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) March 27, 1995
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FLEET FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
RHODE ISLAND
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(State or other jurisdiction of incorporation)
1-6366 05-0341324
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(Commission File Number) (IRS Employer Identification No.)
One Federal Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 292-2000
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(Former name or former address, if changed since last report)
Page 1 of Pages
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Exhibit Index on Page 4
Item 5. Other Materially Important Events.
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On March 27, 1996, Registrant authorized the sale of and
established the terms of $1,313,400,000 in aggregate principal
amount of its Medium-Term Notes, Series J and K (the
"Institutional Notes"), including $300,000,000 in aggregate
principal amount of its Retail Medium-Term Notes, Series J and K
(the "Retail Notes, collectively with the Institutional Notes, the
"Notes"), under Registration Statement No. 333-00701. The Notes
have maturities ranging from nine months to thirty years and bear
interest at fixed or floating rates. The Institutional Notes are
to be offered by Registrant's Agents, Fleet Bank of Massachusetts,
National Association, Goldman, Sachs & Co., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities Inc. and Salomon Brothers Inc. The Retail Notes are to
be offered by Registrant's Agent, Smith Barney Inc.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements
Not applicable
(b) Pro Forma Financial Statements
Not applicable
(c) Exhibits
The following exhibits are filed as part of this report:
(1)(a) Selling Agency Agreement dated March 27, 1996 between
Registrant, Goldman Sachs & Co., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities, Inc. and Salomon Brothers Inc
(1)(b) Selling Agency Agreement dated March 27, 1996 between
Registrant and Smith Barney Inc.
(1)(c) Distribution Agreement dated March 27, 1996 between
Registrant and Fleet Bank of Massachusetts, National Association
(4)(a) Specimen certificate of the Series J Senior Medium-Term
Note
(4)(b) Specimen certificate of the Series K Subordinated Medium-
Term Note
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(4)(c) Specimen certificate of the Series J Senior
Retail Medium-Term Note
(4)(d) Specimen certificate of the Series K Subordinated
Retail Medium-Term Note
(5) Opinion of Edwards & Angell, counsel to the Registrant.
(12) Statement of Computation of Ratios (for consolidated ratios
of earnings to fixed charges contained in the Prospectus dated
March 25, 1996 and Prospectus Supplement dated March 27, 1996
relating to the Notes) (incorporated by reference to Exhibit
12(a) of Registration Statement No. 333-000701).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed in its
behalf by the undersigned hereunto duly authorized.
FLEET FINANCIAL GROUP, INC.
Registrant
By /s/ Douglas L. Jacobs
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Douglas L. Jacobs
Treasurer
Date: March 27, 1996
Exhibit 1(a)
Fleet Financial Group, Inc.
U.S.$1,313,400,000
Senior Medium-Term Notes, Series J and
Subordinated Medium-Term Notes, Series K
Due Nine Months or More
from Date of Issue
Selling Agency Agreement
March 27, 1996
New York, New York
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
Merrill Lynch & Co.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
World Financial Center
North Tower, 10th Floor
New York, N.Y. 10281-1310
J.P. Morgan Securities Inc.
60 Wall Street
New York, N.Y. 10260
Salomon Brothers Inc
Seven World Trade Center
New York, N.Y. 10048
Dear Sirs:
Fleet Financial Group, Inc., a Rhode Island corporation (the
"Company"), confirms its agreement with each of you with respect to the
issue and sale by the Company of up to $1,313,400,000 aggregate principal
amount of its Senior Medium-Term Notes, Series J and Subordinated Medium-
Term Notes, Series K (respectively, the "Senior Notes" and the
"Subordinated Notes"), Due Nine Months or More from Date of Issue
(collectively, the "Notes"). The Senior Notes are to be issued under an
indenture dated as of October 1, 1992, between the Company and The First
National Bank of Chicago (the "Senior Trustee" or "First Chicago"), as
trustee (the "Senior Indenture"). The Subordinated Notes are to be issued
under an indenture dated as of October 1,
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2
1992, between the Company and First Chicago as trustee (the "Subordinated
Trustee" and, collectively with the Senior Trustee, the "Trustee") as
supplemented by a first supplemental indenture dated as of November 30,
1992, between the Company and the Subordinated Trustee (as so supplemented,
the "Subordinated indenture" and collectively with the Senior Indenture,
the "Indentures"). The Notes will be issued in minimum denominations of
$1,000 and integral multiples thereof, will be issued only in fully
registered form and will have the annual interest rates, maturities and, if
appropriate, other terms set forth in a supplement to the Prospectus
referred to below. The Notes will be issued, and the terms thereof
established, in accordance with the applicable Indenture and the Medium-
Term Notes Administrative Procedures attached hereto as Exhibit A (the
"Procedures") (unless a Terms Agreement (as defined in Section 2(b))
modifies or otherwise supersedes such Procedures with respect to Notes
issued pursuant to such Terms Agreement). The Procedures may only be
amended by written agreement of the Company and you after notice to, and
with the approval of, the Trustee. For the purposes of this Agreement, the
term "Agent" shall refer to any of you acting solely in the capacity as
agent for the Company pursuant to Section 2(a) and not as principal
(collectively, the "Agents"), the term "Purchaser" shall refer to one of
you acting solely as principal pursuant to Section 2(b) and not as agent,
and the term "you" shall refer to you collectively whether at any time any
of you is acting in both such capacities or in either such capacity. In
acting under this Agreement, in whatever capacity, each of you is acting
individually and not jointly.
1. Representations and Warranties. The Company represents and
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warrants to, and agrees with, you as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in paragraph (d) hereof.
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (File Number: 333-00701), including a basic
prospectus, which also constitutes pursuant to Rule 429 under the Act
Post-Effective Amendment No. 1 to
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registration statement on such Form (File Numbers: 33-63631) and which
has become effective, for the registration under the Act of securities
(the "Securities"), including the Notes, in an aggregate principal
amount of $1,488,400,000. Such registration statement, as amended at
the date of this Agreement, meets the requirements set forth in Rule
415(a)(1)(ix) or (x) under the Act and complies in all other material
respects with said Rule. The Company has included in such
registration statement, as amended at the date of this Agreement, or
has filed or will file with the Commission pursuant to the applicable
paragraph of Rule 424(b) under the Act, a supplement to the form of
prospectus included in such registration statement relating to the
Notes and the plan of distribution thereof (the "Prospectus
Supplement"). In connection with the sale of Notes the Company
proposes to file with the Commission pursuant to the applicable para-
graph of Rule 424(b) under the Act further supplements to the
Prospectus Supplement specifying the interest rates, maturity dates
and, if appropriate, other terms of the Notes sold pursuant hereto or
the offering thereof.
(b) As of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission, as of the
date of any Terms Agreement, on each day of an Offering Period
(referred to below) and at the date of delivery by the Company of any
Notes sold hereunder (a "Closing Date"), (i) the Registration
Statement, as amended as of any such time, and the Prospectus, as
supplemented as of any such time, and each Indenture will comply in
all material respects with the applicable requirements of the Act, the
Trust Indenture Act of 1939 (the "Trust Indenture Act") and the
Securities Exchange Act of 1934 (the "Exchange Act") and the
respective rules thereunder; (ii) the Registration Statement, as
amended as of any such time, did not or will not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein not misleading; and (iii) the Prospectus, as
supplemented as of any such time, will not contain any 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,
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however, that the Company makes no representations or warranties as
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to (i) that part of the Registration Statement which shall constitute
the Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the information contained
in or omitted from the Registration Statement or the Prospectus (or
any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by any of you
specifically for inclusion in connection with the preparation of the
Registration Statement or the Prospectus (or any supplement thereto).
(c) As of the time any Notes are issued and sold hereunder, each
Indenture will constitute a legal, valid and binding instrument
enforceable against the Company in accordance with its terms and such
Notes will have been duly authorized, executed, authenticated and,
when paid for by the purchasers thereof, will constitute legal, valid
and binding obligations of the Company entitled to the benefits of the
applicable Indenture.
(d) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "the Effective Date" shall mean
each date that the Registration Statement and any post-effective
amendment or amendments thereto became or become effective.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto. "Basic Prospectus"
shall mean the form of basic prospectus relating to the Securities
contained in the Registration Statement at the Effective Date.
"Prospectus" shall mean the Basic Prospectus as supplemented by the
Prospectus Supplement. "Registration Statement" shall mean the
registration statement referred to in paragraph (a) above, including
incorporated documents, exhibits and financial statements, as amended
at the Execution Time. "Rule 415" and "Rule 424" refer to such rules
under the Act. Any reference herein to the Registration Statement,
the Basic Prospectus, the Prospectus Supplement or the Prospectus
shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed
under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, the
Prospectus Supplement or the Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement"
with respect to
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the Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after the Effective
Date of the Registration Statement or the issue date of the Basic
Prospectus, the Prospectus Supplement or the Prospectus, as the case
may be, deemed to be incorporated therein by reference.
2. Appointment of Agents; Solicitation by the Agents of Offers
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to Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and
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conditions set forth herein, the Company hereby authorizes each of the
Agents to act as its agent to solicit offers for the purchase of all or
part of the Notes from the Company. The Company shall notify the Agents
from time to time as to the commencement of a period during which the Notes
may be offered and sold by the Agents (each period, commencing with such
notification and ending at such time as the authorization for offers and
sales through the Agents shall have been suspended by the Company or the
Agents as provided hereunder, being referred to as an "Offering Period").
On the basis of the representations and warranties, and subject
to the terms and conditions set forth herein, each of the Agents agrees, as
agent of the Company, to use its reasonable efforts to solicit offers to
purchase the Notes during each Offering Period from the Company upon the
terms and conditions set forth in the Prospectus (and any supplement
thereto) and in the Procedures.
The Company reserves the right, in its sole discretion, to
instruct the Agents to suspend at any time, for any period of time or
permanently, the solicitation of offers to purchase the Notes. Upon
receipt of instructions from the Company, the Agents will forthwith suspend
solicitation of offers to purchase Notes from the Company until such time
as the Company has advised them that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, on the Closing
Date with respect to each sale of Notes by the Company as a result of a
solicitation made by such Agent as agent, in an amount equal to that
percentage specified in Schedule I hereto of the aggregate principal amount
of the Notes sold by the Company. Such commission shall be payable as
specified in the Procedures.
