof or if no designation is made for Interest
Calculation on the face hereof, then, except as described below or in
an Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases
shown on the face hereof (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if
any, specified and applied in the manner described on the face hereof.
Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof; provided, however, that the
interest rate in effect for the period from the Original Issue Date to
the Initial Interest Reset Date will be the Initial Interest Rate.
2. If this Note is designated as a Floating Rate/Fixed
Rate Note on the face hereof, then, except as described below or in an
Addendum hereto, this Note shall bear interest at the rate determined
by reference to the applicable Interest Rate Basis or Bases shown on
the face hereof (i) plus or minus the applicable Spread, if any,
and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof.
Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof; provided, however, that (i)
the interest rate in effect for the period from the Original Issue
Date to the Initial Interest Reset Date shall be the Initial Interest
Rate; and (ii) the interest rate in effect for the period commencing
on, and including, the Fixed Rate Commencement Date to the Maturity
shall be the Fixed Interest Rate, if such a rate is specified on the
face hereof, or if no such Fixed Interest Rate is so specified, the
interest rate in effect hereon on the Business Day immediately
preceding the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating
Rate Note on the face hereof, then, except as described below or in an
Addendum hereto, this Note shall bear interest equal to the Fixed
Interest Rate indicated on the face hereof minus the rate determined
by reference to the applicable Interest Rate Basis or Bases shown on
the face hereof (i) plus or minus the applicable Spread, if any,
and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof;
provided, however, that, unless otherwise
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<PAGE> 14
specified on the face hereof, the interest rate hereon will not be
less than zero percent. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note is payable shall be
reset as of each Interest Reset Date specified on the face hereof;
provided, however, that the interest rate in effect for the period
from the Original Issue Date to the Initial Interest Reset Date shall
be the Initial Interest Rate.
Notwithstanding the foregoing, if this Note is designated on the face
hereof as having an Addendum attached, this Note shall bear interest in
accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on each day
shall be (a) if such day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date (as defined below) immediately
preceding such Interest Reset Date or (b) if such day is not an Interest Reset
Date, the interest rate determined as of the Interest Determination Date
immediately preceding the next preceding Interest Reset Date. Each Interest
Rate Basis shall be the rate determined in accordance with the applicable
provision below. If any Interest Reset Date (which term includes the term
Initial Interest Reset Date unless the context otherwise requires) would
otherwise be a day that is not a Business Day, such Interest Reset Date shall
be postponed to the next succeeding day that is a Business Day, except that if
an Interest Rate Basis specified on the face hereof is LIBOR and such next
Business Day falls in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day.
Unless otherwise specified on the face hereof, interest payable on
this Note on any Interest Payment Date shall be the amount of interest accrued
from and including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the Original Issue Date specified
on the face hereof, if no interest has been paid), to but excluding the related
Interest Payment Date or Maturity, as the case may be.
Unless otherwise specified on the face hereof, accrued interest hereon
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
accrued interest is being calculated. Unless otherwise specified on the face
hereof, the interest factor for each such day shall be computed on the basis of
a 360-day year of twelve 30-day months if the Day
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<PAGE> 15
Count Convention specified on the face hereof is "30/360" for the period
specified thereunder, or by dividing the interest rate applicable to such day
by 360 if the Day Count Convention specified on the face hereof is "Actual/360"
for the period specified thereunder or by the actual number of days in the year
if the Day Count Convention specified on the face hereof is "Actual/Actual" for
the period specified thereunder. If interest on this Note is to be calculated
with reference to two or more Interest Rate Bases as specified on the face
hereof, the interest factor will be calculated in each period in the same
manner as if only one of the applicable Interest Rate Bases applied.
Unless otherwise specified on the face hereof, the "Interest
Determination Date" with respect to the CMT Rate, the Commercial Paper Rate,
the Federal Funds Rate and the Prime Rate will be the second Business Day
immediately preceding each Interest Reset Date; the "Interest Determination
Date" with respect to the Eleventh District Cost of Funds Rate will be the last
working day of the month immediately preceding each Interest Reset Date on
which the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below); the "Interest Determination Date" with
respect to LIBOR shall be the second London Business Day (as defined below)
immediately preceding each Interest Reset Date; and the "Interest Determination
Date" with respect to the Treasury Rate will be the day in the week in which
the Interest Reset Date falls on which day Treasury bills (as defined below)
are normally auctioned (Treasury bills are normally sold at auction on Monday
of each week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction may be held on
the preceding Friday); provided, however, that if an auction is held on the
Friday of the week preceding the related Interest Reset Date, the Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following such auction. If the
interest rate of this Note is determined with reference to two or more Interest
Rate Bases as specified on the face hereof, the Interest Determination Date
pertaining to this Note will be the most recent Business Day which is at least
two Business Days prior to such Interest Reset Date on which each Interest Rate
Basis is determinable. Each Interest Rate Basis shall be determined on such
date, and the applicable interest rate shall take effect on the related
Interest Reset Date.
Unless otherwise specified on the face hereof, the "Calculation Date"
pertaining to any Interest Determination Date
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<PAGE> 16
will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if 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. All calculations on
this Note shall be made by the Calculation Agent specified on the face hereof
or such successor thereto as is duly appointed by the Corporation. The
determination of any interest rate by the Calculation Agent will be final and
binding absent manifest error.
All percentages resulting from any calculation on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655) and
9.876544% (or 0.09876544) would be rounded to 9.87654% (or 0.0987654)), and all
dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent (with one-half cent being rounded upward).
As used herein, "Business Day" means, unless otherwise specified
above, any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized or required by
law, regulation or executive order to close in The City of New York or Boston,
Massachusetts; provided, however, that, if the Holder hereof shall have duly
made an election to receive payments of principal of and premium, if any,
and/or interest on this Note in the Specified Currency specified on the face
hereof, such day is also not a day on which banking institutions are authorized
or required by law, regulation or executive order to close in the principal
financial center of the country of such Specified Currency (or, in the case of
ECUs, is not a day designated as an ECU Non-Settlement Day by the ECU Banking
Association or otherwise generally regarded in the ECU interbank market as a
day on which payments in ECUs shall not be made); provided further, that, if
LIBOR is an applicable Interest Rate Basis specified on the face hereof, such
day is also a London Business Day. "London Business Day" means any day (i) if
the Index Currency specified on the face hereof is other than ECU, on which
dealings in such Index Currency are transacted in the London interbank market
or (ii) if the Index Currency is ECU, that is not designated as an ECU
Non-Settlement Day by the ECU Banking Association or otherwise generally
regarded in the ECU interbank market as a day on which payments in ECUs shall
not be made.
16
<PAGE> 17
Determination of CMT Rate. If an Interest Rate Basis for this Note is
the CMT Rate, as indicated on the face hereof, the CMT Rate shall be determined
as of the applicable Interest Determination Date (a "CMT Rate Interest
Determination Date"), as the rate displayed on the Designated CMT Telerate Page
(as defined below) under the caption"...Treasury Constant Maturities...Federal
Reserve Board Release H.15...Mondays Approximately 3:45 P.M.," under the column
for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in
which the related CMT Rate Interest Determination Date occurs. If such rate is
no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published by the Board of Governors of
the Federal Reserve System in the relevant weekly statistical release entitled
"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)"). If such rate is no longer published, or if not published by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the CMT Rate
Interest Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in the relevant H.15(519). If such
information is not provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the CMT Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be a yield to
maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued
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<PAGE> 18
direct noncallable fixed rate obligations of the United States ("Treasury
Notes") with an original maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year. If the Calculation Agent cannot obtain three
such Treasury Note quotations, the CMT Rate for such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity
of approximately the Designated CMT Maturity Index have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the quotes for the
Treasury Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated on the face hereof (or any other page
as may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be 2 years.
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<PAGE> 19
Determination of Commercial Paper Rate. If an Interest Rate Basis for
this Note is the Commercial Paper Rate, as indicated on the face hereof, the
Commercial Paper Rate shall be determined as of the applicable Interest
Determination Date (a "Commercial Paper Rate Interest Determination Date"), as
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading "Commercial Paper". In the event that
such rate is not published by 3:00 P.M., New York City time, on the related
Calculation Date, then the Commercial Paper Rate shall be the Money Market
Yield on such Commercial Paper Rate Interest Determination Date of the rate for
commercial paper having the Index Maturity shown on the face hereof as
published by the Federal Reserve Bank of New York in its daily statistical
release entitled "Composite 3:30 P.M. Quotations for U.S. Government
Securities" or any successor publication ("Composite Quotations") under the
heading "Commercial Paper" (with an Index Maturity of one month or three months
being deemed to be equivalent to an Index Maturity of 30 days or 90 days,
respectively). If by 3:00 P.M., New York City time, on the related Calculation
Date such rate is not yet published in either H.15(519) or Composite
Quotations, then the Commercial Paper Rate on such Commercial Paper Rate
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 at
approximately 11:00 A.M., New York City time, on such Commercial Paper Rate
Interest Determination Date of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial paper having
the Index Maturity specified on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally recognized
statistical rating organization; provided, however, that if any of the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate determined as of such Commercial Paper
Rate Interest Determination Date shall be the rate in effect on such Commercial
Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
------------
360-(D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
19
<PAGE> 20
Determination of Eleventh District Cost of Funds Rate. If an Interest
Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as
indicated on the face hereof, the Eleventh District Cost of Funds Rate shall be
determined as of the applicable Interest Determination Date (an "Eleventh
District Cost of Funds Rate Interest Determination Date"), as the rate equal to
the monthly weighted average cost of funds for the calendar month immediately
preceding the month in which such Eleventh District Cost of Funds Rate Interest
Determination Date falls, as set forth under the caption "11th District" on
Telerate Page 7058 (as defined below) as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Interest Determination Date. If such
rate does not appear on Telerate Page 7058 on any related Eleventh District
Cost of Funds Rate Interest Determination Date, the Eleventh District Cost of
Funds Rate for such Eleventh District Cost of Funds Rate 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 FHLB of San Francisco as such cost of
funds for the calendar month immediately preceding the date of such
announcement. If the FHLB of San Francisco fails to announce such rate for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds Rate
determined as of such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the Eleventh District Cost of Funds Rate in effect
on such Eleventh District Cost of Funds Rate Interest Determination Date.
"Telerate Page 7058" means the display designated as page "7058" on
the Dow Jones Telerate Service (or such other page as may replace the 7058 page
on that service for the purpose of displaying the monthly weighted average cost
of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District).