Subject to the provisions of this Section and to
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the Procedures, offers for the purchase of Notes may be solicited by an
Agent as agent for the Company at such time and in such amounts as such
Agent deems advisable. The Company may from time to time offer Notes for
sale otherwise than through an Agent; provided, however, that so long as
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this Agreement shall be in effect, the Company shall not solicit or accept
offers to purchase Notes through any agent other than an Agent or Smith
Barney Inc. pursuant to a selling agency agreement dated the date hereof,
or an affiliate of the Company (including Fleet Bank of Massachusetts,
National Association, which has entered into a distribution agreement with
the Company providing for the sale of Notes on terms and conditions
substantially similar to those contained herein) unless such solicitation
or acceptance is on terms with respect to commissions substantially similar
to those set forth in Schedule I hereto and the Company shall give the
Agents reasonable notice of the appointment of such agents for the purpose
of soliciting the Notes.
(b) Subject to the terms and conditions stated herein, whenever
the Company and any Agent determine that the Company shall sell Notes
directly to such Agent as principal, each such sale of Notes shall be made
in accordance with the terms of this Agreement and a supplemental agreement
relating to such sale between the Company and the Purchaser. Each such
supplemental agreement (which may be an oral or written agreement) is
herein referred to as a "Terms Agreement". Each Terms Agreement shall
describe (whether orally or in writing) the Notes to be purchased by the
Purchaser pursuant thereto and shall specify the aggregate principal amount
of such Notes, the price to be paid to the Company for such Notes, the
maturity date of such Notes, the rate at which interest will be paid on
such Notes, the dates on which interest will be paid on such Notes and the
record date with respect to each such payment of interest, the Closing Date
for the purchase of such Notes, the place of delivery of the Notes and
payment therefor, the method of payment and any requirements for the
delivery of opinions of counsel, certificates from the Company or its
officers or a letter from the Company's independent public accountants, as
described in Section 6(b). Any such Terms Agreement may also specify the
period of time referred to in Section 4(m). Any such Terms Agreement may
be in the form attached hereto as Exhibit B. The Purchaser's commitment to
purchase Notes 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.
Delivery of the certificates for Notes sold to the
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Purchaser pursuant to a Terms Agreement shall be made not later than the
Closing Date agreed to in such Terms Agreement, against payment of funds to
the Company in the net amount due to the Company for such Notes by the
method and in the form set forth in the Procedures unless otherwise agreed
to between the Company and the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the Purchaser
in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased
by such Purchaser at a price equal to 100% of the principal amount thereof
less a percentage equal to the commission applicable to an agency sale of a
Note of identical maturity and (ii) may be resold by such Agent at varying
prices determined at the time of sale or, if so agreed and set forth in the
applicable Pricing Supplement, at a fixed public offering price, from time
to time. In connection with any resale of Notes purchased, a Purchaser may
use a selling or dealer group and may reallow any portion of the discount
or commission payable pursuant hereto to dealers or purchasers.
3. Offering and Sale of Notes. Each Agent and the Company agree
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to perform the respective duties and obligations specifically provided to
be performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
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(a) Prior to the termination of the offering of the Notes, the
Company will not file any amendment of the Registration Statement or
supplement to the Prospectus (except for (i) periodic or current
reports filed under the Exchange Act, (ii) a supplement relating to
any offering of Notes providing solely for the specification of or a
change in the maturity dates, interest rates, issuance prices or other
terms of any Notes or (iii) a supplement relating to an offering of
Securities other than the Notes) unless the Company has furnished each
of you a copy for your review prior to filing and given each of you a
reasonable opportunity to comment on any such proposed amendment or
supplement. Subject to the foregoing sentence, the Company will cause
each supplement to the Prospectus to be filed with the Commission
pursuant to the applicable paragraph of Rule 424(b) within the time
period prescribed and will provide evidence satisfactory to you of
such filing. The Company will promptly advise each of you (i) when
the Prospectus, and any supplement
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thereto, shall have been filed with the Commission pursuant to Rule
424(b), (ii) when, prior to the termination of the offering of the
Notes, any amendment of the Registration Statement shall have been
filed or become effective, (iii) of any request by the Commission for
any amendment of the Registration Statement or supplement to the
Prospectus or for any additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification
of the Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will use
its best efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result
of which the Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it
shall be necessary to amend the Registration Statement or to
supplement the Prospectus to comply with the Act or the Exchange Act
or the respective rules thereunder, the Company promptly will (i)
notify each of you to suspend solicitation of offers to purchase Notes
(and, if so notified by the Company, each of you shall forthwith
suspend such solicitation and cease using the Prospectus as then
supplemented), (ii) prepare and file with the Commission, subject to
the first sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or effect
such compliance and (iii) supply any supplemented Prospectus to each
of you in such quantities as you may reasonably request. If such
amendment or supplement, and any documents, certificates and opinions
furnished to each of you pursuant to paragraph (g) of this Section 4
in connection with the preparation or filing of such amendment or
supplement are satisfactory in all respects to you, each of you will,
upon the filing of such amendment or supplement with the Commission
and upon the effectiveness of an amendment to the Registration
Statement, if such an amendment is required,
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resume your obligation to solicit offers to purchase Notes hereunder.
(c) The Company, during the period when a prospectus relating to
the Notes is required to be delivered under the Act, will file
promptly all documents required to be filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
will furnish to each of you copies of such documents. In addition, on
the date on which the Company makes any announcement to the general
public concerning earnings or concerning any other event which is re-
quired to be described, or which the Company proposes to describe, in
a document filed pursuant to the Exchange Act, the Company will
furnish to each of you the information contained or to be contained in
such announcement. The Company also will furnish to each of you
copies of all other press releases or announcements to the general
public of a financial nature. The Company will immediately notify
each of you of (i) any decrease in the rating of the Notes or any
other debt securities of the Company, by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule
436(g) under the Act) or (ii) any notice given of any intended or
potential decrease in any such rating or of a possible change in any
such rating that does not indicate the direction of the possible
change, as soon as the Company learns of any such decrease or notice.
(d) As soon as practicable, the Company will make generally
available to its security holders and to each of you an earnings
statement or statements of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act and Rule 158 under
the Act.
(e) The Company will furnish to each of you and your counsel,
without charge, copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus may be
required by the Act, as many copies of the Prospectus and any
supplement thereto as you may reasonably request.
(f) The Company will arrange for the qualification of the Notes
for sale under the laws of such jurisdictions as any of you may
designate, will maintain such qualifications in effect so long as
required
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for the distribution of the Notes, and will arrange for the
determination of the legality of the Notes for purchase by
institutional investors.
(g) The Company shall furnish to each of you such information,
documents, certificates of officers of the Company and opinions of
counsel for the Company relating to the business, operations and
affairs of the Company, the Registration Statement, the Prospectus,
and any amendments thereof or supplements thereto, each Indenture, the
Notes, this Agreement, the Procedures and the performance by the
Company and you of its and your respective obligations hereunder and
thereunder as any of you may from time to time and at any time prior
to the termination of this Agreement reasonably request.
(h) The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement, including the fees and disbursements
of its accountants and counsel, the cost of printing or other
production and delivery of the Registration Statement, the Prospectus,
all amendments thereof and supplements thereto, each Indenture, this
Agreement and all other documents relating to the offering, the cost
of preparing, printing, packaging and delivering the Notes, the fees
and disbursements, including fees of counsel, incurred in compliance
with Section 4(f), the fees and disbursements of the Trustee and the
fees of any agency that rates the Notes, (ii) reimburse each of you on
a monthly basis for all out-of-pocket expenses (including without
limitation advertising expenses) incurred by you in connection with
this Agreement and (iii) pay the reasonable fees and expenses of your
counsel incurred in connection with this Agreement.
(i) Each acceptance by the Company of an offer to purchase Notes
will be deemed to be an affirmation that its representations and
warranties contained in this Agreement are true and correct at the
time of such acceptance, as though made at and as of such time, and a
covenant that such representations and warranties will be true and
correct at the time of delivery to the purchaser of the Notes relating
to such acceptance, as though made at and as of such time (it being
understood that for purposes of the foregoing affirmation and covenant
such representations and warranties shall relate to the Registration
Statement and Prospectus as
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amended or supplemented at each such time). Each such acceptance by
the Company of an offer for the purchase of Notes shall be deemed to
constitute an additional representation, warranty and agreement by the
Company that, as of the settlement date for the sale of such Notes,
after giving effect to the issuance of such Notes, of any other Notes
to be issued on or prior to such settlement date and of any other
Securities to be issued and sold by the Company on or prior to such
settlement date, the aggregate amount of Securities (including any
Notes) which have been issued and sold by the Company will not exceed
the amount of Securities registered pursuant to the Registration
Statement.
(j) Prior to the commencement of the first Offering Period
subsequent to each time, and subsequent to each time during any
Offering Period, that the Registration Statement or the Prospectus is
amended or supplemented (other than by an amendment or supplement
relating to any offering of Securities other than the Notes or
providing solely for the specification of or a change in the maturity
dates, the interest rates, the issuance prices or other similar terms
of any Notes sold pursuant hereto), the Company will deliver or cause
to be delivered promptly to each of you a certificate of the Company,
signed by the Chairman of the Board, or the President, or any
Executive Vice President and the principal financial or accounting
officer or Treasurer of the Company, dated the date of the
effectiveness of such amendment or the date of the filing of such
supplement, in form reasonably satisfactory to you, of the same tenor
as the certificate referred to in Section 5(d) but modified to relate
to the last day of the fiscal quarter for which financial statements
of the Company were last filed with the Commission and to the
Registration Statement and the Prospectus as amended and supplemented
to the time of the effectiveness of such amendment or the filing of
such supplement.
(k) Prior to the commencement of the first Offering Period
subsequent to each time, and subsequent to each time during any
Offering Period, that the Registration Statement or the Prospectus is
amended or supplemented (other than by an amendment or supplement (i)
relating to any offering of Securities other than the Notes, (ii)
providing solely for the specification of or a change in the maturity
dates, the interest rates, the issuance prices or other similar terms
of
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any Notes sold pursuant hereto or (iii) setting forth or incorporating
by reference financial statements or other information as of and for a
fiscal quarter, unless, in the case of clause (iii) above, in the
reasonable judgment of any of you, such financial statements or other
information are of such a nature that an opinion of counsel should be
furnished), the Company shall furnish or cause to be furnished
promptly to each of you a written opinion of counsel of the Company
satisfactory to each of you, dated the date of the effectiveness of
such amendment or the date of the filing of such supplement, in form
satisfactory to each of you, of the same tenor as the opinion referred
to in Section 5(b) but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time
of the effectiveness of such amendment or the filing of such
supplement or, in lieu of such opinion, counsel last furnishing such
an opinion to you may furnish each of you with a letter to the effect
that you may rely on such last opinion to the same extent as though it
were dated the date of such letter authorizing reliance (except that
statements in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented
to the time of the effectiveness of such amendment or the filing of
such supplement).
(l) Prior to the commencement of the first Offering Period
subsequent to each time that the Registration Statement or the
Prospectus is amended or supplemented to include or incorporate
amended or supplemental financial information, and each time during
any Offering Period that the Registration Statement or Prospectus is
so amended or supplemented, the Company shall cause its independent
public accountants promptly to furnish each of you a letter, dated the
date of the commencement of such Offering Period or the date of the
effectiveness of such amendment or the date of the filing of such
supplement, as the case may be, in form satisfactory to each of you,
of the same tenor as the letter referred to in Section 5(e) with such
changes as may be necessary to reflect the amended and supplemental
financial information included or incorporated by reference in the
Registration Statement and the Prospectus, as amended or supplemented
to the date of such letter; provided, that in no event will the
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Company accept any offer to purchase Notes unless such letter shall
have been delivered; provided, further, that, if the Registration
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Statement or the
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Prospectus is amended or supplemented solely to include or incorporate
by reference financial information as of and for a fiscal quarter, the
Company's independent public accountants may limit the scope of such
letter, which shall be satisfactory in form to each of you, to the
unaudited financial statements, the related "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and any
other information of an accounting, financial or statistical nature
included in such amendment or supplement, unless, in the reasonable
judgment of any of you, such letter should cover other information or
changes in specified financial statement line items.
(m) During the period from the date of any Terms Agreement to
the later of (A) the Closing Date with respect to such Terms Agreement
and (B) the date, if any, specified in such Terms Agreement, the
Company shall not, without the prior consent of the Purchaser
thereunder, issue or announce the proposed issuance of any of its debt
securities, including Notes (other than the Notes that are to be sold
pursuant to such Terms Agreement), with terms substantially similar to
the Notes being purchased pursuant to such Terms Agreement, other than
borrowings under its revolving credit agreements and lines of credit
and issuances of its commercial paper.
(n) The Company confirms as of the date hereof that it has
complied with all provisions of Section 1 of Laws of Florida, Chapter
92-198, An Act Relating to Disclosure of Doing Business with Cuba, and
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the Company further agrees that if it commences engaging in business
with the government of Cuba or with any person or affiliate located in
Cuba after the date the Registration Statement becomes or has become
effective with the Securities and Exchange Commission or with the
Florida Department of Banking and Finance (the "Department"),
whichever date is later, or if the information reported in the
Prospectus, if any, concerning the Company's business with Cuba or
with any person or affiliate located in Cuba changes in any material
way, the Company will provide the Department notice of such business
or change, as appropriate, in a form acceptable to the Department.
5. Conditions to the Obligations of the Agents. The
-------------------------------------------
obligations of each Agent to solicit offers to purchase the Notes shall be
subject to the accuracy of the represen-
<PAGE>
14
tations and warranties on the part of the Company contained herein as of
the Execution Time, on the Effective Date, when any supplement to the
Prospectus is filed with the Commission and as of each Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant
to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such
supplement, shall have been filed in the manner and within the time
period required by Rule 424(b); and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and
no proceedings for that purpose shall have been instituted or
threatened.
(b) The Company shall have furnished to each Agent the opinion
of Edwards & Angell, counsel for the Company, dated the Execution
Time, to the effect that:
(i) each of the Company, Fleet National Bank ("Fleet Bank-
RI"), and any other subsidiary or subsidiaries which the Agent
may reasonably request (individually a "Subsidiary" and
collectively the "Subsidiaries") has been duly incorporated and
is validly existing as a corporation or national association in
good standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and authority
to own its properties and conduct its business as described in
the Prospectus; the Company is qualified to do business as a
foreign corporation under the laws of the State of New York;
except as stated above, none of the Company or Fleet Bank-RI is
required to be qualified to do business as a foreign corporation
under the laws of any other jurisdiction; and the Company is
registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended;
(ii) all the outstanding shares of capital stock of Fleet
Bank-RI and such Subsidiaries have been duly and validly
authorized and issued and are fully paid and (except as provided
in 12 U.S.C. Sec. 55) nonassessable, and, except as otherwise set
forth in the Prospectus, all out-
<PAGE>
15
standing shares of capital stock of Fleet Bank-RI and such
Subsidiaries are owned by the Company free and clear of any
perfected security interest and, to the knowledge of such
counsel, after due inquiry, any other security interests, claims,
liens or encumbrances;
(iii) each Indenture has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust
Indenture Act, and constitutes a legal, valid and binding
agreement enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect
and to the availability of equitable remedies which are
discretionary with the courts);
(iv) the Notes have been duly authorized as a series of Debt
Securities under the applicable Indenture, are in the forms
provided for by resolutions of the Board of Directors of the
Company adopted pursuant to such Indenture, conform to the
description thereof contained in the Prospectus, and, when
executed and authenticated in accordance with the provisions of
the applicable Indenture and delivered to and paid for by the
purchasers, will constitute valid and binding obligations of the
Company entitled to the benefits of the applicable Indenture;
(v) to the best knowledge of such counsel, there is no
pending or threatened action, suit or proceeding before any court
or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries, of a character
required to be disclosed in the Registration Statement which is
not adequately disclosed in the Prospectus, and there is no
franchise, contract or other document of a character required to
be described in the Registration Statement or Prospectus, or to
be filed as an exhibit, which is not described or filed as
required;
(vi) the Registration Statement and any amendments thereto
have become effective under the
<PAGE>
16
Act; to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement, as
amended, has been issued, no proceedings for that purpose have
been instituted or threatened, and the Registration Statement,
the Prospectus and each amendment thereof or supplement thereto
as of their respective effective or issue dates (other than the
financial statements and other financial data contained therein
as to which such counsel need express no opinion) comply as to
form in all material respects with the applicable requirements of
the Act and the Exchange Act and the respective rules thereunder;
and such counsel has no reason to believe that the Registration
Statement, or any amendment thereof, at the time it became
effective and at the date of this,Agreement (or, in the case of
any opinion delivered pursuant to Section 4(k) or Section 6, the
date of such subsequently delivered opinion), contained any
untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus, as
amended or supplemented to the date of such opinion, includes any
untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(vii) this Agreement has been duly authorized, executed and
delivered by the Company;
(viii) no consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation of the transactions contemplated herein, except such
as have been obtained under the Act and such as may be required
under the blue sky laws of any jurisdiction in connection with
the purchase and distribution of the Notes as contemplated by
this Agreement and such other approvals (specified in such
opinion) as have been obtained;
(ix) neither the issue and sale of the Notes, nor the
consummation of any other of the transactions herein contemplated
nor the fulfillment of the terms hereof will conflict with,
result in a breach of, or constitute a default under the
<PAGE>
17
charter or by-laws of the Company or the terms of any indenture
or other agreement or instrument known to such counsel and to
which the Company or any of its subsidiaries is a party or bound,
or any order or regulation known to such counsel to be applicable
to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of its
subsidiaries; and
(x) no holders of securities of the Company have rights to
the registration of such securities under the Registration
Statement.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
State of Rhode Island or the United States, to the extent deemed
proper and specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and who are
satisfactory to counsel for the Agents and (B) as to matters of fact,
to the extent deemed proper, on certificates of responsible officers
of the Company and public officials. References to the Prospectus in
this paragraph (b) include any supplements thereto at the date such
opinion is rendered.
(c) Each Agent shall have received from Cravath, Swaine & Moore,
counsel for the Agents, such opinion or opinions, dated the Execution
Time, with respect to the issuance and sale of the Notes, each
Indenture, the Registration Statement, the Prospectus (together with
any supplement thereto) and other related matters as the Agents may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling
them to pass upon such matters.
(d) The Company shall have furnished to each Agent a certificate
of the Company, signed by the Chairman of the Board, or the President,
or any Executive Vice President and the principal financial or
accounting officer or Treasurer of the Company, dated the Execution
Time, to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Prospectus, any
supplement to the Prospectus and this Agreement and that:
<PAGE>
18
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects on
and as of the date hereof with the same effect as if made on the
date hereof and the Company has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied as a condition to the obligation of the Agents to
solicit offers to purchase the Notes;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent financial statements
included in the Prospectus (exclusive of any supplement thereto),
there has been no material adverse change in the condition
(financial or other), earnings, business or properties of the
Company and its subsidiaries, whether or not arising from
transactions in the ordinary course of business, except as set
forth or contemplated in the Prospectus (exclusive of any supple-
ment thereto).