Determination of Federal Funds Rate. If an Interest Rate Basis for
this Note is the Federal Funds Rate, as indicated on the face hereof, the
Federal Funds Rate shall be determined as of the applicable Interest
Determination Date (a "Federal Funds Rate Interest Determination Date"), as the
rate on such date for federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such Federal Funds Rate
Interest Determination Date, as published in Composite Quotations under the
heading "Federal
20
<PAGE> 21
Funds/Effective Rate." If by 3:00 P.M., New York City time, on the related
Calculation Date such rate is not published in either H.15(519) or Composite
Quotations, then the Federal Funds Rate on such Federal Funds Rate Interest
Determination Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the rates for the last transaction in overnight United
States dollar federal funds arranged prior to 9:00 A.M., New York City time, on
such Federal Funds Rate Interest Determination Date by three leading brokers of
federal funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if any of the brokers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date shall be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this Note is
LIBOR, as indicated on the face hereof, LIBOR shall be determined by the
Calculation Agent as of the applicable Interest Determination Date (a "LIBOR
Interest Determination Date") in accordance with the following provisions:
(i) if "LIBOR Telerate" is specified on the face hereof or if
neither "LIBOR Telerate" nor "LIBOR REUTERS" is specified as the
method for determining LIBOR with respect to a LIBOR Interest
Determination Date for this Note (a "LIBOR Interest Determination
Date"), LIBOR will be the rate for deposits in the Index Currency
having the Index Maturity designated above, commencing on the second
London Business Day immediately following such LIBOR Interest
Determination Date, that appears on the Designated LIBOR Page
specified above as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, or (b) if "LIBOR Reuters" is specified on the face
hereof as the method for determining LIBOR, with respect to an
Interest Determination Date relating to this Note, LIBOR will be
determined on the basis of the arithmetic mean of the offered rates
(unless the specified Designated LIBOR Page by its terms provides for
only a single rate, in which case such single rate shall be used) for
deposits in the Index Currency having the Index Maturity designated
above, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, that appear on the
Designated LIBOR Page specified above as of 11:00 A.M., London time,
on such LIBOR Interest Determination Date, if at least two such
offered rates appear (unless, as aforesaid, only a single rate is
required) on such Designated LIBOR Page. If no such rate appears, or
if fewer than two such offered rates appear, as
21
<PAGE> 22
applicable, LIBOR in respect of the related LIBOR Interest
Determination Date will be determined in accordance with the
provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as the case
may be, on the applicable Designated LIBOR Page as specified in clause
(i) above, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in the Index
Currency for the period of the Index Maturity specified above,
commencing on the second London Business Day immediately following
such LIBOR Interest Determination Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time. If at least two such quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately 11:00
A.M., in the applicable Principal Financial Center, on such LIBOR
Interest Determination Date by three major banks in such Principal
Financial Center, selected by the Calculation Agent for loans in the
Index Currency to leading European banks, having the Index maturity
specified on the face hereof and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time; provided, however, that if the banks so selected
by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR determined as of such LIBOR Interest Determination
Date shall be LIBOR in effect on such LIBOR Interest Determination
Date.
"Index Currency" means the currency (including composite currencies)
specified on the face hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified above, the Index Currency shall
be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Telerate" is
specified above, or neither "LIBOR Reuters" or "LIBOR Telerate" is specified
above, the display on the Dow Jones
22
<PAGE> 23
Telerate Service for the purpose of displaying the London interbank offered
rates of major banks for the applicable Index Currency or (b) if "LIBOR
Reuters" is specified on the face hereof, the display on the Reuters Monitor
Money Rates Service for the purpose of displaying the London interbank offered
rates of major banks for the applicable Index Currency.
"Principal Financial Center" will generally be the capital city of the
country for the specified Index Currency, except that with respect to United
States dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss Francs and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Brussels, respectively.
Determination of Prime Rate. If an Interest Rate Basis for this Note
is the Prime Rate, as indicated on the face hereof, the Prime Rate shall be
determined as of the applicable Interest Determination Date (a "Prime Rate
Interest Determination Date") as the rate on such date as such rate is
published in H.15(519) under the heading "Bank Prime Loan". If such rate is
not published prior to 3:00 P.M., New York City time, on the related
Calculation Date, then the Prime Rate shall be the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for such Prime Rate Interest Determination Date. If fewer than four
such rates but more than one such rate appear on the Reuters Screen NYMF Page
for such Prime Rate Interest Determination Date, the Prime Rate shall be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date by three, or two if only two such rates
are quoted, major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two such rates appear on the Reuters Screen
NYMF Page, the Prime Rate will be determined by the Calculation Agent on the
basis of the rates furnished in The City of New York by three, or two if only
two such rates are quoted, 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 U.S. $500 million and being subject to
supervision or examination by a Federal or state authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if
fewer than two such substitute banks or trust companies selected as aforesaid
are quoting as mentioned in this sentence, the Prime Rate determined as of such
Prime Rate Interest Determination Date shall be the Prime Rate in effect on
such Prime Rate Interest Determination Date.
23
<PAGE> 24
"Reuters Screen NYMF Page" means the display designated as page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
Determination of Treasury Rate. If an Interest Rate Basis for this
Note is the Treasury Rate, as specified on the face hereof, the Treasury Rate
shall be determined as of the applicable Interest Determination Date (a
"Treasury Rate Interest Determination Date") as the rate applicable to the most
recent auction of direct obligations of the United States ("Treasury Bills")
having the Index Maturity specified on the face hereof, as such rate is
published in H.15(519) under the heading "Treasury Bills -- auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation 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 specified on the face hereof are not
reported as provided by 3:00 P.M., New York City time, on such Calculation
Date, or if no such auction is held in a particular week, then the Treasury
Rate shall be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., New York City
time, on such Treasury Rate Interest Determination Date, of three leading
primary United States government securities dealers selected by the Calculation
Agent, for the issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified on the face hereof; provided, however, that if any of
the dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Treasury Rate determined as of such Treasury
Rate Interest Determination Date shall be the Treasury Rate in effect on such
Treasury Rate Interest Determination Date.
Any provision contained herein, including the determination of an
Interest Rate Basis, the specification of an Interest Rate Basis, calculation
of the interest rate applicable to this Note, its Interest Payment Dates or any
other matter relating hereto may be modified as specified in an Addendum
relating hereto if so specified on the face hereof.
24
<PAGE> 25
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. In addition to any
Maximum Interest Rate applicable hereto pursuant to the above provisions, the
interest rate on this Note will in no event be higher than the maximum rate
permitted by Massachusetts law, as the same may be modified by United States
law of general application. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each Calculation
Date. Unless otherwise specified on the face hereof, The First National Bank
of Boston will be the Calculation Agent. The determination of any interest
rate by the Calculation Agent shall be final and binding absent manifest error.
At the request of the Holder hereof, the Calculation Agent shall
provide to the Holder hereof the interest rate hereon then in effect and, if
determined, the interest rate which shall become effective as of the next
Interest Reset Date.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Senior Indenture.
If this Note is an Original Issue Discount Note, the amount payable to
the Holder of this Note in the event of redemption, repayment or acceleration
of maturity will be equal to (i) the Amortized Face Amount (as defined below)
as of the date of such event, plus (ii) with respect to any redemption of an
Original Issue Discount Note, the Initial Redemption Percentage specified on
the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if
any) minus 100% multiplied by the Issue Price specified on the face hereof, net
of any portion of such Issue Price which has been paid prior to the date of
redemption, or the portion of the Issue Price (or the net amount) proportionate
to the portion of the unpaid principal amount to be redeemed, plus (iii) any
accrued interest to the date of such event the payment of which would
constitute qualified stated interest payments within the meaning of Treasury
Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the
"Code"). The "Amortized Face Amount" shall mean an amount equal to (i) the
Issue Price hereof plus (ii) the aggregate portions of the original issue
discount (the excess of the amounts considered as part of the "stated
redemption price at maturity" of such Original Issue Discount Note within the
meaning of Section 1273(a)(2) of the Code, whether denominated as principal or
interest, over the Issue Price) which shall
25
<PAGE> 26
theretofore have accrued pursuant to Section 1272 of the Code (without regard
to Section 1272(a)(7) of the Code) from the date of issue of such Original
Issue Discount Note to the date of determination, minus (iii) any amount
considered as part of the "stated redemption price at maturity" of such
Original Issue Discount Note which has been paid from the date of issue to the
date of determination.
The Senior Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Corporation and the rights of the Holders of the Securities
of each series to be affected under the Senior Indenture at any time by the
Corporation and the Trustee with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding, as
defined in the Senior Indenture, of each series affected thereby. The Senior
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Outstanding Securities of each
series at the time, on behalf of the Holders of all Securities of each series,
to waive compliance with certain provisions of the Senior Indenture and certain
past defaults under the Senior 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 Senior Indenture and no provision of this
Note or of the Senior Indenture shall alter or impair the obligation of the
Corporation, which is absolute and unconditional, to pay the principal of and
interest on this Note at the time, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Senior Indenture and subject to certain limitations
therein set forth, this registered Note may be presented for transfer (duly
endorsed or accompanied by a written instrument of transfer, if so required by
the Corporation or the Security Registrar) or exchanged for other Notes of the
same series at the office of BancBoston Trust Corporation of New York in The
City of New York or the principal office of The First National Bank of Boston
in The City of Boston.
No service charge shall be made for any registration of transfer or
exchange, but the Corporation may require payment of
26
<PAGE> 27
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 Corporation or the Trustee and any agent of the Corporation or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note and the Senior Indenture shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts.
All terms used in this Note which are defined in the Senior Indenture
shall have the meanings assigned to them in the Senior Indenture.
27
<PAGE> 28
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at _______________________
______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, one of the Paying Agents must receive at
its office, or at such other place or places of which the Corporation shall
from time to time notify the Holder of this Note, not more than 60 nor less
than 30 days prior to an Optional Repayment Date, if any, shown above, this
Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000) (or, if the
Specified Currency indicated on the face hereof is other than United States
dollars, in the minimum Authorized Denomination specified on the face hereof)
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be an Authorized Denomination) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$___________________________
NOTICE: The signature on this
Date ______________________ Option to Elect Repayment must
correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.
28
<PAGE> 29
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________ attorney to transfer said Note on the books
of the Corporation with full power of substitution in the premises.
Dated:
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
29
<PAGE> 30
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
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
30
<PAGE> 1
[FORM OF SUBORDINATED FIXED RATE GLOBAL MEDIUM-TERM NOTE]
THIS NOTE IS A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF BOSTON
CORPORATION (THE "CORPORATION"), IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER
OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND
OR ANY OTHER GOVERNMENT AGENCY. THE OBLIGATIONS OF BANK OF BOSTON CORPORATION
EVIDENCED BY THIS NOTE ARE TO THE EXTENT AND IN THE MANNER SET FORTH HEREIN,
SUBORDINATE TO BANK OF BOSTON CORPORATION'S OBLIGATIONS TO HOLDERS OF ITS
SENIOR INDEBTEDNESS.
THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SENIOR
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY"), OR ITS NOMINEE, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
BENEFICIAL INTERESTS IN THIS CERTIFICATE WILL BE SHOWN ON, AND TRANSFERS
THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY AND
ITS PARTICIPANTS. THE FIRST NATIONAL BANK OF BOSTON, IN BOSTON, MASSACHUSETTS
AND BANCBOSTON TRUST COMPANY OF NEW YORK IN THE BOROUGH OF MANHATTAN, THE CITY
OF NEW YORK (COLLECTIVELY, THE "PAYING AGENTS") WILL ACT AS THE CORPORATION'S
PAYING AGENTS WITH RESPECT TO THIS NOTE. THE CORPORATION MAY AT ANY TIME
RESCIND THE DESIGNATION OF A PAYING AGENT, APPOINT A SUCCESSOR PAYING AGENT OR
APPROVE A CHANGE IN THE OFFICE THROUGH WHICH ANY PAYING AGENT ACTS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE CORPORATION OR ITS AGENTS FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
1
<PAGE> 2
REGISTERED PRINCIPAL AMOUNT
No. FX __________ CUSIP No. __________ ________________
BANK OF BOSTON CORPORATION
SUBORDINATED MEDIUM-TERM NOTE
(Fixed Rate)
<TABLE>
<CAPTION>
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
<S> <C> <C>
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT Authorized Denomin-
(if other than IN SPECIFIED CURRENCY ations:
U.S. dollars) (only applicable if [ ] $1,000 and integral
Specified Currency is multiples thereof.
other than [ ] Other:
U.S. dollars):
[ ] Yes [ ] No
EXCHANGE RATE AGENT:
INTEREST PAYMENT DATE(S) REGULAR RECORD DATES
[ ] At Maturity only (FOR NOTES WITH MATURITIES
[ ] June 15 and December 15 GREATER THAN ONE YEAR):
[ ] Other: [ ] June 1 AND December 1
[ ] OTHER:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION PERCENTAGE REDUCTION:
DATE: PERCENTAGE:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO .
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C>
ORIGINAL ISSUE DISCOUNT NOTE:
DEFAULT RATE: [ ] Yes
[ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS: Issue Price: %
</TABLE>
Bank of Boston Corporation, a Massachusetts corporation ("Issuer" or the
"Corporation", which terms include any successor corporation under the
Subordinated Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal amount
stated above on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay interest
thereon at the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment, and (to the extent that the
payment of such interest shall be legally enforceable) at the Default Rate per
annum specified above on any overdue principal and premium, if any, and on any
overdue installment of interest.
The Corporation will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date next succeeding
the Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Subordinated Indenture, being
referred to hereinafter as a "Maturity" with respect to principal payable on
such date); provided, however, that if the Original Issue Date falls between a
Regular Record Date (as defined below) and the next succeeding Interest Payment
Date, interest payments will commence on the Interest Payment Date immediately
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date. Unless otherwise specified above,
the "Regular Record Date" with respect to any Interest Payment Date shall be
the June 1 or December 1 (whether or not a Business Day (as defined below)), as
the case may be, next preceding the applicable Interest Payment Date. Interest
on this Note will accrue from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for or, if no interest
has been paid or duly provided for, from and including the Original Issue Date
specified above, to but excluding such Interest Payment Date or Maturity, as
the case may
3
<PAGE> 4
be. If the Maturity or an Interest Payment Date for this Note falls on a day
which is not a Business Day, the related payment of principal, premium, if any,
or interest will be made on the next succeeding Business Day with the same
force and effect as if made on such Maturity or Interest Payment Date, as the
case may be, and no interest shall accrue on the amount so payable for the
period from and after such Maturity or Interest Payment Date, as the case may
be. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Subordinated Indenture, be paid
to the Person in whose name this Note (or one or more predecessor securities)
is registered at the close of business on the Regular Record Date for such
Interest Payment Date. Any such interest which is payable, but not punctually
paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and may be paid to the Person in whose name
this Note 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, or may be paid at any time in any other lawful
manner, all as more fully provided in the Subordinated Indenture. Interest
payable at Maturity will be payable to the Person to whom the principal hereof
shall be payable.
Reference herein to "this Note", "hereof", "herein" and comparable terms
shall include an Addendum hereto if an Addendum is specified above.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, 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 the
Authenticating Agent by the manual signature of one of its authorized
signatories, this Note shall not be valid or obligatory for any purpose.
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<PAGE> 5
IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed.
BANK OF BOSTON CORPORATION
[SEAL] By: ___________________________
Name:
Title:
Attest:
By: ___________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This Note is one of the Securities
referred to in the Subordinated Indenture
referred to herein.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: The First National Bank of Boston, as
Authenticating Agent
By: ________________________ Dated: ______________
Name:
Title:
5
<PAGE> 6
[Reverse of Note]
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Corporation designated as its Subordinated
Medium-Term Notes (the "Notes"). The Notes are issued and to be issued under a
Subordinated Indenture dated as of June 15, 1992 (as amended by the First
Supplemental Indenture dated as of June 24, 1993 (the "First Supplemental
Indenture," referred to collectively herein with the Subordinated Indenture as
the "Subordinated Indenture")), between the Corporation and Norwest Bank
Minnesota, National Association, as Trustee (the "Trustee" which term shall
include any duly appointed successor trustee acting in such capacity), to which
Subordinated Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights thereunder of the
Corporation, the Trustee and the Holders of the Securities and the terms upon
which the Securities are, and are to be, authenticated and delivered. Copies
of the Subordinated Indenture are on file and available for inspection at the
offices of the Trustee located at 6th Street and Marquette Avenue, Minneapolis,
Minnesota 55479 or at such other place or places the Trustee shall designate by
notice to the person in whose name this Note is registered (the "Holder") on
the Security Register (as defined below). The terms of individual Notes may
vary with respect to interest rates or interest rate formulas, issue dates,
maturity, redemption, repayment, currency of payment and otherwise.
The Notes are issuable only in registered form without coupons in the
Authorized Denominations specified on the face hereof. As provided in the
Subordinated Indenture and subject to certain limitations therein set forth,
the Notes are exchangeable for a like aggregate principal amount of Notes
denominated as authorized, as requested by the Holder surrendering the same.
PAYMENT OF PRINCIPAL OF THIS NOTE MAY BE ACCELERATED ONLY IN CERTAIN
EVENTS INVOLVING THE BANKRUPTCY OF THE CORPORATION OR THE RECEIVERSHIP OF THE
FIRST NATIONAL BANK OF BOSTON. THERE IS NO RIGHT OF ACCELERATION IN THE CASE
OF A DEFAULT IN THE PAYMENT OF PRINCIPAL OR INTEREST ON THIS NOTE OR ANY
DEFAULT IN THE PERFORMANCE OF ANY OTHER COVENANT OR AGREEMENT IN THIS NOTE OR
IN THE SUBORDINATED INDENTURE.
The Corporation, for itself, its successors and assigns, covenants and
agrees, and each Holder of this Note likewise covenants and agrees by his, her
or its acceptance hereof, (A) that the obligation of the Corporation to make
any payment on account of the principal of and interest on each and all of the
Securities shall be subordinate and junior in right of payment to
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<PAGE> 7
the Corporation's obligations to the holders of Senior Indebtedness of the
Corporation (other than Additional Senior Obligations) and under the
circumstances described in clause (B)(ii) of this sentence, to the holders of
Additional Senior Obligations, to the extent provided herein, and (B) that in
the case of any bankruptcy, insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Corporation as a whole, whether voluntary or involuntary (i) all obligations of
the Corporation to the holders of Senior Indebtedness of the Corporation (other
than Additional Senior Obligations) shall be entitled to be paid in full before
any payment shall be made on account of the principal (including principal to
be paid by delivery of Capital Securities) of, or premium, if any, or interest,
if any, on the Securities or on any Indebtedness Ranking on a Parity with the
Securities and (ii) after payment in full of all sums owing with respect to
Senior Indebtedness of the Corporation (other than Additional Senior
Obligations), the holders of the Securities, together with the holders of any
Indebtedness Ranking on a Parity with the Securities, shall be entitled,
ratably, to be paid from the remaining assets of the Corporation the amounts at
the time due and owing on account of unpaid principal of, premium, if any, and
interest on the Securities and on any Indebtedness Ranking on a Parity with the
Securities before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or any Indebtedness
Ranking Junior to the Securities, provided, however, that if, after giving
effect to the operation of clause (B)(i) above, (x) any amount of cash,
property or securities remains available for payment or distribution in respect
of the Securities (such cash, property or securities constituting "Excess
Proceeds") and (y) creditors in respect of Additional Senior Obligations have
not received payment in full of amounts due or to become due thereon or payment
of such amounts has not been duly provided for, then such Excess Proceeds shall
first be applied, ratably if and to the extent provided with respect to any
other subordinated indebtedness of the Corporation, to pay or provide for the
payment in full of all such Additional Senior Obligations before any payment
shall be made on account of the principal of or interest on the Securities.
In addition, in the event of any proceeding described in clause (B)
above, if any payment or distribution of assets of the Corporation of any kind
or character, whether in cash, property or securities, including any such
payment or distribution which may be payable or deliverable by reason of the
payment of any other indebtedness of the Corporation being subordinated to the
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<PAGE> 8
payment of the Securities, shall be received by the Trustee or the Holders of
the Securities before all Senior Indebtedness of the Corporation is paid in
full, such payment or distribution shall be held in trust for the benefit of
and shall be paid over to the holders of such Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued for application to the payment first, of all
such Senior Indebtedness of the Corporation (other than Additional Senior
Obligations) remaining unpaid and second, of all Senior Indebtedness of the
Corporation constituting Additional Senior Obligations until all such Senior
Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.
The subordination provisions of the foregoing paragraphs shall not be
applicable to amounts at the time due and owing on the securities of any series
on account of the unpaid principal of (or premium, if any) or interest, if any,
on the securities of any series for the payment of which funds have been
deposited in trust with the Trustee or any Paying Agent or have been set aside
by the Corporation in trust in accordance with the provisions of the
Subordinated Indenture; nor shall such provisions impair any rights, interests,
remedies or powers of any secured creditor of the Corporation in respect of any
security the creation of which is not prohibited by the provisions of the
Subordinated Indenture.
In addition, in the event and during the continuation of any default in
the payment of principal of, or premium, if any, or interest on, any Senior
Indebtedness of the Corporation (other than Additional Senior Obligations)
beyond any applicable period of grace, or in the event that any event of
default with respect to any Senior Indebtedness of the Corporation (other than
Additional Senior Obligations) shall have occurred and be continuing, or would
occur as a result of the payment referred to hereinafter, permitting the
holders of such Senior Indebtedness (or trustee on behalf of the holders
thereof) to accelerate the maturity thereof, then, unless and until such
default or event of default shall have been cured or waived or shall have
ceased to exist, no payment of principal of or interest on the Securities, or
in respect of any redemption, exchange, retirement, purchase or other
acquisition of any of the Securities, shall be made by the Corporation.
The securing of any Indebtedness Ranking on a Parity with the Securities
or Indebtedness Ranking Junior to the Securities shall not be deemed to prevent
such obligations from constituting
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<PAGE> 9
Indebtedness Ranking on a Parity with the Securities or Indebtedness Ranking
Junior to the Securities.
Each Holder of this Note, by the acceptance hereof, agrees to be bound
by the terms and conditions set forth in this Note and in the Subordinated
Indenture, including, without limitation, Article XIII thereof.