(e) At the Execution Time, KPMG Peat Marwick LLP shall have
furnished to each Agent a letter or letters (which may refer to
letters previously delivered to the Agents), dated as of the Execution
Time, in form and substance satisfactory to the Agents, confirming
that they are independent accountants within the meaning of the Act
and the Exchange Act and the respective applicable published rules and
regulations thereunder and stating in effect that:
(i) in their opinion the audited financial statements
included or incorporated in the Registration Statement and the
Prospectus and reported on by them comply as to form in all
material respects with the applicable accounting requirements of
the Act and the Exchange Act and the related published rules and
regulations;
(ii) on the basis of a reading of the latest unaudited
consolidated financial statements made available by the Company;
carrying out certain specified procedures (but not an examination
in
<PAGE>
19
accordance with generally accepted auditing standards) which
would not necessarily reveal matters of significance with respect
to the comments set forth in such letter; a reading of the
minutes of the meetings of the stockholders, directors and
executive and audit committees of the Company; and inquiries of
certain officials of the Company who have responsibility for
financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent to the date
of the most recent audited financial statements incorporated in
the Registration Statement and the Prospectus, nothing came to
their attention which caused them to believe that:
(1) the amounts in the unaudited "Summary Consolidated
Financial Data", if any, included in the Prospectus do not
agree with the corresponding amounts in the audited
consolidated financial statements, unaudited consolidated
financial statements or analyses prepared by the Company
from which such amounts were derived; or
(2) any unaudited financial statements included or
incorporated in the Registration Statement and the
Prospectus do not comply as to form in all material respects
with applicable accounting requirements and with the
published rules and regulations of the Commission with
respect to financial statements included or incorporated in
quarterly reports on Form 10-Q under the Exchange Act; and
said unaudited financial statements are not in conformity
with generally accepted accounting principles applied on a
basis substantially consistent with that of the audited
financial statements included or incorporated in the
Registration Statement and the Prospectus; or
(3) with respect to the period subsequent to the date
of the most recent financial statements (other than capsule
information), audited or unaudited, incorporated in the
Registration Statement and the Prospectus, there were any
changes, at a specified date not more than five business
days prior to the date of the letter, in the long-term
<PAGE>
20
debt of the Company and its subsidiaries on a consolidated
basis or capital stock of the Company or decreases in the
stockholders' equity of the Company and its subsidiaries on
a consolidated basis as compared with the amounts shown on
the most recent consolidated balance sheet or capitalization
table included or incorporated in the Registration Statement
and the Prospectus, or for the period from the date of the
most recent financial statements incorporated in the
Registration Statement and the Prospectus to such specified
date there were any decreases, as compared with the
corresponding period in the preceding year, in net interest
income or income before income taxes, or in total or per
share amounts of net income, of the Company and its
subsidiaries on a consolidated basis, except in all
instances for changes or decreases that the Registration
Statement has disclosed have occurred or may occur, in which
case the letter shall be accompanied by an explanation by
the Company as to the significance thereof unless said
explanation is not deemed necessary by the Agents; or
(4) the amounts included in any unaudited "capsule"
information included or incorporated in the Registration
Statement and the Prospectus do not agree with the amounts
set forth in the unaudited financial statements for the same
periods or were not determined on a basis substantially
consistent with that of the corresponding amounts in the
audited financial statements included or incorporated in the
Registration Statement and the Prospectus;
(iii) they have performed certain other specific procedures
as a result of which they determined that certain information of
an accounting, financial or statistical nature (which is limited
to accounting, financial or statistical information derived from
the general accounting records of the Company) set forth in the
Registration Statement, as amended, and the Prospectus, as
amended or supplemented, and in Exhibit 12 to the Registration
Statement, the information included
<PAGE>
21
or incorporated in Items 1 (Guide 3 Statistical Disclosure), 6
and 7 of the Company's annual report on Form 10-K incorporated
therein, and in "Management's Discussion and Analysis of
Financial Condition and Results of operations" included or
incorporated in the Company's quarterly reports on Form 10-Q
incorporated therein agrees with the accounting records of the
Company and its subsidiaries on a consolidated basis, excluding
any questions of legal interpretation; and
(iv) if pro forma financial statements are included or
incorporated in the Registration Statement and the Prospectus, on
the basis of a reading of the unaudited pro forma financial
statements, carrying out certain specified procedures, inquiries
of certain officials of the Company and the acquired company who
have responsibility for financial and accounting matters, and
proving the arithmetic accuracy of the application of the pro
forma adjustments to the historical amounts in the pro forma
financial statements, nothing came to their attention which
caused them to believe that the pro forma financial statements do
not comply in form in all material respects with the applicable
accounting requirements of Rule 11-02 of Regulation S-X or that
the pro forma adjustments have not been properly applied to the
historical amounts in the compilation of such statements.
References to the Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.
(f) Prior to the Execution Time, the Company shall have
furnished to each Agent such further information, documents,
certificates and opinions of counsel as the Agents may reasonably
request.
The documents required to be delivered by this Section 5 shall be
delivered at the office of Cravath, Swaine & Moore, counsel for the Agents,
at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the date
hereof.
6. Conditions to the Obligations of the Purchaser. The
----------------------------------------------
obligations of the Purchaser to purchase any Notes will be subject to the
accuracy of the representations and warranties on the part of the Company
herein as of the
<PAGE>
22
date of the related Terms Agreement and as of the Closing Date for such
Notes, to the performance and observance by the Company of all covenants
and agreements herein contained on its part to be performed and observed
and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) To the extent agreed to in writing between the Company and
the Purchaser in a Terms Agreement, the Purchaser shall have received,
appropriately updated, (i) a certificate of the Company, dated as of
the Closing Date, to the effect set forth in Section 5(d) (except that
references to the Prospectus shall be to the Prospectus as
supplemented as of the date of such Terms Agreement), (ii) the opinion
of Edwards & Angell, counsel for the Company, dated as of the Closing
Date, to the effect set forth in Section 5(b), (iii) the opinion of
Cravath, Swaine & Moore, counsel for the Purchaser, dated as of the
Closing Date, to the effect set forth in Section 5(c), and (iv) a
letter of KPMG Peat Marwick LLP, independent accountants for the
Company, dated as of the Closing Date, to the effect set forth in
Section 5(e).
(c) Prior to the Closing Date, the Company shall have furnished
to the Purchaser such further information, certificates and documents
as the Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement and an applicable Terms Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement or such Terms
Agreement and required to be delivered to the Purchaser pursuant to the
terms hereof and thereof shall not be in all material respects reasonably
satisfactory in form and substance to the Purchaser and its counsel, such
Terms Agreement and all obligations of the Purchaser thereunder and with
respect to the Notes subject there to may be canceled at, or at any time
prior to, the respective Closing Date by the Purchaser. Notice of such
cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
<PAGE>
23
7. Right of Person Who Agreed to Purchase to Refuse to Purchase.
------------------------------------------------------------
(a) The Company agrees that any person who has agreed to purchase and pay
for any Note, including a Purchaser and any person who purchases pursuant
to a solicitation by any of the Agents, shall have the right to refuse to
purchase such Note if (i) at the Closing Date therefor, any condition set
forth in Section 5 (except that references to the Prospectus shall be to
the Prospectus as supplemented at the Closing Date) or 6, as applicable,
shall not be satisfied, (ii) subsequent to the agreement to purchase such
Note, any change, or any development with respect to the Company involving
a prospective change, in or affecting the business or properties of the
Company and its subsidiaries shall have occurred the effect of which is, in
the judgment of the Purchaser or the Agent which presented the offer to
purchase such Note, as applicable, so material and adverse as to make it
impractical or inadvisable to proceed with the delivery of such Note or
(iii) subsequent to the agreement to purchase such Note, (w) there shall
have been any decrease in the ratings of any of the Company's debt securi-
ties by Moody's Investors Service or Standard & Poor's Corporation (each a
"Rating Agency") or any such Rating Agency shall publicly announce that it
has placed any of such debt securities on a "watchlist" with negative
implications, (x) trading in the Company's Common Stock shall have been
suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on such
Exchange, (y) a banking moratorium shall have been declared either by
Federal, Rhode Island or New York State authorities, or (z) there shall
have occurred any outbreak or escalation of hostilities or other calamity
or crisis the effect of which on the financial markets or the United States
is such as to make it, in the judgment of the Purchaser or the Agent which
presented the offer to purchase such Note, as applicable, impracticable to
market such Notes (it being understood that under no circumstance shall any
Agent have any duty or obligation to exercise any judgment permitted to be
exercised pursuant to this Section 7(a)).
(b) The Company further agrees to notify each Agent upon the
occurrence of any change, condition or development contemplated by Section
7(a)(ii) or (iii).
8. Indemnification and Contribution. (a) The Company agrees to
--------------------------------
indemnify and hold harmless each of you and each person who controls each
of you within the meaning of either the Act or the Exchange Act against any
and all
<PAGE>
24
losses, claims, damages or liabilities, joint or several, to which you,
they or any of you or them may become subject under the Act, the Exchange
Act or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Prospectus or any preliminary
Prospectus, or in any amendment thereof or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that (i) the
-------- -------
Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by any of you specifically for use in
connection with the preparation thereof, and (ii) such indemnity with
respect to the Prospectus or any preliminary Prospectus shall not inure to
the benefit of any of you (or any person controlling any of you) from whom
the person asserting any such loss, claim, damage or liability purchased
the Notes which are the subject thereof if it shall be established that
such person did not receive a copy of the Prospectus (or the Prospectus as
supplemented) excluding documents incorporated therein by reference at or
prior to the confirmation of the sale of such Notes to such person in any
case where such delivery is required by the Act if the Company has
previously furnished copies thereof in sufficient quantity and the loss,
claim, damage or liability results from an untrue statement or omission of
a material fact contained in the Prospectus or any preliminary Prospectus
was corrected in the Prospectus (or the Prospectus as supplemented). This
indemnity agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each of you agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the
Registration Statement and each person who controls the Company within the
meaning of either
<PAGE>
25
the Act or the Exchange Act, to the same extent as the foregoing indemnity
from the Company to you, but only with reference to written information
relating to such of you furnished to the Company by such of you
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which you may otherwise have. The Company acknowledges that the
statement set forth in the last sentence of the tenth paragraph under the
heading "Plan of Distribution" of the Prospectus Supplement relating to
purchases and sales of Notes in the secondary market constitute the only
information furnished in writing by any of you for inclusion in the
documents referred to in the foregoing indemnity, and you confirm that such
statement is correct.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have
to any indemnified party otherwise than under this Section 8. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving
the aforesaid notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party; provided,
--------
however, that if the defendants in any such action include both the
- -------
indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert
such legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon receipt of
notice from the indemnifying party to such indemnified party of its
election so to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection
<PAGE>
26
with the assertion of legal defenses in accordance with the proviso to the
next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (plus any local counsel), approved by you in the case of
paragraph (a) of this Section 8, representing the indemnified parties under
such paragraph (a) who are parties to such action), (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized
the employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such
clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of
this Section 8 is due in accordance with its terms but is for any reason
held by a court to be unavailable from the Company on grounds of policy or
otherwise, the Company and each of you shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same) to
which the Company and any of you may be subject in such proportion so that
each of you is responsible for that portion represented by the percentage
that the aggregate commissions received by such of you pursuant to Section
2 in connection with the Notes from which such losses, claims, damages and
liabilities arise (or, in the case of Notes sold pursuant to a Terms
Agreement, the aggregate commissions that would have been received by such
of you if such commissions had been payable), bears to the aggregate
principal amount of such Notes sold and the Company is responsible for the
balance; provided, however, that (y) in no case shall any of you be
--------- -------
responsible for any amount in excess of the commissions received by such of
you in connection with the Notes from which such losses, claims, damages
and liabilities arise (or, in the case of Notes sold pursuant to a Terms
Agreement, the aggregate commissions that would have been received by such
of you if such commissions had been payable) and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 8, each
person who controls any of you within the meaning of the Act shall have the
same rights to contribu-
<PAGE>
27
tion as you and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall
have signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in each
case to clauses (y) and (z) of this paragraph (d).
9. Termination. (a) This Agreement will continue in effect until
-----------
terminated as provided in this Section 9. This Agreement may be terminated
by either the Company as to any of you or any of you insofar as this
Agreement relates to such of you, giving written notice of such termination
to such of you or the Company, as the case may be. This Agreement shall so
terminate at the close of business on the first business day following the
receipt of such notice by the party to whom such notice is given. In the
event of such termination, no party shall have any liability to the other
party hereto, except as provided in the fourth paragraph of Section 2(a),
Section 4(b), Section 4(h), Section 8 and Section 10. The provisions of
this Agreement (including without limitation Section 7 hereof) applicable
to any purchase of a Note for which an agreement to purchase exists prior
to the termination hereof shall survive any termination of this Agreement.
(b) Each Terms Agreement shall be subject to termination in the
absolute discretion of the Purchaser, by notice given to the Company prior
to delivery of any payment for Notes to be purchased thereunder, if prior
to such time (i) trading in the Company's Common Stock shall have been
suspended by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on such
Exchange, (ii) a banking moratorium shall have been declared either by
Federal, Rhode Island, Connecticut, Maine, New Hampshire, Massachusetts or
New York State authorities, (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis the effect of which on the
financial markets is such as to make it, in the judgment of the Purchaser,
impracticable or inadvisable to market such Notes or (iv) there shall have
been any decrease in the ratings of the Company's debt securities by any
Rating Agency or Any such Rating Agency shall publicly announce that it has
placed any of such debt securities on a "watchlist" with negative
implications.
<PAGE>
28
10. Representations and Indemnities to Survive.
------------------------------------------
The respective agreements, representations, warranties, indemnities and
other statements of the Company or its officers and of you set forth in or
made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of you or the Company
or any of the officers, directors or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Notes.
The provisions of Sections 4(h) and 8 hereof shall survive the termination
or cancellation of this Agreement.
11. Notices. All communications hereunder will be in writing and
-------
effective only on receipt, and, if sent to any of you, will be mailed,
delivered or telegraphed and confirmed to such of you, at the address
specified in Schedule I hereto; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at One Federal Street, Boston,
Massachusetts 02110, attention of the Senior Vice President and General
Counsel.
12. Successors. This Agreement will inure to the benefit of and
----------
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder,
except for the right of a person who has agreed to purchase a Note to
refuse to purchase such Note as provided in Section 7 hereof.
13. Applicable Law. This Agreement will be governed by and
--------------
construed in accordance with the laws of the State of New York.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and your acceptance shall represent a
binding agreement among the Company and you.
Very truly yours,
FLEET FINANCIAL GROUP, INC.
By:
----------------------------
<PAGE>
29
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
- -------------------------
(GOLDMAN, SACHS & CO.)
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:
----------------------
J.P. MORGAN SECURITIES INC.
By:
----------------------
SALOMON BROTHERS INC
By:
----------------------
<PAGE>
SCHEDULE I
Commissions:
- ------------
The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold on an agency
basis by such Agent:
Term Commission Rate
- ---- ---------------
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 and including 30 years .750%
Over 30 years to be negotiated
Unless otherwise specified in the applicable Terms Agreement,
the discount or commission payable to a Purchaser shall be determined on
the basis of the commission schedule set forth above.
Address for Notice to you:
- --------------------------
Notices to Goldman, Sachs & Co. shall be directed to it at 85
Broad Street, New York, New York 10004,
Attention of Credit Department.
Notices to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, shall be directed to it at World Financial Center,
North Tower - 10th Floor, New York, New York 10281-1310, Attention of MTN
Product Management.
Notices to J.P. Morgan Securities Inc. shall be directed to it at
60 Wall Street, New York, New York 10260, Attention of Medium Term Note
Desk, Third Floor.
Notices to Salomon Brothers Inc shall be directed to it at Seven
World Trade Center, New York, New York 10048, Attention of the Medium-Term
Note Department.
Exhibit 1(b)
Fleet Financial Group, Inc.
U.S.$300,000,000
Retail Medium-Term NoteSM Securities
Senior Retail Medium-Term Notes, Series J and
Subordinated Retail Medium-Term Notes, Series K
Due Nine Months or More
from Date of Issue
Selling Agency Agreement
March 27, 1996
New York, New York
Smith Barney Inc.
390 Greenwich Street
New York, NY 10013
Dear Sirs:
Fleet Financial Group, Inc., a Rhode Island corporation (the
"Company"), confirms its agreement with you with respect to the issue and sale
by the Company of up to $300,000,000 aggregate principal amount of its Senior
Retail Medium-Term Notes, Series J and Subordinated Retail Medium-Term Notes,
Series K (respectively, the "Senior Notes" and the "Subordinated Notes"), Due
Nine Months or More from Date of Issue (collectively, the "Notes"). The Senior
Notes are to be issued under an indenture dated as of October 1, 1992, between
the Company and The First National Bank of Chicago (the "Senior Trustee" or
"First Chicago"), as trustee (the "Senior Indenture"). The Subordinated Notes
are to be issued under an indenture dated as of October 1, 1992, between the
Company and First Chicago as trustee (the "Subordinated Trustee" and,
collectively with the Senior Trustee, the "Trustee") as supplemented by a first
supplemental indenture dated as of November 30, 1992, between the Company and
the Subordinated Trustee (as so supplemented, the "Subordinated indenture" and
collectively with the Senior Indenture, the "Indentures"). The Notes
<PAGE>
2
will be issued in minimum denominations of $1,000 and integral multiples
thereof, will be issued only in fully registered form and will have the annual
interest rates, maturities and, if appropriate, other terms set forth in a
supplement to the Prospectus referred to below. The Notes will be issued, and
the terms thereof established, in accordance with the applicable Indenture and
the Medium-Term Notes Administrative Procedures attached hereto as Exhibit A
(the "Procedures") (unless a Terms Agreement (as defined in Section 2(b))
modifies or otherwise supersedes such Procedures with respect to Notes issued
pursuant to such Terms Agreement). The Procedures may only be amended by written
agreement of the Company and you after notice to, and with the approval of, the
Trustee. For the purposes of this Agreement, the term "Agent" shall refer to you
acting solely in the capacity as agent for the Company pursuant to Section 2(a)
and not as principal, the term "Purchaser" shall refer to you acting solely as
principal pursuant to Section 2(b) and not as agent, and the term "you" shall
refer to you whether at any time you are acting in both such capacities or in
either such capacity.
1. Representations and Warranties. The Company represents and
------------------------------
warrants to, and agrees with, you as set forth below in this Section 1. Certain
terms used in this Section 1 are defined in paragraph (d) hereof.
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and has filed with the Securities and
Exchange Commission (the "Commission") a registration statement on such
Form (File Number: 333-00701), including a basic prospectus, which also
constitutes pursuant to Rule 429 under the Act Post-Effective Amendment
No. 1 to registration statement on such Form (File Numbers: 33-63631) and
which has become effective, for the registration under the Act of
securities (the "Securities"), including the Notes, in an aggregate
principal amount of $1,488,400,000. Such registration statement, as
amended at the date of this Agreement, meet the requirements set forth in
Rule 415(a)(1)(ix) or (x) under the Act and complies in all other material
respects with said Rule. The Company has included in such registration
statement, as amended at the date of this Agreement, or has filed or will
file with the Commission pursuant to the applicable paragraph of Rule
424(b) under the Act, a supplement to the form of prospectus included in
such registration statement relating to the Notes and the plan of
distribution thereof (the "Prospectus Supplement"). In connection with the
sale of Notes the Company proposes to file with the Commission pursuant to
the applicable paragraph of Rule 424(b) under the Act further supplements
to the Prospectus Supplement specifying the interest
<PAGE>
3
rates, maturity dates and, if appropriate, other terms of the Notes sold
pursuant hereto or the offering thereof.
(b) As of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission, as of the date
of any Terms Agreement, on each day of an Offering Period (referred to
below) and at the date of delivery by the Company of any Notes sold
hereunder (a "Closing Date"), (i) the Registration Statement, as amended
as of any such time, and the Prospectus, as supplemented as of any such
time, and each Indenture will comply in all material respects with the
applicable requirements of the Act, the Trust Indenture Act of 1939 (the
"Trust Indenture Act") and the Securities Exchange Act of 1934 (the
"Exchange Act") and the respective rules thereunder; (ii) the Registration
Statement, as amended as of any such time, did not or will not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading; and (iii) the Prospectus, as supplemented as of
any such time, will not contain any 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 Company makes no representations
or warranties as to (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or the Prospectus
(or any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by you specifically for
inclusion in connection with the preparation of the Registration Statement
or the Prospectus (or any supplement thereto).
(c) As of the time any Notes are issued and sold hereunder, each
Indenture will constitute a legal, valid and binding instrument
enforceable against the Company in accordance with its terms and such
Notes will have been duly authorized, executed, authenticated and, when
paid for by the purchasers thereof, will constitute legal, valid and
binding obligations of the
<PAGE>
4
Company entitled to the benefits of the applicable Indenture.