Unless otherwise specified herein, payments of principal of and premium,
if any, and interest on this Note are payable by the Corporation in the
Specified Currency specified on the face hereof (or, if such Specified Currency
is not at the time of such payment legal tender for the payment of public and
private debts, in such other coin or currency of the country which issued such
Specified Currency as at the time of such payment is legal tender for the
payment of such debts). If the Specified Currency specified on the face hereof
is other than United States dollars, any such amounts paid by the Corporation
will be converted by the Exchange Rate Agent specified on the face hereof into
United States dollars for payment to the Holder of this Note.
If the Specified Currency on the face hereof is other than United States
dollars, any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Corporation for
the purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Foreign Currency Notes denominated
in a currency other than United States dollars scheduled to receive United
States dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.
The Holder of this Note may elect to receive payment of the principal of
and premium, if any, and/or interest on this Note in the Specified Currency
specified on the face hereof by submitting a written request for such payment
to the Trustee at its principal corporate trust office in Minneapolis,
Minnesota on or prior to the applicable Record Date or at least fifteen
calendar days prior to the Maturity, as the case may be. Such written request
may be mailed or hand delivered or sent by cable, telex
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<PAGE> 10
or other form of facsimile transmission. The Holder of this Note may elect to
receive payment in the applicable Specified Currency for all such principal,
premium, if any, and interest payments and need not file a separate election
for each payment. Such election will remain in effect until revoked by written
notice to the Trustee, but written notice of any such revocation must be
received by the Trustee on or prior to the applicable Record Date or at least
fifteen calendar days prior to the Maturity, as the case may be.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest in the Specified Currency
specified on the face hereof and the applicable Specified Currency is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Corporation, the Corporation shall be entitled to
satisfy its obligations to the Holder hereof by making such payment in United
States dollars on the basis of the Market Exchange Rate on the second Business
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise provided herein. The "Market Exchange Rate" for a Specified
Currency other than United States dollars means the noon dollar buying rate in
The City of New York for cable transfer for such Specified Currency as
certified for customs purposes by (or if not so certified, as otherwise
determined by) the Federal Reserve Bank of New York. Any payment made under
such circumstances in United States dollars where the required payment is in a
Specified Currency other than United States dollars will not constitute an
Event of Default under the Subordinated Indenture with respect to this Note.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest hereon in the Specified
Currency specified on the face hereof and such Specified Currency is European
Currency Units ("ECUs") or another currency unit, and such currency unit is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Corporation's control, then the Corporation shall be entitled, but
not required, to make any payments in respect of this Note in United States
dollars until such currency unit is again available. The amount of each
payment in United States dollars shall be computed on the basis of the
equivalent of the currency unit in United States dollars, which shall be
determined by the Exchange Rate Agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts
that were components of the currency unit as of the last day on which the
currency unit was
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<PAGE> 11
used. The equivalent of the currency unit in United States dollars shall be
calculated by aggregating the United States dollar equivalents of the Component
Currencies. The United States dollar equivalent of each of the Component
Currencies shall be determined by the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rate for each such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder hereof.
Except as otherwise provided in the Subordinated Indenture and as set
forth below, the Notes will be represented by one or more global securities,
registered in the name of the Depositary or its nominee and ownership of the
Notes shall be maintained in book-entry form by the Depositary for the accounts
of participating organizations of the Depositary. This Note is exchangeable
for definitive Notes in registered form to persons other than the Depositary or
its nominee only if (a) the Depositary notifies the Corporation in writing that
it is no longer willing or able to continue as a depositary for the Notes or if
the Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and a successor depositary is not appointed
by the Corporation within ninety days after the effective date of the
Depositary's ceasing to act as depositary for the Notes, (b) the Corporation,
at its option, notifies the Trustee in writing that it elects to cause the
issuance of Notes in definitive form, or (c) any event shall have happened and
be continuing which, after notice or lapse of time, or both, would constitute
an Event of Default with respect to the Notes. In the event of such
occurrences, upon the surrender by the Depositary or a successor depositary of
this Note the Corporation will execute, and the Trustee will, upon the
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<PAGE> 12
execution of the then standard form of the Trustee's agreement for certificated
securities and upon receipt of instructions in writing from the Corporation,
authenticate and deliver securities of like tenor and terms in definitive form
to each person that the Depositary or a successor depositary identifies as the
beneficial owner of an interest in this Note in an aggregate principal amount
equal to the principal amount of Notes represented by this Note then
outstanding in exchange for this Note. Any such certificated security will be
issued in fully registered form, without coupons, in an Authorized Denomination
specified on the face hereof. Such certificated security may not subsequently
be exchanged by a Holder for Notes in denominations of less than the minimum
Authorized Denomination specified on the face hereof.
This Note is not subject to any sinking fund or to the defeasance or
covenant defeasance provisions of the Subordinated Indenture and, unless
otherwise provided above in accordance with the provisions of the following
paragraphs, is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Corporation on
any date on and after the Initial Redemption Date, if any, specified above. If
no Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (or, if the Specified Currency indicated on the
face hereof is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof) at the option of the Corporation at
the applicable Redemption Price (as defined below), together with unpaid
interest, if any, accrued hereon at the applicable rate payable to the date of
redemption (each such date, a "Redemption Date"), on written notice given not
more than 60 nor less than 30 calendar days prior to the Redemption Date. In
the event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof. Whenever less than all the Notes at any time outstanding
are to be redeemed, the terms of the Notes to be so redeemed shall be selected
by the Corporation. In the event of redemption of this Note in part only, a
new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall initially
be the Initial Redemption Percentage, specified above, of the principal amount
of this Note to be redeemed and,
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<PAGE> 13
if greater than 100%, shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any,
specified above, of the principal amount to be redeemed until the Redemption
Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder on the
Optional Repayment Date(s), if any, indicated above. If no Optional Repayment
Date(s) are set forth above, this Note is not subject to repayment at the
option of the Holder hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part in increments
of $1,000 (or, if the Specified Currency indicated on the face hereof is other
than United States dollars, in the minimum Authorized Denomination specified on
the face hereof) at the option of the Holder hereof at a repayment price equal
to the sum of (i) 100% of the unpaid principal amount to be repaid plus (ii)
accrued interest, if any, hereon at the applicable rate payable to the relevant
Optional Repayment Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the form entitled
"Option to Elect Repayment" below duly completed, by one of the Paying Agents
at its office, or such address which the Corporation shall from time to time
notify the Holders of the Notes, not more than 60 nor less than 30 days prior
to the relevant Optional Repayment Date. Exercise of such repayment option by
the Holder hereof shall be irrevocable. In the event of repayment of this Note
in part only, a new Note for the unrepaid portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.
While this Note is held by or on behalf of the Depositary, and
registered in the name of the Depositary or the Depositary's nominee, the
option for repayment may be exercised by the applicable participant that has an
account with the Depositary, on behalf of the beneficial owners of this Note,
by delivering a written notice substantially similar to the above mentioned
form to one of the Paying Agents at its office (or such other address of which
the Corporation shall from time to time notify the Holders), not more than 60
nor less than 30 days prior to the date of repayment. Notices of elections
from participants on behalf of beneficial owners of this Note to exercise their
option to have the interests of such beneficial owners in this Note repaid must
be received by one of the Paying Agents not later than 5:00 P.M., New York City
time, on the last day for giving such notice. In order to ensure that a notice
is received by one of the Paying Agents on a particular day, the beneficial
owner of this Note must so direct the applicable participant before such
participant's deadline for accepting instructions for that day.
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<PAGE> 14
Different firms may have different deadlines for accepting instructions from
their customers. Accordingly, beneficial owners of this Note should consult
the participants through which they own their interest herein for the
respective deadlines for such participants. All notices shall be executed by a
duly authorized officer of such participant (with signature guaranteed) and
shall be irrevocable. In addition, beneficial owners of this Note shall effect
delivery at the time such notices of election are given to the Depositary by
causing the applicable participant to transfer such beneficial owner's interest
in this Note, on the Depositary's records, to the Trustee.
Interest payments on this Note shall include interest accrued from and
including the Original Issue Date indicated above, or the most recent date to
which interest has been paid or duly provided for, to but excluding the related
Interest Payment Date or Maturity, as the case may be. Interest payments for
this Note shall be computed and paid on the basis of a 360-day year of twelve
30-day months if the Day Count Convention specified above is "30/360" for the
period specified thereunder, on the basis of the actual number of days in the
related month and a 360-day year if the Day Count Convention specified above is
"Actual/360" for the period specified thereunder or on the basis of the actual
number of days in the related year and month if the Day Count Convention
specified above is "Actual/Actual" for the period specified thereunder.
As used herein, "Business Day" means, unless otherwise specified above,
any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law, regulation
or executive order to close in The City of New York or Boston, Massachusetts;
provided, however, that, if the Holder hereof shall have duly made an election
to receive payments of principal of and premium, if any, and/or interest on
this Note in the Specified Currency specified on the face hereof, such day is
also not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the principal financial center of the
country of such Specified Currency (or, in the case of ECUs), is not a day
designated as an ECU Non-Settlement Day by the ECU Banking Association or
otherwise generally regarded in the ECU interbank market as a day on which
payments in ECUs shall not be made).
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its Interest Payment Dates or any
other matter relating hereto may be
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<PAGE> 15
modified as specified in an Addendum relating hereto if so specified above.
If an Event of Default (as defined in the Subordinated Indenture) with
respect to the Notes shall occur and be continuing, the principal of all the
Notes may be declared due and payable in the manner and with the effect
provided in the Subordinated Indenture.
If this Note is an Original Issue Discount Note, the amount payable to
the Holder of this Note in the event of redemption, repayment or acceleration
of maturity will be equal to (i) the Amortized Face Amount (as defined below)
as of the date of such event, plus (ii) with respect to any redemption of an
Original Issue Discount Note, the Initial Redemption Percentage specified on
the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if
any) minus 100% multiplied by the Issue Price specified on the face hereof, net
of any portion of such Issue Price which has been paid prior to the date of
redemption, or the portion of the Issue Price (or the net amount) proportionate
to the portion of the unpaid principal amount to be redeemed, plus (iii) any
accrued interest to the date of such event the payment of which would
constitute qualified stated interest payments within the meaning of Treasury
Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the
"Code"). The "Amortized Face Amount" shall mean an amount equal to (i) the
Issue Price hereof plus (ii) the aggregate portions of the original issue
discount (the excess of the amounts considered as part of the "stated
redemption price at maturity" of such Original Issue Discount Note within the
meaning of Section 1273(a)(2) of the Code, whether denominated as principal or
interest, over the Issue Price) which shall theretofore have accrued pursuant
to Section 1272 of the Code (without regard to Section 1272(a)(7) of the Code)
from the date of issue of such Original Issue Discount Note to the date of
determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of such Original Issue Discount Note which has
been paid from the date of issue to the date of determination.