(d) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "the Effective Date" shall mean each date
that the Registration Statement and any post-effective amendment or
amendments thereto became or become effective. "Execution Time" shall mean
the date and time that this Agreement is executed and delivered by the
parties hereto. "Basic Prospectus" shall mean the form of basic prospectus
relating to the Securities contained in the Registration Statement at the
Effective Date. "Prospectus" shall mean the Basic Prospectus as
supplemented by the Prospectus Supplement. "Registration Statement" shall
mean the registration statement referred to in paragraph (a) above,
including incorporated documents, exhibits and financial statements, as
amended at the Execution Time. "Rule 415" and "Rule 424" refer to such
rules under the Act. Any reference herein to the Registration Statement,
the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be
deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the
Exchange Act on or before the Effective Date of the Registration Statement
or the issue date of the Basic Prospectus, the Prospectus Supplement or
the Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, the Prospectus Supplement or the
Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, the
Prospectus Supplement or the Prospectus, as the case may be, deemed to be
incorporated therein by reference.
2. Appointment of Agent; Solicitation by the Agent of Offers to
------------------------------------------------------------
Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and conditions
- ---------------------------------------
set forth herein, the Company hereby authorizes the Agent to act as its agent to
solicit offers for the purchase of all or part of the Notes from the Company.
The Company shall notify the Agent from time to time as to the commencement of a
period during which the Notes may be offered and sold by the Agent (each period,
commencing with such notification and ending at such time as the authorization
for offers and sales through the
<PAGE>
5
Agent shall have been suspended by the Company or the Agent as provided
hereunder, being referred to as an "Offering Period").
On the basis of the representations and warranties, and subject to
the terms and conditions set forth herein, the Agent agrees, as agent of the
Company, to use its reasonable efforts to solicit offers to purchase the Notes
during each Offering Period from the Company upon the terms and conditions set
forth in the Prospectus (and any supplement thereto) and in the Procedures.
The Company reserves the right, in its sole discretion, to instruct
the Agent to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Notes. Upon receipt of instructions from
the Company, the Agent will forthwith suspend solicitation of offers to purchase
Notes from the Company until such time as the Company has advised them that such
solicitation may be resumed.
The Company agrees to pay the Agent a commission, on the Closing Date
with respect to each sale of Notes by the Company as a result of a solicitation
made by such Agent as agent, in an amount equal to that percentage specified in
Schedule I hereto of the aggregate principal amount of the Notes sold by the
Company. Such commission shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the Procedures,
offers for the purchase of Notes may be solicited by the Agent as agent for the
Company at such time and in such amounts as such Agent deems advisable. The
Company may from time to time offer Notes for sale otherwise than through the
Agent; provided, however, that so long as this Agreement shall be in effect, the
Company shall not solicit or accept offers to purchase Notes through any agent
other than the Agent or Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, J.P. Morgan Securities Inc. and Salomon Brothers Inc
pursuant to a Selling Agency Agreement dated the date hereof, or an affiliate of
the Company (including Fleet Bank of Massachusetts, National Association, which
has entered into a distribution agreement with the Company providing for the
sale of Notes on terms and conditions substantially similar to those contained
herein) unless such solicitation or acceptance is on terms with respect to
commissions substantially similar to those set forth in Schedule I hereto and
the Company shall give the Agent reasonable notice of the appointment of such
<PAGE>
6
agents for the purpose of soliciting the Notes.
(b) Subject to the terms and conditions stated herein, whenever the
Company and the Agent determine that the Company shall sell Notes directly to
such Agent as principal, each such sale of Notes shall be made in accordance
with the terms of this Agreement and a supplemental agreement relating to such
sale between the Company and the Purchaser. Each such supplemental agreement
(which may be an oral or written agreement) is herein referred to as a "Terms
Agreement". Each Terms Agreement shall describe (whether orally or in writing)
the Notes to be purchased by the Purchaser pursuant thereto and shall specify
the aggregate principal amount of such Notes, the price to be paid to the
Company for such Notes, the maturity date of such Notes, the rate at which
interest will be paid on such Notes, the dates on which interest will be paid on
such Notes and the record date with respect to each such payment of interest,
the Closing Date for the purchase of such Notes, the place of delivery of the
Notes and payment therefor, the method of payment and any requirements for the
delivery of opinions of counsel, certificates from the Company or its officers
or a letter from the Company's independent public accountants, as described in
Section 6(b). Any such Terms Agreement may also specify the period of time
referred to in Section 4(m). Any such Terms Agreement may be in the form
attached hereto as Exhibit B. The Purchaser's commitment to purchase Notes 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.
Delivery of the certificates for Notes sold to the Purchaser pursuant
to a Terms Agreement shall be made not later than the Closing Date agreed to in
such Terms Agreement, against payment of funds to the Company in the net amount
due to the Company for such Notes by the method and in the form set forth in the
Procedures unless otherwise agreed to between the Company and the Purchaser in
such Terms Agreement.
Unless otherwise agreed to between the Company and the Purchaser in a
Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such
Purchaser at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity and (ii) may be resold by such Agent at varying prices
determined at the time of sale or, if so agreed and set forth in the applicable
Pricing
<PAGE>
7
Supplement, at a fixed public offering price, from time to time. In connection
with any resale of Notes purchased, a Purchaser may use a selling or dealer
group and may reallow any portion of the discount or commission payable pursuant
hereto to dealers or purchasers.
3. Offering and Sale of Notes. The Agent and the Company agree to
--------------------------
perform the respective duties and obligations specifically provided to be
performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
----------
(a) Prior to the termination of the offering of the Notes, the
Company will not file any amendment of the Registration Statement or
supplement to the Prospectus (except for (i) periodic or current reports
filed under the Exchange Act, (ii) a supplement relating to any offering
of Notes providing solely for the specification of or a change in the
maturity dates, interest rates, issuance prices or other terms of any
Notes or (iii) a supplement relating to an offering of Securities other
than the Notes) unless the Company has furnished you a copy for your
review prior to filing and given you a reasonable opportunity to comment
on any such proposed amendment or supplement. Subject to the foregoing
sentence, the Company will cause each supplement to the Prospectus to be
filed with the Commission pursuant to the applicable paragraph of Rule
424(b) within the time period prescribed and will provide evidence
satisfactory to you of such filing. The Company will promptly advise you
(i) when the Prospectus, and any supplement thereto, shall have been filed
with the Commission pursuant to Rule 424(b), (ii) when, prior to the
termination of the offering of the Notes, any amendment of the
Registration Statement shall have been filed or become effective, (iii) of
any request by the Commission for any amendment of the Registration
Statement or supplement to the Prospectus or for any additional
information, (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (v) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Notes for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the issuance of any such stop
order and, if
<PAGE>
8
issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result of
which the Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it shall be necessary to amend
the Registration Statement or to supplement the Prospectus to comply with
the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will (i) notify you to suspend solicitation of offers to
purchase Notes (and, if so notified by the Company, you shall forthwith
suspend such solicitation and cease using the Prospectus as then
supplemented), (ii) prepare and file with the Commission, subject to the
first sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or effect such
compliance and (iii) supply any supplemented Prospectus to you in such
quantities as you may reasonably request. If such amendment or supplement,
and any documents, certificates and opinions furnished to you pursuant to
paragraph (g) of this Section 4 in connection with the preparation or
filing of such amendment or supplement are satisfactory in all respects to
you, you will, upon the filing of such amendment or supplement with the
Commission and upon the effectiveness of an amendment to the Registration
Statement, if such an amendment is required, resume your obligation to
solicit offers to purchase Notes hereunder.
(c) The Company, during the period when a prospectus relating to the
Notes is required to be delivered under the Act, will file promptly all
documents required to be filed with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act and will furnish to you
copies of such documents. In addition, on the date on which the Company
makes any announcement to the general public concerning earnings or
concerning any other event which is required to be described, or which the
Company proposes to describe, in a document filed pursuant to the Exchange
Act, the Company will furnish to you the information contained or to be
contained in such announcement. The Company also will furnish to you
copies of all other press
<PAGE>
9
releases or announcements to the general public of a financial nature. The
Company will immediately notify you of (i) any decrease in the rating of
the Notes or any other debt securities of the Company, by any "nationally
recognized statistical rating organization" (as defined for purposes of
Rule 436(g) under the Act) or (ii) any notice given of any intended or
potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change, as soon
as the Company learns of any such decrease or notice.
(d) As soon as practicable, the Company will make generally available
to its security holders and to you an earnings statement or statements of
the Company and its subsidiaries which will satisfy the provisions of
Section 11(a) of the Act and Rule 158 under the Act.
(e) The Company will furnish to you and your counsel, without
charge, copies of the Registration Statement (including exhibits thereto)
and, so long as delivery of a prospectus may be required by the Act, as
many copies of the Prospectus and any supplement thereto as you may
reasonably request.
(f) The Company will arrange for the qualification of the Notes for
sale under the laws of such jurisdictions as you may designate, will
maintain such qualifications in effect so long as required for the
distribution of the Notes, and will arrange for the determination of the
legality of the Notes for purchase by institutional investors.
(g) The Company shall furnish to you such information, documents,
certificates of officers of the Company and opinions of counsel for the
Company relating to the business, operations and affairs of the Company,
the Registration Statement, the Prospectus, and any amendments thereof or
supplements thereto, each Indenture, the Notes, this Agreement, the
Procedures and the performance by the Company and you of its and your
respective obligations hereunder and thereunder as you may from time to
time and at any time prior to the termination of this Agreement reasonably
request.
(h) The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement, including the fees and disbursements of
its
<PAGE>
10
accountants and counsel, the cost of printing or other production and
delivery of the Registration Statement, the Prospectus, all amendments
thereof and supplements thereto, each Indenture, this Agreement and all
other documents relating to the offering, the cost of preparing, printing,
packaging and delivering the Notes, the fees and disbursements, including
fees of counsel, incurred in compliance with Section 4(f), the fees and
disbursements of the Trustee and the fees of any agency that rates the
Notes, (ii) reimburse you on a monthly basis for all out-of-pocket expenses
(including without limitation advertising expenses) incurred by you in
connection with this Agreement and (iii) pay the reasonable fees and
expenses of your counsel incurred in connection with this Agreement.
(i) Each acceptance by the Company of an offer to purchase Notes
will be deemed to be an affirmation that its representations and
warranties contained in this Agreement are true and correct at the time of
such acceptance, as though made at and as of such time, and a covenant
that such representations and warranties will be true and correct at the
time of delivery to the purchaser of the Notes relating to such
acceptance, as though made at and as of such time (it being understood
that for purposes of the foregoing affirmation and covenant such
representations and warranties shall relate to the Registration Statement
and Prospectus as amended or supplemented at each such time). Each such
acceptance by the Company of an offer for the purchase of Notes shall be
deemed to constitute an additional representation, warranty and agreement
by the Company that, as of the settlement date for the sale of such Notes,
after giving effect to the issuance of such Notes, of any other Notes to
be issued on or prior to such settlement date and of any other Securities
to be issued and sold by the Company on or prior to such settlement date,
the aggregate amount of Securities (including any Notes) which have been
issued and sold by the Company will not exceed the amount of Securities
registered pursuant to the Registration Statement.
(j) Prior to the commencement of the first Offering Period subsequent
to each time, and subsequent to each time during any Offering Period, that
the Registration Statement or the Prospectus is amended or supplemented
(other than by an amendment or supplement relating to any offering of
Securities other than the Notes or providing solely for the specification
of or a
<PAGE>
11
change in the maturity dates, the interest rates, the issuance prices or
other similar terms of any Notes sold pursuant hereto), the Company will
deliver or cause to be delivered promptly to you a certificate of the
Company, signed by the Chairman of the Board, or the President, or any
Executive Vice President and the principal financial or accounting officer
or Treasurer of the Company, dated the date of the effectiveness of such
amendment or the date of the filing of such supplement, in form reasonably
satisfactory to you, of the same tenor as the certificate referred to in
Section 5(d) but modified to relate to the last day of the fiscal quarter
for which financial statements of the Company were last filed with the
Commission and to the Registration Statement and the Prospectus as amended
and supplemented to the time of the effectiveness of such amendment or the
filing of such supplement.
(k) Prior to the commencement of the first Offering Period
subsequent to each time, and subsequent to each time during any Offering
Period, that the Registration Statement or the Prospectus is amended or
supplemented (other than by an amendment or supplement (i) relating to any
offering of Securities other than the Notes, (ii) providing solely for the
specification of or a change in the maturity dates, the interest rates,
the issuance prices or other similar terms of any Notes sold pursuant
hereto or (iii) setting forth or incorporating by reference financial
statements or other information as of and for a fiscal quarter, unless, in
the case of clause (iii) above, in your reasonable judgment, such
financial statements or other information are of such a nature that an
opinion of counsel should be furnished), the Company shall furnish or
cause to be furnished promptly to you a written opinion of counsel of the
Company satisfactory to you, dated the date of the effectiveness of such
amendment or the date of the filing of such supplement, in form
satisfactory to you, of the same tenor as the opinion referred to in
Section 5(b) but modified to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of the effectiveness of
such amendment or the filing of such supplement or, in lieu of such
opinion, counsel last furnishing such an opinion to you may furnish you
with a letter to the effect that you may rely on such last opinion to the
same extent as though it were dated the date of such letter authorizing
reliance (except that
<PAGE>
12
statements in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to
the time of the effectiveness of such amendment or the filing of such
supplement).
(l) Prior to the commencement of the first Offering Period
subsequent to each time that the Registration Statement or the Prospectus
is amended or supplemented to include or incorporate amended or
supplemental financial information, and each time during any Offering
Period that the Registration Statement or Prospectus is so amended or
supplemented, the Company shall cause its independent public accountants
promptly to furnish you a letter, dated the date of the commencement of
such Offering Period or the date of the effectiveness of such amendment or
the date of the filing of such supplement, as the case may be, in form
satisfactory to you, of the same tenor as the letter referred to in
Section 5(e) with such changes as may be necessary to reflect the amended
and supplemental financial information included or incorporated by
reference in the Registration Statement and the Prospectus, as amended or
supplemented to the date of such letter; provided, that in no event will
the Company accept any offer to purchase Notes unless such letter shall
have been delivered; provided, further, that, if the Registration
Statement or the Prospectus is amended or supplemented solely to include
or incorporate by reference financial information as of and for a fiscal
quarter, the Company's independent public accountants may limit the scope
of such letter, which shall be satisfactory in form to you, to the
unaudited financial statements, the related "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and any other
information of an accounting, financial or statistical nature included in
such amendment or supplement, unless, in your reasonable judgment, such
letter should cover other information or changes in specified financial
statement line items.
(m) During the period from the date of any Terms Agreement to the
later of (A) the Closing Date with respect to such Terms Agreement and (B)
the date, if any, specified in such Terms Agreement, the Company shall not,
without the prior consent of the Purchaser thereunder, issue or announce
the proposed issuance of any of its debt securities, including Notes (other
than
<PAGE>
13
the Notes that are to be sold pursuant to such Terms Agreement), with terms
substantially similar to the Notes being purchased pursuant to such Terms
Agreement, other than borrowing under its revolving credit agreements and
lines of credit and issuances of its commercial paper.
(n) The Company confirms as of the date hereof that it has complied
with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An
--
Act Relating to Disclosure of Doing Business with Cuba, and the Company
------------------------------------------------------
further agrees that if it commences engaging in business with the
government of Cuba or with any person or affiliate located in Cuba after
the date the Registration Statement becomes or has become effective with
the Securities and Exchange Commission or with the Florida Department of
Banking and Finance (the "Department"), whichever date is later, or if the
information reported in the Prospectus, if any, concerning the Company's
business with Cuba or with any person or affiliate located in Cuba changes
in any material way, the Company will provide the Department notice of
such business or change, as appropriate, in a form acceptable to the
Department.
5. Conditions to the Obligations of the Agents. The obligations of the
-------------------------------------------
Agent to solicit offers to purchase the Notes shall be subject to the accuracy
of the representations and warranties on the part of the Company contained
herein as of the Execution Time, on the Effective Date, when any supplement to
the Prospectus is filed with the Commission and as of each Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such supplement,
shall have been filed in the manner and within the time period required by
Rule 424(b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Agent the opinion of
Edwards & Angell, counsel for the Company, dated the Execution Time, to
the effect that:
<PAGE>
14
(i) each of the Company, Fleet National Bank ("Fleet Bank-RI"),
and any other subsidiary or subsidiaries which the Agent may
reasonably request (individually a "Subsidiary" and collectively the
"Subsidiaries") has been duly incorporated and is validly existing
as a corporation or national association in good standing under the
laws of the jurisdiction in which it is chartered or organized, with
full corporate power and authority to own its properties and conduct
its business as described in the Prospectus; the Company is
qualified to do business as a foreign corporation under the laws of
the State of New York; except as stated above, none of the Company
or Fleet Bank-RI is required to be qualified to do business as a
foreign corporation under the laws of any other jurisdiction; and
the Company is registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended;
(ii) all the outstanding shares of capital stock of Fleet
Bank-RI and such Subsidiaries have been duly and validly authorized
and issued and are fully paid and (except as provided in 12 U.S.C.
ss. 55) nonassessable, and, except as otherwise set forth in the
Prospectus, all outstanding shares of capital stock of Fleet Bank-RI
and such Subsidiaries are owned by the Company free and clear of any
perfected security interest and, to the knowledge of such counsel,
after due inquiry, any other security interests, claims, liens or
encumbrances;
(iii) each Indenture has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust
Indenture Act, and constitutes a legal, valid and binding agreement
enforceable against the Company in accordance with its terms
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to the
availability of equitable remedies which are discretionary with the
courts);
(iv) the Notes have been duly authorized as a series of Debt
Securities under the applicable
<PAGE>
15
Indenture, are in the forms provided for by resolutions of the Board
of Directors of the Company adopted pursuant to such Indenture,
conform to the description thereof contained in the Prospectus, and,
when executed and authenticated in accordance with the provisions of
the applicable Indenture and delivered to and paid for by the
purchasers, will constitute valid and binding obligations of the
Company entitled to the benefits of the applicable Indenture;
(v) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or
governmental agency, authority or body or any arbitrator involving
the Company or any of its subsidiaries, of a character required to
be disclosed in the Registration Statement which is not adequately
disclosed in the Prospectus, and there is no franchise, contract or
other document of a character required to be described in the
Registration Statement or Prospectus, or to be filed as an exhibit,
which is not described or filed as required;
(vi) the Registration Statement and any amendments thereto
have become effective under the Act; to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement, as amended, has been issued, no proceedings
for that purpose have been instituted or threatened, and the
Registration Statement, the Prospectus and each amendment thereof or
supplement thereto as of their respective effective or issue dates
(other than the financial statements and other financial data
contained therein as to which such counsel need express no opinion)
comply as to form in all material respects with the applicable
requirements of the Act and the Exchange Act and the respective
rules thereunder; and such counsel has no reason to believe that the
Registration Statement, or any amendment thereof, at the time it
became effective and at the date of this,Agreement (or, in the case
of any opinion delivered pursuant to Section 4(k) or Section 6, the
date of such subsequently delivered opinion), contained any untrue
statement of a material fact or omitted to state any material fact
required to be stated therein or necessary
<PAGE>
16
to make the statements therein not misleading or that the Prospectus,
as amended or supplemented to the date of such opinion, includes any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(vii) this Agreement has been duly authorized, executed and
delivered by the Company;
(viii) no consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation of the transactions contemplated herein, except such as
have been obtained under the Act and such as may be required under
the blue sky laws of any jurisdiction in connection with the
purchase and distribution of the Notes as contemplated by this
Agreement and such other approvals (specified in such opinion) as
have been obtained;
(ix) neither the issue and sale of the Notes, nor the
consummation of any other of the transactions herein contemplated
nor the fulfillment of the terms hereof will conflict with, result
in a breach of, or constitute a default under the charter or by-laws
of the Company or the terms of any indenture or other agreement or
instrument known to such counsel and to which the Company or any of
its subsidiaries is a party or bound, or any order or regulation
known to such counsel to be applicable to the Company or any of its
subsidiaries of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over the Company
or any of its subsidiaries; and
(x) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State
of Rhode Island or the United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other counsel of good
standing believed to be reliable and who are satisfactory to counsel for
the Agent and (B)
<PAGE>
17
as to matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials. References to
the Prospectus in this paragraph (b) include any supplements thereto at the
date such opinion is rendered.
(c) The Agent shall have received from Cravath, Swaine & Moore,
counsel for the Agent, such opinion or opinions, dated the Execution Time,
with respect to the issuance and sale of the Notes, each Indenture, the
Registration Statement, the Prospectus (together with any supplement
thereto) and other related matters as the Agent may reasonably require,
and the Company shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass upon such matters.