The Subordinated Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Corporation and the rights of the Holders of the Securities
of each series to be affected under the Subordinated Indenture at any time by
the Corporation and the Trustee with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding, as
defined in the Subordinated Indenture, of each series affected thereby. The
Subordinated Indenture also
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<PAGE> 16
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Outstanding Securities of each series at the
time, on behalf of the Holders of all Securities of each series, to waive
compliance with certain provisions of the Subordinated Indenture and certain
past defaults under the Subordinated 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 Subordinated Indenture and no provision of
this Note or of the Subordinated Indenture shall alter or impair the obligation
of the Corporation, which is absolute and unconditional, to pay the principal
of and interest on this Note at the time, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Subordinated Indenture and subject to certain
limitations therein set forth, this registered Note may be presented for
transfer (duly endorsed or accompanied by a written instrument of transfer, if
so required by the Corporation or the Security Registrar) or exchanged for
other Notes of the same series at the office of BancBoston Trust Corporation of
New York in The City of New York or the principal office of The First National
Bank of Boston in The City of Boston.
No service charge shall be made for any such registration of transfer or
exchange, but the Corporation 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
Corporation or the Trustee and any agent of the Corporation or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Corporation,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Note and the Subordinated Indenture shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
All terms used in this Note which are defined in the Subordinated
Indenture shall have the meanings assigned to them in the Subordinated
Indenture.
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<PAGE> 17
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at ________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, one of the Paying Agents must receive at its
office, or at such other place or places of which the Corporation shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown above, this Note with
this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000 (or, if the
Specified Currency indicated on the face hereof is other than United States
dollars, the minimum Authorized Denomination specified on the face hereof)
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be an Authorized Denomination) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$___________________________
NOTICE: The signature on this
Date ______________________ Option to Elect Repayment must
correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.
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<PAGE> 18
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing __________________________________________________
__________________________________________ attorney to transfer said Note on
the books of the Corporation with full power of substitution in the premises.
Dated:
NOTICE: The signature of the registered Holder to this assignment must
correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or any
change whatsoever.
18
<PAGE> 19
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
UNIF GIFT MIN ACT--...............Custodian............
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
19
<PAGE> 1
[FORM OF SUBORDINATED FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
THIS NOTE IS A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF BOSTON
CORPORATION (THE "CORPORATION"), IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER
OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND
OR ANY OTHER GOVERNMENT AGENCY. THE OBLIGATIONS OF BANK OF BOSTON CORPORATION
EVIDENCED BY THIS NOTE ARE TO THE EXTENT AND IN THE MANNER SET FORTH HEREIN,
SUBORDINATE TO BANK OF BOSTON CORPORATION'S OBLIGATIONS TO HOLDERS OF ITS
SENIOR INDEBTEDNESS.
THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SENIOR
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY"), OR ITS NOMINEE, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
BENEFICIAL INTERESTS IN THIS CERTIFICATE WILL BE SHOWN ON, AND TRANSFERS
THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY AND
ITS PARTICIPANTS. THE FIRST NATIONAL BANK OF BOSTON, IN BOSTON, MASSACHUSETTS
AND BANCBOSTON TRUST COMPANY OF NEW YORK IN THE BOROUGH OF MANHATTAN, THE CITY
OF NEW YORK (COLLECTIVELY, THE "PAYING AGENTS") WILL ACT AS THE CORPORATION'S
PAYING AGENTS WITH RESPECT TO THIS NOTE. THE CORPORATION MAY AT ANY TIME
RESCIND THE DESIGNATION OF A PAYING AGENT, APPOINT A SUCCESSOR PAYING AGENT OR
APPROVE A CHANGE IN THE OFFICE THROUGH WHICH ANY PAYING AGENT ACTS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE CORPORATION OR ITS AGENTS FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
1
<PAGE> 2
REGISTERED CUSIP No. ______________ PRINCIPAL AMOUNT
No. FLR___ ______________
BANK OF BOSTON CORPORATION
SUBORDINATED MEDIUM-TERM NOTE
(Floating Rate)
<TABLE>
<CAPTION>
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
<S> <C>
IF LIBOR: IF CMT RATE:
[ ] LIBOR Reuters Designated CMT Telerate Page:
[ ] LIBOR Telerate Designated CMT Maturity Index:
INDEX CURRENCY:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
SPREAD (PLUS OR INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
MINUS):
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT:
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate from to .
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: from to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the period
Fixed Interest Rate: from to .
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT Authorized Denomin-
(if other than IN SPECIFIED CURRENCY ation:
U.S. dollars) (only applicable if [ ] $1,000 and integral
Specified Currency is multiples thereof:
other than U.S. dollars): [ ] Other
[ ] Yes [ ] No
EXCHANGE RATE AGENT:
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Issue Price: %
</TABLE>
2
<PAGE> 3
DEFAULT RATE:
OTHER PROVISIONS:
3
<PAGE> 4
BANK OF BOSTON CORPORATION, a Massachusetts corporation ("Issuer" or
the "Corporation," which terms include any successor corporation under the
Subordinated Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal amount
stated above on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay interest
thereon, at a rate per annum equal to the Initial Interest Rate specified above
until the Initial Interest Reset Date specified above and thereafter at a rate
per annum determined in accordance with the provisions hereof and any Addendum
relating hereto depending upon the Interest Rate Basis or Bases, if any, and
such other terms specified above, until the principal hereof is paid or duly
made available for payment, and (to the extent that the payment of such
interest is legally enforceable) at the Default Rate per annum specified above
on any overdue principal and premium, if any, and on any overdue installment of
interest.
The Corporation will pay interest monthly, quarterly, semi-annually,
annually or such other period as specified above under "Interest Payment
Period", on each Interest Payment Date specified above, commencing on the first
Interest Payment Date specified above next succeeding the Original Issue Date
specified above, and on the Stated Maturity Date or any Redemption Date or
Optional Repayment Date (as defined below) (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and the date on
which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Subordinated Indenture, being
referred to hereinafter as a "Maturity" with respect to principal payable on
such date); provided, however, that if the Original Issue Date falls between a
Regular Record Date (as defined below) and the next succeeding Interest Payment
Date, interest payments will commence on the Interest Payment Date immediately
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date; and provided further, that if an
Interest Payment Date (other than an Interest Payment Date at Maturity) would
otherwise fall on a day that is not a Business Day (as defined below), such
Interest Payment Date shall be postponed to the next succeeding day that is a
Business Day, except that if an Interest Rate Basis is LIBOR, as indicated
above, and such next Business Day falls in the next succeeding calendar month,
such Interest Payment Date shall be the immediately preceding day that is a
Business Day. Unless otherwise specified above, the "Regular Record Date" with
respect to any Interest Payment Date shall be the date 15 calendar days
(whether or not a Business Day) immediately preceding such Interest Payment
Date. If the Maturity of this Note falls on a day which is not a Business Day,
the payment of principal,
4
<PAGE> 5
premium, if any, and interest due at Maturity will be made on the next
succeeding Business Day with the same force and effect as if made on such
Maturity and no interest shall accrue on the amount so payable for the period
from and after such Maturity. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in the
Subordinated Indenture, be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such Interest Payment Date. Any such interest which is
payable, but not punctually paid or duly provided for on any Interest Payment
Date (herein called "Defaulted Interest"), shall forthwith cease to be payable
to the registered Holder on such Regular Record Date, and may be paid to the
Person in whose name this Note 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, or may be paid at any time in
any other lawful manner, all as more fully provided in the Subordinated
Indenture. Interest payable at Maturity will be payable to the Person to whom
the principal hereof shall be payable.
Reference herein to "this Note", "hereof", "herein" and comparable
terms shall include an Addendum hereto if an Addendum is specified above.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, 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
the Authenticating Agent, the manual signature of one of its authorized
signatories, this Note shall not be valid or obligatory for any purpose.
5
<PAGE> 6
IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed.
BANK OF BOSTON CORPORATION
[SEAL] By: ___________________________
Name:
Title:
Attest:
By: ___________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This Note is one of the Securities
referred to in the Subordinated Indenture
referred to herein.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: The First National Bank of Boston, as
Authenticating Agent
By: ________________________ Dated: ______________
Name:
Title:
6
<PAGE> 7
[Reverse of Note]
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Corporation designated as its Subordinated
Medium-Term Notes (the "Notes"). The Notes are issued and to be issued under a
Subordinated Indenture dated as of June 15, 1992 (as amended by the First
Supplemental Indenture dated as of June 24, 1993 (the "First Supplemental
Indenture," referred to collectively herein with the Subordinated Indenture as
the "Subordinated Indenture")), between the Corporation and Norwest Bank
Minnesota, National Association, as Trustee (the "Trustee" which term shall
include any duly appointed successor trustee acting in such capacity), to which
Subordinated Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights thereunder of the
Corporation, the Trustee and the Holders of the Securities and the terms upon
which the Securities are, and are to be, authenticated and delivered. Copies
of the Subordinated Indenture are on file and available for inspection at the
offices of the Trustee located at 6th Street and Marquette Avenue, Minneapolis,
Minnesota 55479 or at such other place or places the Trustee shall designate by
notice to the person in whose name this Note is registered (the "Holder") on
the Security Register (as defined below). The terms of individual Notes may
vary with respect to interest rates or interest rate formulas, issue dates,
maturity, redemption, repayment, currency of payment and otherwise.
The Notes are issuable only in registered form without coupons in the
Authorized Denominations specified on the face hereof. As provided in the
Subordinated Indenture and subject to certain limitations therein set forth,
the Notes are exchangeable for a like aggregate principal amount of Notes
denominated as authorized, as requested by the Holder surrendering the same.
PAYMENT OF PRINCIPAL OF THIS NOTE MAY BE ACCELERATED ONLY IN CERTAIN
EVENTS INVOLVING THE BANKRUPTCY OF THE CORPORATION OR THE RECEIVERSHIP OF THE
FIRST NATIONAL BANK OF BOSTON. THERE IS NO RIGHT OF ACCELERATION IN THE CASE
OF A DEFAULT IN THE PAYMENT OF PRINCIPAL OR INTEREST ON THIS NOTE OR ANY
DEFAULT IN THE PERFORMANCE OF ANY OTHER COVENANT OR AGREEMENT IN THIS NOTE OR
IN THE SUBORDINATED INDENTURE.
The Corporation, for itself, its successors and assigns, covenants and
agrees, and each Holder of this Note likewise covenants and agrees by his, her
or its acceptance hereof, (A) that the obligation of the Corporation to make
any payment on account of the principal of and interest on each and all of the
Securities shall be subordinate and junior in right of payment to the
Corporation's obligations to the holders of Senior
7
<PAGE> 8
Indebtedness of the Corporation (other than Additional Senior Obligations) and
under the circumstances described in clause (B)(ii) of this sentence, to the
holders of Additional Senior Obligations, to the extent provided herein, and
(B) that in the case of any bankruptcy, insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshalling of assets
and liabilities or similar proceedings or any liquidation or winding-up of or
relating to the Corporation as a whole, whether voluntary or involuntary (i)
all obligations of the Corporation to the holders of Senior Indebtedness of the
Corporation (other than Additional Senior Obligations) shall be entitled to be
paid in full before any payment shall be made on account of the principal
(including principal to be paid by delivery of Capital Securities) of, or
premium, if any, or interest, if any, on the Securities or on any Indebtedness
Ranking on a Parity with the Securities and (ii) after payment in full of all
sums owing with respect to Senior Indebtedness of the Corporation (other than
Additional Senior Obligations), the holders of the Securities, together with
the holders of any Indebtedness Ranking on a Parity with the Securities, shall
be entitled, ratably, to be paid from the remaining assets of the Corporation
the amounts at the time due and owing on account of unpaid principal of,
premium, if any, and interest on the Securities and on any Indebtedness Ranking
on a Parity with the Securities before any payment or other distribution,
whether in cash, property or otherwise, shall be made on account of any capital
stock or any Indebtedness Ranking Junior to the Securities, provided, however,
that if, after giving effect to the operation of clause (B)(i) above, (x) any
amount of cash, property or securities remains available for payment or
distribution in respect of the Securities (such cash, property or securities
constituting "Excess Proceeds") and (y) creditors in respect of Additional
Senior Obligations have not received payment in full of amounts due or to
become due thereon or payment of such amounts has not been duly provided for,
then such Excess Proceeds shall first be applied, ratably if and to the extent
provided with respect to any other subordinated indebtedness of the
Corporation, to pay or provide for the payment in full of all such Additional
Senior Obligations before any payment shall be made on account of the principal
of or interest on the Securities.
In addition, in the event of any proceeding described in clause (B)
above, if any payment or distribution of assets of the Corporation of any kind
or character, whether in cash, property or securities, including any such
payment or distribution which may be payable or deliverable by reason of the
payment of any other indebtedness of the Corporation being subordinated to the
payment of the Securities, shall be received by the Trustee or the Holders of
the Securities before all Senior Indebtedness of
8
<PAGE> 9
the Corporation is paid in full, such payment or distribution shall be held in
trust for the benefit of and shall be paid over to the holders of such Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued for application to the payment first,
of all such Senior Indebtedness of the Corporation (other than Additional
Senior Obligations) remaining unpaid and second, of all Senior Indebtedness of
the Corporation constituting Additional Senior Obligations until all such
Senior Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.
The subordination provisions of the foregoing paragraphs shall not be
applicable to amounts at the time due and owing on the securities of any series
on account of the unpaid principal of (or premium, if any) or interest, if any,
on the securities of any series for the payment of which funds have been
deposited in trust with the Trustee or any Paying Agent or have been set aside
by the Corporation in trust in accordance with the provisions of the
Subordinated Indenture; nor shall such provisions impair any rights, interests,
remedies or powers of any secured creditor of the Corporation in respect of any
security the creation of which is not prohibited by the provisions of the
Subordinated Indenture.
In addition, in the event and during the continuation of any default
in the payment of principal of, or premium, if any, or interest on, any Senior
Indebtedness of the Corporation (other than Additional Senior Obligations)
beyond any applicable period of grace, or in the event that any event of
default with respect to any Senior Indebtedness of the Corporation (other than
Additional Senior Obligations) shall have occurred and be continuing, or would
occur as a result of the payment referred to hereinafter, permitting the
holders of such Senior Indebtedness (or trustee on behalf of the holders
thereof) to accelerate the maturity thereof, then, unless and until such
default or event of default shall have been cured or waived or shall have
ceased to exist, no payment of principal of or interest on the Securities, or
in respect of any redemption, exchange, retirement, purchase or other
acquisition of any of the Securities, shall be made by the Corporation.
The securing of any Indebtedness Ranking on a Parity with the
Securities or Indebtedness Ranking Junior to the Securities shall not be deemed
to prevent such obligations from constituting Indebtedness Ranking on a Parity
with the Securities or Indebtedness Ranking Junior to the Securities.
9
<PAGE> 10
Each Holder of this Note, by the acceptance hereof, agrees to be bound
by the terms and conditions set forth in this Note and in the Subordinated
Indenture, including, without limitation, Article XIII thereof.
Unless otherwise specified herein, payments of principal of and
premium, if any, and interest on this Note are payable by the Corporation in
the Specified Currency specified on the face hereof (or, if such Specified
Currency is not at the time of such payment legal tender for the payment of
public and private debts, in such other coin or currency of the country which
issued such Specified Currency as at the time of such payment is legal tender
for the payment of such debts). If the Specified Currency specified on the
face hereof is other than United States dollars, any such amounts paid by the
Corporation will be converted by the Exchange Rate Agent specified on the face
hereof into United States dollars for payment to the Holder of this Note.
If the Specified Currency on the face hereof is other than United
States dollars, any United States dollar amount to be received by the Holder of
this Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Corporation for
the purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Foreign Currency Notes denominated
in a currency other than United States dollars scheduled to receive United
States dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.
The Holder of this Note may elect to receive payment of the principal
of and premium, if any, and/or interest on this Note in the Specified Currency
specified on the face hereof by submitting a written request for such payment
to the Trustee at its principal corporate trust office in Minneapolis,
Minnesota on or prior to the applicable Record Date or at least fifteen
calendar days prior to the Maturity, as the case may be. Such written request
may be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. The Holder of this Note may elect to receive payment
in the applicable Specified Currency for all such principal, premium, if any,
and interest payments and need not file a separate election for each payment.
Such
10
<PAGE> 11
election will remain in effect until revoked by written notice to the Trustee,
but written notice of any such revocation must be received by the Trustee on or
prior to the applicable Record Date or at least fifteen calendar days prior to
the Maturity, as the case may be.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest in the Specified Currency
specified on the face hereof and the applicable Specified Currency is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Corporation, the Corporation shall be entitled to
satisfy its obligations to the Holder hereof by making such payment in United
States dollars on the basis of the Market Exchange Rate on the second Business
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise provided herein. The "Market Exchange Rate" for a Specified
Currency other than United States dollars means the noon dollar buying rate in
The City of New York for cable transfer for such Specified Currency as
certified for customs purposes by (or if not so certified, as otherwise
determined by) the Federal Reserve Bank of New York. Any payment made under
such circumstances in United States dollars where the required payment is in a
Specified Currency other than United States dollars will not constitute an
Event of Default under the Subordinated Indenture with respect to this Note.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest hereon in the Specified
Currency specified on the face hereof and such Specified Currency is European
Currency Units ("ECUs") or another currency unit, and such currency unit is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Corporation's control, then the Corporation shall be entitled, but
not required, to make any payments in respect of this Note in United States
dollars until such currency unit is again available. The amount of each
payment in United States dollars shall be computed on the basis of the
equivalent of the currency unit in United States dollars, which shall be
determined by the Exchange Rate Agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts
that were components of the currency unit as of the last day on which the
currency unit was used. The equivalent of the currency unit in United States
dollars shall be calculated by aggregating the United States dollar equivalents
of the Component Currencies. The United States dollar equivalent of each of
the Component Currencies shall be determined by the Exchange Rate Agent on the
basis of
11
<PAGE> 12
the most recently available Market Exchange Rate for each such Component
Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder hereof.
Except as otherwise provided in the Subordinated Indenture and as set
forth below, the Notes will be represented by one or more global securities,
registered in the name of the Depositary or its nominee and ownership of the
Notes shall be maintained in book-entry form by the Depositary for the accounts
of participating organizations of the Depositary. This Note is exchangeable
for definitive Notes in registered form to persons other than the Depositary or
its nominee only if (a) the Depositary notifies the Corporation in writing that
it is no longer willing or able to continue as a depositary for the Notes or if
the Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and a successor depositary is not appointed
by the Corporation within ninety days after the effective date of the
Depositary's ceasing to act as depositary for the Notes, (b) the Corporation,
at its option, notifies the Trustee in writing that it elects to cause the
issuance of Notes in definitive form, or (c) any event shall have happened and
be continuing which, after notice or lapse of time, or both, would constitute
an Event of Default with respect to the Notes. In the event of such
occurrences, upon the surrender by the Depositary or a successor depositary of
this Note the Corporation will execute, and the Trustee will, upon the
execution of the then standard form of the Trustee's agreement for certificated
securities and upon receipt of instructions in writing from the Corporation,
authenticate and deliver securities of like tenor and terms in definitive form
to each person that the Depositary or a successor depositary identifies as the
beneficial owner of an interest in this Note in an aggregate
12
<PAGE> 13
principal amount equal to the principal amount of Notes represented by this
Note then outstanding in exchange for this Note. Any such certificated
security will be issued in fully registered form, without coupons, in an
Authorized Denomination specified on the face hereof. Such certificated
security may not subsequently be exchanged by a Holder for Notes in
denominations of less than the minimum Authorized Denomination specified on the
face hereof.
This Note is not subject to any sinking fund or to the defeasance or
covenant defeasance provisions of the Subordinated Indenture and, unless
otherwise provided above in accordance with the provisions of the following
paragraphs, is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Corporation on
any date on and after the Initial Redemption Date, if any, specified above. If
no Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (or, if the Specified Currency indicated on the
face hereof is other than United States dollars, the minimum Authorized
Denomination specified on the face hereof) at the option of the Corporation at
the applicable Redemption Price (as defined below), together with unpaid
interest, if any, accrued hereon at the applicable rate payable to the date of
redemption (each such date, a "Redemption Date"), on written notice given not
more than 60 nor less than 30 calendar days prior to the Redemption Date. In
the event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof. Whenever less than all the Notes at any time outstanding
are to be redeemed, the terms of the Notes to be so redeemed shall be selected
by the Corporation. In the event of redemption of this Note in part only, a
new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and, if greater than 100%, shall
decline at each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.
13
<PAGE> 14
This Note may be subject to repayment at the option of the Holder on
the Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note is not subject to repayment at
the option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 (or, if the Specified Currency indicated on the face
hereof is other than United States dollars, in the minimum Authorized
Denomination specified on the face hereof) at the option of the Holder hereof
at a repayment price equal to the sum of (i) 100% of the unpaid principal
amount to be repaid plus (ii) accrued interest, if any, hereon at the
applicable rate payable to the relevant Optional Repayment Date. For this Note
to be repaid in whole or in part at the option of the Holder hereof, this Note
must be received, with the form entitled "Option to Elect Repayment" below duly
completed, by one of the Paying Agents at its office, or such address which the
Corporation shall from time to time notify the Holders of the Notes, not more
than 60 nor less than 30 days prior to the relevant Optional Repayment Date.
Exercise of such repayment option by the Holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note for the
unrepaid portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof.
While this Note is held by or on behalf of the Depositary, and
registered in the name of the Depositary or the Depositary's nominee, the
option for repayment may be exercised by the applicable participant that has an
account with the Depositary, on behalf of the beneficial owners of this Note,
by delivering a written notice substantially similar to the above mentioned
form to one of the Paying Agents at its office (or such other address of which
the Corporation shall from time to time notify the Holders), not more than 60
nor less than 30 days prior to the date of repayment. Notices of elections
from participants on behalf of beneficial owners of this Note to exercise their
option to have the interests of such beneficial owners in this Note repaid must
be received by one of the Paying Agents not later than 5:00 P.M., New York City
time, on the last day for giving such notice. In order to ensure that a notice
is received by one of the Paying Agents on a particular day, the beneficial
owner of this Note must so direct the applicable participant before such
participant's deadline for accepting instructions for that day. Different
firms may have different deadlines for accepting instructions from their
customers. Accordingly, beneficial owners of this Note should consult the
participants through which they own their interest herein for the respective
deadlines for such participants. All notices shall be executed by a duly
authorized officer of such participant (with signature guaranteed) and shall be
irrevocable. In addition, beneficial
14
<PAGE> 15
owners of this Note shall effect delivery at the time such notices of election
are given to the Depositary by causing the applicable participant to transfer
such beneficial owner's interest in this Note, on the Depositary's records, to
the Trustee.
The interest rate borne by this Note shall be determined as follows:
1. If this Note is designated as a Regular Floating Rate
Note on the face hereof or if no designation is made for Interest
Calculation on the face hereof, then, except as described below or in
an Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases
shown on the face hereof (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if
any, specified and applied in the manner described on the face hereof.
Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof;provided, however, that the
interest rate in effect for the period from the Original Issue Date to
the Initial Interest Reset Date will be the Initial Interest Rate.
2. If this Note is designated as a Floating Rate/Fixed
Rate Note on the face hereof, then, except as described below or in an
Addendum hereto, this Note shall bear interest at the rate determined
by reference to the applicable Interest Rate Basis or Bases shown on
the face hereof (i) plus or minus the applicable Spread, if any,
and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof.
Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof;provided, however, that (i)
the interest rate in effect for the period from the Original Issue
Date to the Initial Interest Reset Date shall be the Initial Interest
Rate; and (ii) the interest rate in effect for the period commencing
on, and including, the Fixed Rate Commencement Date to the Maturity
shall be the Fixed Interest Rate, if such a rate is specified on the
face hereof, or if no such Fixed Interest Rate is so specified, the
interest rate in effect hereon on the Business Day immediately
preceding the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating
Rate Note on the face hereof, then, except as described below or in an
Addendum hereto, this Note shall bear
15
<PAGE> 16
interest equal to the Fixed Interest Rate indicated on the face hereof
minus the rate determined by reference to the applicable Interest Rate
Basis or Bases shown on the face hereof (i) plus or minus the
applicable Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the manner
described on the face hereof; provided, however, that, unless otherwise
specified on the face hereof, the interest rate hereon will not be
less than zero percent. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note is payable shall be
reset as of each Interest Reset Date specified on the face
hereof; provided, however, that the interest rate in effect for the
period from the Original Issue Date to the Initial Interest Reset Date
shall be the Initial Interest Rate.
Notwithstanding the foregoing, if this Note is designated on the face
hereof as having an Addendum attached, this Note shall bear interest in
accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on each day
shall be (a) if such day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date (as defined below) immediately
preceding such Interest Reset Date or (b) if such day is not an Interest Reset
Date, the interest rate determined as of the Interest Determination Date
immediately preceding the next preceding Interest Reset Date. Each Interest
Rate Basis shall be the rate determined in accordance with the applicable
provision below. If any Interest Reset Date (which term includes the term
Initial Interest Reset Date unless the context otherwise requires) would
otherwise be a day that is not a Business Day, such Interest Reset Date shall
be postponed to the next succeeding day that is a Business Day, except that if
an Interest Rate Basis specified on the face hereof is LIBOR and such next
Business Day falls in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day.
Unless otherwise specified on the face hereof, interest payable on
this Note on any Interest Payment Date shall be the amount of interest accrued
from and including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the Original Issue Date specified
on the face hereof, if no interest has been paid), to but excluding the related
Interest Payment Date or Maturity, as the case may be.
Unless otherwise specified on the face hereof, accrued interest hereon
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued
16
<PAGE> 17
interest factor shall be computed by adding the interest factor calculated for
each day in the period for which accrued interest is being calculated. Unless
otherwise specified on the face hereof, the interest factor for each such day
shall be computed on the basis of a 360-day year of twelve 30-day months if the
Day Count Convention specified on the face hereof is "30/360" for the period
specified thereunder, or by dividing the interest rate applicable to such day
by 360 if the Day Count Convention specified on the face hereof is "Actual/360"
for the period specified thereunder or by the actual number of days in the year
if the Day Count Convention specified on the face hereof is "Actual/Actual" for
the period specified thereunder. If interest on this Note is to be calculated
with reference to two or more Interest Rate Bases as specified on the face
hereof, the interest factor will be calculated in each period in the same
manner as if only one of the applicable Interest Rate Bases applied.
Unless otherwise specified on the face hereof, the "Interest
Determination Date" with respect to the CMT Rate, the Commercial Paper Rate,
the Federal Funds Rate and the Prime Rate will be the second Business Day
immediately preceding each Interest Reset Date; the "Interest Determination
Date" with respect to the Eleventh District Cost of Funds Rate will be the last
working day of the month immediately preceding each Interest Reset Date on
which the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below); the "Interest Determination Date" with
respect to LIBOR shall be the second London Business Day (as defined below)
immediately preceding each Interest Reset Date; and the "Interest Determination
Date" with respect to the Treasury Rate will be the day in the week in which
the related Interest Reset Date falls on which day Treasury bills (as defined
below) are normally auctioned (Treasury bills are normally sold at auction on
Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that such auction may
be held on the preceding Friday); provided, however, that if an auction is held
on the Friday of the week preceding the related Interest Reset Date, the
Interest Determination Date shall be such preceding Friday; and provided,
further, that if an auction shall fall on any Interest Reset Date, then the
Interest Reset Date shall instead be the first Business Day following such
auction. If the interest rate of this Note is determined with reference to two
or more Interest Rate Bases as specified on the face hereof, the Interest
Determination Date pertaining to this Note will be the most recent Business
Day which is at least two Business Days prior to the related Interest Reset
Date on which each Interest Rate Basis is determinable. Each Interest Rate
Basis shall be determined on such date, and the applicable interest rate shall
take effect on the related Interest Reset Date.
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<PAGE> 18
Unless otherwise specified on the face hereof, the "Calculation Date"
pertaining to any Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if 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. All calculations on this Note shall be made by the Calculation
Agent specified on the face hereof or such successor thereto as is duly
appointed by the Corporation. The determination of any interest rate by the
Calculation Agent shall be final and binding absent manifest error.
All percentages resulting from any calculation on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655) and
9.876544% (or 0.09876544) would be rounded to 9.87654% (or 0.0987654)), and all
dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent (with one-half cent being rounded upward).
As used herein, "Business Day" means, unless otherwise specified
above, any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized or required by
law, regulation or executive order to close in The City of New York or Boston,
Massachusetts; provided, however, that, if the Holder hereof shall have duly
made an election to receive payments of principal of and premium, if any,
and/or interest on this Note in the Specified Currency specified on the face
hereof, such day is also not a day on which banking institutions are authorized
or required by law, regulation or executive order to close in the principal
financial center of the country of such Specified Currency (or, in the case of
ECUs, is not a day designated as an ECU Non-Settlement Day by the ECU Banking
Association or otherwise generally regarded in the ECU interbank market as a
day on which payments in ECUs shall not be made); provided further, that, if
LIBOR is an applicable Interest Rate Basis specified on the face hereof, such
day is also a London Business Day. "London Business Day" means any day (i) if
the Index Currency specified on the face hereof is other than ECU, on which
dealings in such Index Currency are transacted in the London interbank market
or (ii) if the Index Currency is ECU, that is not designated as an ECU
Non-Settlement Day by the ECU Banking Association or otherwise generally
regarded in the ECU interbank market as a day on which payments in ECUs shall
not be made.
18
<PAGE> 19
Determination of CMT Rate. If an Interest Rate Basis for this Note is
the CMT Rate, as indicated on the face hereof, the CMT Rate shall be determined
as of the applicable Interest Determination Date (a "CMT Rate Interest
Determination Date"), as the rate displayed on the Designated CMT Telerate Page
(as defined below) under the caption "...Treasury Constant Maturities...Federal
Reserve Board Release H.15...Mondays Approximately 3:45 P.M.," under the column
for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in
which the related CMT Rate Interest Determination Date occurs. If such rate is
no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published by the Board of Governors of
the Federal Reserve System in the relevant weekly statistical release entitled
"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)"). If such rate is no longer published, or if not published by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the CMT Rate
Interest Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in the relevant H.15(519). If such
information is not provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the CMT Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be a yield to
maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an original maturity
of approximately the
19
<PAGE> 20
Designated CMT Maturity Index and a remaining term to maturity of not less than
such Designated CMT Maturity Index minus one year. If the Calculation Agent
cannot obtain three such Treasury Note quotations, the CMT Rate for such CMT
Rate Interest Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 P.M., New York City time, on
the CMT Rate Interest Determination Date of three Reference Dealers in The City
of New York (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity
of approximately the Designated CMT Maturity Index have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the quotes for the
Treasury Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated on the face hereof (or any other page
as may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be 2 years.
Determination of Commercial Paper Rat. If an Interest Rate Basis for
this Note is the Commercial Paper Rate, as indicated on the face hereof, the
Commercial Paper Rate shall be determined as of the applicable Interest
Determination Date (a "Commercial
20
<PAGE> 21
Paper Rate Interest Determination Date"), as the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Commercial Paper". In the event that such rate is not published by 3:00 P.M.,
New York City time, on the related Calculation Date, then the Commercial Paper
Rate shall be the Money Market Yield on such Commercial Paper Rate Interest
Determination Date of the rate for commercial paper having the Index Maturity
shown on the face hereof as published by the Federal Reserve Bank of New York
in its daily statistical release entitled "Composite 3:30 P.M. Quotations for
U.S. Government Securities" or any successor publication ("Composite
Quotations") under the heading "Commercial Paper" (with an Index Maturity of
one month or three months being deemed to be equivalent to an Index Maturity of
30 days or 90 days, respectively). If by 3:00 P.M., New York City time, on the
related Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the Commercial Paper Rate on such Commercial Paper
Rate 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
at approximately 11:00 A.M., New York City time, on such Commercial Paper Rate
Interest Determination Date of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial paper having
the Index Maturity specified on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally recognized
statistical rating organization; provided, however, that if any of the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate determined as of such Commercial Paper
Rate Interest Determination Date shall be the rate in effect on such Commercial
Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
-------------
360-(D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of Eleventh District Cost of Funds Rat. If an Interest
Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as
indicated on the face hereof, the Eleventh District Cost of Funds Rate shall be
determined as of the applicable Interest Determination Date (an "Eleventh
District
21
<PAGE> 22
Cost of Funds Rate Interest Determination Date"), as the rate equal to the
monthly weighted average cost of funds for the calendar month immediately
preceding the month in which such Eleventh District Cost of Funds Rate Interest
Determination Date falls, as set forth under the caption "11th District" on
Telerate Page 7058 (as defined below) as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Interest Determination Date. If such
rate does not appear on Telerate Page 7058 on any related Eleventh District
Cost of Funds Rate Interest Determination Date, the Eleventh District Cost of
Funds Rate for such Eleventh District Cost of Funds Rate 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 FHLB of San Francisco as such cost of
funds for the calendar month immediately preceding the date of such
announcement. If the FHLB of San Francisco fails to announce such rate for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds Rate
determined as of such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the Eleventh District Cost of Funds Rate in effect
on such Eleventh District Cost of Funds Rate Interest Determination Date.
"Telerate Page 7058" means the display designated as page "7058" on
the Dow Jones Telerate Service (or such other page as may replace the 7058 page
on that service for the purpose of displaying the monthly weighted average cost
of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District).
Determination of Federal Funds Rate. If an Interest Rate Basis for
this Note is the Federal Funds Rate, as indicated on the face hereof, the
Federal Funds Rate shall be determined as of the applicable Interest
Determination Date (a "Federal Funds Rate Interest Determination Date"), as the
rate on such date for federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such Federal Funds Rate
Interest Determination Date, as published in Composite Quotations under the
heading "Federal Funds/Effective Rate." If by 3:00 P.M., New York City time,
on the related Calculation Date such rate is not published in either H.15(519)
or Composite Quotations, then the Federal Funds Rate on such Federal Funds Rate
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged prior to 9:00 A.M., New York City
time, on such Federal Funds Rate Interest Determination Date
22
<PAGE> 23
by three leading brokers of federal funds transactions in The City of New York
selected by the Calculation Agent; provided, however, that if any of the
brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as of such
Federal Funds Rate Interest Determination Date shall be the Federal Funds Rate
in effect on such Federal Funds Rate Interest Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this Note is
LIBOR, as indicated on the face hereof, LIBOR shall be determined by the
Calculation Agent as of the applicable Interest Determination Date (a "LIBOR
Interest Determination Date") in accordance with the following provisions:
(i) if "LIBOR Telerate" is specified on the face hereof or if
neither "LIBOR Telerate" nor "LIBOR REUTERS" is specified as the
method for determining LIBOR with respect to a LIBOR Interest
Determination Date for this Note (a "LIBOR Interest Determination
Date"), LIBOR will be the rate for deposits in the Index Currency
having the Index Maturity designated above, commencing on the second
London Business Day immediately following such LIBOR Interest
Determination Date, that appears on the Designated LIBOR Page
specified above as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, or (b) if "LIBOR Reuters" is specified on the face
hereof as the method for determining LIBOR, with respect to an
Interest Determination Date relating to this Note, LIBOR will be
determined on the basis of the arithmetic mean of the offered rates
(unless the specified Designated LIBOR Page by its terms provides for
only a single rate, in which case such single rate shall be used) for
deposits in the Index Currency having the Index Maturity designated
above, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, that appear on the
Designated LIBOR Page specified above as of 11:00 A.M., London time,
on such LIBOR Interest Determination Date, if at least two such
offered rates appear (unless, as aforesaid, only a single rate is
required) on such Designated LIBOR Page. If no such rate appears, of
if fewer than two such offered rates appear, as applicable, LIBOR in
respect of the related LIBOR Interest Determination Date will be
determined in accordance with the provisions described in clause (ii)
below.
(ii) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear, or no rate appears, as the
case may be, on the applicable Designated LIBOR Page as specified in
clause (i) above, the Calculation Agent will request the principal
London offices of each of four major reference banks in the London
23
<PAGE> 24
interbank market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in the Index
Currency for the period of the Index Maturity specified above,
commencing on the second London Business Day immediately following
such LIBOR Interest Determination Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time. If at least two such quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately 11:00
A.M., in the applicable Principal Financial Center, on such LIBOR
Interest Determination Date by three major banks in such Principal
Financial Center, selected by the Calculation Agent for loans in the
Index Currency to leading European banks, having the Index maturity
specified on the face hereof and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time; provided, however, that if the banks so selected
by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR determined as of such LIBOR Interest Determination
Date shall be LIBOR in effect on such LIBOR Interest Determination
Date.
"Index Currency" means the currency (including composite currencies)
specified on the face hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified above, the Index Currency shall
be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Telerate" is
specified above, or neither "LIBOR Reuters" or "LIBOR Telerate" is specified
above, the display on the Dow Jones Telerate Service for the purpose of
displaying the London interbank offered rates of major banks for the applicable
Index Currency or (b) if "LIBOR Reuters" is specified on the face hereof, the
display on the Reuters Monitor Money Rates Service for the purpose of
displaying the London interbank offered rates of major banks for the applicable
Index Currency.
"Principal Financial Center" will generally be the capital city of the
country for the specified Index Currency, except that with respect to United
States dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss Francs and
ECUs, the Principal
24
<PAGE> 25
Financial Center shall be The City of New York, Frankfurt, Amsterdam, Milan,
Zurich and Brussels, respectively.
Determination of Prime Rate. If an Interest Rate Basis for this Note
is the Prime Rate, as indicated on the face hereof, the Prime Rate shall be
determined as of the applicable Interest Determination Date (a "Prime Rate
Interest Determination Date") as the rate on such date as such rate is
published in H.15(519) under the heading "Bank Prime Loan". If such rate is
not published prior to 3:00 P.M., New York City time, on the related
Calculation Date, then the Prime Rate shall be the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for such Prime Rate Interest Determination Date. If fewer than four
such rates but more than one such rate appear on the Reuters Screen NYMF Page
for such Prime Rate Interest Determination Date, the Prime Rate shall be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date by three, or two if only two such rates
are quoted, major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two such rates appear on the Reuters Screen
NYMF Page, the Prime Rate will be determined by the Calculation Agent on the
basis of the rates furnished in The City of New York by three, or two if only
two such rates are quoted, 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 U.S. $500 million and being subject to
supervision or examination by a Federal or state authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if
fewer than two such substitute banks or trust companies selected as aforesaid
are quoting as mentioned in this sentence, the Prime Rate determined as of such
Prime Rate Interest Determination Date shall be the Prime Rate in effect on
such Prime Rate Interest Determination Date.
"Reuters Screen NYMF Page" means the display designated as page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
Determination of Treasury Rate. If an Interest Rate Basis for this
Note is the Treasury Rate, as specified on the face hereof, the Treasury Rate
shall be determined as of the applicable Interest Determination Date (a
"Treasury Rate Interest Determination Date") as the rate applicable to the most
recent auction of direct obligations of the United States ("Treasury
25
<PAGE> 26
Bills") having the Index Maturity specified on the face hereof, as such rate is
published in H.15(519) under the heading "Treasury Bills -- auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation 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 specified on the face hereof are not
reported as provided by 3:00 P.M., New York City time, on such Calculation
Date, or if no such auction is held in a particular week, then the Treasury
Rate shall be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., New York City
time, on such Treasury Rate Interest Determination Date, of three leading
primary United States government securities dealers selected by the Calculation
Agent, for the issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified on the face hereof; provided, however, that if any of
the dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Treasury Rate determined as of such Treasury
Rate Interest Determination Date shall be the Treasury Rate in effect on such
Treasury Rate Interest Determination Date.
Any provision contained herein, including the determination of an
Interest Rate Basis, the specification of an Interest Rate Basis, calculation
of the interest rate applicable to this Note, its Interest Payment Dates or any
other matter relating hereto may be modified as specified in an Addendum
relating hereto if so specified on the face hereof.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. In addition to any
Maximum Interest Rate applicable hereto pursuant to the above provisions, the
interest rate on this Note will in no event be higher than the maximum rate
permitted by Massachusetts law, as the same may be modified by United States
law of general application. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each Calculation
Date. Unless otherwise specified on the face hereof, The First National Bank
of Boston will be the Calculation Agent. The determination of any interest
rate by the Calculation Agent shall be final and binding absent manifest error.
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At the request of the Holder hereof, the Calculation Agent shall
provide to the Holder hereof the interest rate hereon then in effect and, if
determined, the interest rate which shall become effective as of the next
Interest Reset Date.
If an Event of Default (as defined in the Subordinated Indenture) with
respect to the Notes shall occur and be continuing, the principal of all the
Notes may be declared due and payable in the manner and with the effect
provided in the Subordinated Indenture.
If this Note is an Original Issue Discount Note, the amount payable to
the Holder of this Note in the event of redemption, repayment or acceleration
of maturity will be equal to (i) the Amortized Face Amount (as defined below)
as of the date of such event, plus (ii) with respect to any redemption of an
Original Issue Discount Note, the Initial Redemption Percentage specified on
the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if
any) minus 100% multiplied by the Issue Price specified on the face hereof, net
of any portion of such Issue Price which has been paid prior to the date of
redemption, or the portion of the Issue Price (or the net amount) proportionate
to the portion of the unpaid principal amount to be redeemed, plus (iii) any
accrued interest to the date of such event the payment of which would
constitute qualified stated interest payments within the meaning of Treasury
Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the
"Code"). The "Amortized Face Amount" shall mean an amount equal to (i) the
Issue Price hereof plus (ii) the aggregate portions of the original issue
discount (the excess of the amounts considered as part of the "stated
redemption price at maturity" of such Original Issue Discount Note within the
meaning of Section 1273(a)(2) of the Code, whether denominated as principal or
interest, over the Issue Price) which shall theretofore have accrued pursuant
to Section 1272 of the Code (without regard to Section 1272(a)(7) of the Code)
from the date of issue of such Original Issue Discount Note to the date of
determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of such Original Issue Discount Note which has
been paid from the date of issue to the date of determination.
The Subordinated Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Corporation and the rights of the Holders of the Securities
of each series to be affected under the Subordinated Indenture at any time by
the Corporation and the Trustee with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding, as
defined in the Subordinated Indenture, of each
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series affected thereby. The Subordinated Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Outstanding Securities of each series at the time, on behalf of the
Holders of all Securities of each series, to waive compliance with certain
provisions of the Subordinated Indenture and certain past defaults under the
Subordinated 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 Subordinated Indenture and no provision of
this Note or of the Subordinated Indenture shall alter or impair the obligation
of the Corporation, which is absolute and unconditional, to pay the principal
of and interest on this Note at the time, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Subordinated Indenture and subject to certain
limitations therein set forth, this registered Note may be presented for
transfer (duly endorsed or accompanied by a written instrument of transfer, if
so required by the Corporation or the Security Registrar) or exchanged for
other Notes of the same series at the office of BancBoston Trust Corporation of
New York in The City of New York or the principal office of The First National
Bank of Boston in The City of Boston.
No service charge shall be made for any registration of transfer or
exchange, but the Corporation 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 Corporation or the Trustee and any agent of the Corporation or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.
This Note and the Subordinated Indenture shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.
All terms used in this Note which are defined in the Subordinated
Indenture shall have the meanings assigned to them in the Subordinated
Indenture.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at ________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, one of the Paying Agents must receive at
its office, or at such other place or places of which the Corporation shall
from time to time notify the Holder of this Note, not more than 60 nor less
than 30 days prior to an Optional Repayment Date, if any, shown above, this
Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000) (or, if the
Specified Currency indicated on the face hereof is other than United States
dollars, in the minimum Authorized Denomination specified on the face hereof)
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be an Authorized Denomination) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$___________________________
NOTICE: The signature on this
Date ______________________ Option to Elect Repayment must
correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.
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ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
______________________________________ attorney to transfer said Note on the
books of the Corporation with full power of substitution in the premises.
Dated:
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
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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
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
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