(d) The Company shall have furnished to the Agent a certificate of
the Company, signed by the Chairman of the Board, or the President, or any
Executive Vice President and the principal financial or accounting officer
or Treasurer of the Company, dated the Execution Time, to the effect that
the signers of such certificate have carefully examined the Registration
Statement, the Prospectus, any supplement to the Prospectus and this
Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the date hereof with the same effect as if made on the date hereof
and the Company has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied as a
condition to the obligation of the Agents to solicit offers to
purchase the Notes;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent financial statements
included in the Prospectus (exclusive of any supplement thereto),
there has been no material adverse change in the condition
(financial or other), earnings, business or properties of the
Company and its subsidiaries,
<PAGE>
18
whether or not arising from transactions in the ordinary course of
business, except as set forth or contemplated in the Prospectus
(exclusive of any supplement thereto).
(e) At the Execution Time, KPMG Peat Marwick LLP shall have furnished
to the Agent a letter or letters (which may refer to letters previously
delivered to the Agent), dated as of the Execution Time, in form and
substance satisfactory to the Agent, confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the
respective applicable published rules and regulations thereunder and
stating in effect that:
(i) in their opinion the audited financial statements included
or incorporated in the Registration Statement and the Prospectus and
reported on by them comply as to form in all material respects with
the applicable accounting requirements of the Act and the Exchange
Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited
consolidated financial statements made available by the Company;
carrying out certain specified procedures (but not an examination in
accordance with generally accepted auditing standards) which would
not necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of the
meetings of the stockholders, directors and executive and audit
committees of the Company; and inquiries of certain officials of the
Company who have responsibility for financial and accounting matters
of the Company and its subsidiaries as to transactions and events
subsequent to the date of the most recent audited financial
statements incorporated in the Registration Statement and the
Prospectus, nothing came to their attention which caused them to
believe that:
(1) the amounts in the unaudited "Summary Consolidated
Financial Data", if any, included in the Prospectus do not
agree with the corresponding amounts in the audited
consolidated financial statements, unaudited consolidated
financial statements or analyses prepared by the Company from
which such
<PAGE>
19
amounts were derived; or
(2) any unaudited financial statements included or
incorporated in the Registration Statement and the Prospectus
do not comply as to form in all material respects with
applicable accounting requirements and with the published
rules and regulations of the Commission with respect to
financial statements included or incorporated in quarterly
reports on Form 10-Q under the Exchange Act; and said
unaudited financial statements are not in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
statements included or incorporated in the Registration
Statement and the Prospectus; or
(3) with respect to the period subsequent to the date of
the most recent financial statements (other than capsule
information), audited or unaudited, incorporated in the
Registration Statement and the Prospectus, there were any
changes, at a specified date not more than five business days
prior to the date of the letter, in the long-term debt of the
Company and its subsidiaries on a consolidated basis or
capital stock of the Company or decreases in the stockholders'
equity of the Company and its subsidiaries on a consolidated
basis as compared with the amounts shown on the most recent
consolidated balance sheet or capitalization table included or
incorporated in the Registration Statement and the Prospectus,
or for the period from the date of the most recent financial
statements incorporated in the Registration Statement and the
Prospectus to such specified date there were any decreases, as
compared with the corresponding period in the preceding year,
in net interest income or income before income taxes, or in
total or per share amounts of net income, of the Company and
its subsidiaries on a consolidated basis, except in all
instances for changes or decreases that the Registration
Statement has disclosed have occurred or may occur, in which
case the letter shall be
<PAGE>
20
accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed
necessary by the Agent; or
(4) the amounts included in any unaudited "capsule"
information included or incorporated in the Registration
Statement and the Prospectus do not agree with the amounts set
forth in the unaudited financial statements for the same
periods or were not determined on a basis substantially
consistent with that of the corresponding amounts in the
audited financial statements included or incorporated in the
Registration Statement and the Prospectus;
(iii) they have performed certain other specific procedures as
a result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company) set forth in the
Registration Statement, as amended, and the Prospectus, as amended
or supplemented, and in Exhibit 12 to the Registration Statement,
the information included or incorporated in Items 1 (Guide 3
Statistical Disclosure), 6 and 7 of the Company's annual report on
Form 10-K incorporated therein, and in "Management's Discussion and
Analysis of Financial Condition and Results of operations" included
or incorporated in the Company's quarterly reports on Form 10-Q
incorporated therein agrees with the accounting records of the
Company and its subsidiaries on a consolidated basis, excluding any
questions of legal interpretation; and
(iv) if pro forma financial statements are included or
incorporated in the Registration Statement and the Prospectus, on
the basis of a reading of the unaudited pro forma financial
statements, carrying out certain specified procedures, inquiries of
certain officials of the Company and the acquired company who have
responsibility for financial and accounting matters, and proving the
arithmetic accuracy of the application of the pro forma adjustments
to the historical amounts in the pro forma financial statements,
<PAGE>
21
nothing came to their attention which caused them to believe that
the pro forma financial statements do not comply in form in all
material respects with the applicable accounting requirements of
Rule 11-02 of Regulation S-X or that the pro forma adjustments have
not been properly applied to the historical amounts in the
compilation of such statements.
References to the Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.
(f) Prior to the Execution Time, the Company shall have furnished to
the Agent such further information, documents, certificates and opinions
of counsel as the Agent may reasonably request.
The documents required to be delivered by this Section 5 shall be
delivered at the office of Cravath, Swaine & Moore, counsel for the Agents, at
Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the date hereof.
6. Conditions to the Obligations of the Purchaser. The obligations of
----------------------------------------------
the Purchaser to purchase any Notes will be subject to the accuracy of the
representations and warranties on the part of the Company herein as of the date
of the related Terms Agreement and as of the Closing Date for such Notes, to the
performance and observance by the Company of all covenants and agreements herein
contained on its part to be performed and observed and to the following
additional conditions precedent:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or threatened.
(b) To the extent agreed to in writing between the Company and the
Purchaser in a Terms Agreement, the Purchaser shall have received,
appropriately updated, (i) a certificate of the Company, dated as of the
Closing Date, to the effect set forth in Section 5(d) (except that
references to the Prospectus shall be to the Prospectus as supplemented as
of the date of such Terms Agreement), (ii) the opinion of Edwards &
Angell, counsel for the Company, dated as of the Closing Date, to the
effect set forth in Section 5(b), (iii) the opinion of Cravath, Swaine &
Moore, counsel for the
<PAGE>
22
Purchaser, dated as of the Closing Date, to the effect set forth in Section
5(c), and (iv) a letter of KPMG Peat Marwick LLP, independent accountants
for the Company, dated as of the Closing Date, to the effect set forth in
Section 5(e).
(c) Prior to the Closing Date, the Company shall have furnished to
the Purchaser such further information, certificates and documents as the
Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement
and an applicable Terms Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement or such Terms Agreement and
required to be delivered to the Purchaser pursuant to the terms hereof and
thereof shall not be in all material respects reasonably satisfactory in form
and substance to the Purchaser and its counsel, such Terms Agreement and all
obligations of the Purchaser thereunder and with respect to the Notes subject
there to may be canceled at, or at any time prior to, the respective Closing
Date by the Purchaser. Notice of such cancellation shall be given to the Company
in writing or by telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to Purchase. (a)
------------------------------------------------------------
The Company agrees that any person who has agreed to purchase and pay for any
Note, including a Purchaser and any person who purchases pursuant to a solici-
tation by the Agent, shall have the right to refuse to purchase such Note if (i)
at the Closing Date therefor, any condition set forth in Section 5 (except that
references to the Prospectus shall be to the Prospectus as supplemented at the
Closing Date) or 6, as applicable, shall not be satisfied, (ii) subsequent to
the agreement to purchase such Note, any change, or any development with respect
to the Company involving a prospective change, in or affecting the business or
properties of the Company and its subsidiaries shall have occurred the effect of
which is, in the judgment of the Purchaser or the Agent which presented the
offer to purchase such Note, as applicable, so material and adverse as to make
it impractical or inadvisable to proceed with the delivery of such Note or (iii)
subsequent to the agreement to purchase such Note, (w) there shall have been any
decrease in the ratings of any of the Company's debt securities by Moody's
Investors Service or Standard & Poor's Corporation (each a "Rating Agency") or
any such Rating
<PAGE>
23
Agency shall publicly announce that it has placed any of such debt securities on
a "watchlist" with negative implications, (x) trading in the Company's Common
Stock shall have been suspended by the Commission or the New York Stock Exchange
or trading in securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been established on such
Exchange, (y) a banking moratorium shall have been declared either by Federal,
Rhode Island or New York State authorities, or (z) there shall have occurred any
outbreak or escalation of hostilities or other calamity or crisis the effect of
which on the financial markets or the United States is such as to make it, in
the judgment of the Purchaser or the Agent which presented the offer to purchase
such Note, as applicable, impracticable to market such Notes (it being
understood that under no circumstance shall the Agent have any duty or
obligation to exercise any judgment permitted to be exercised pursuant to this
Section 7(a)).
(b) The Company further agrees to notify the Agent upon the occurrence
of any change, condition or development contemplated by Section 7(a)(ii) or
(iii).
8. Indemnification and Contribution. (a) The Company agrees to
--------------------------------
indemnify and hold harmless you and any person who controls you within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which you or they may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the
Securities as originally filed or in any amendment thereof, or in the Prospectus
or any preliminary Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i) the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or
<PAGE>
24
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by you specifically for use in connection
with the preparation thereof, and (ii) such indemnity with respect to the
Prospectus or any preliminary Prospectus shall not inure to your benefit (or any
person controlling you) from whom the person asserting any such loss, claim,
damage or liability purchased the Notes which are the subject thereof if it
shall be established that such person did not receive a copy of the Prospectus
(or the Prospectus as supplemented) excluding documents incorporated therein by
reference at or prior to the confirmation of the sale of such Notes to such
person in any case where such delivery is required by the Act if the Company has
previously furnished copies thereof in sufficient quantity and the loss, claim,
damage or liability results from an untrue statement or omission of a material
fact contained in the Prospectus or any preliminary Prospectus was corrected in
the Prospectus (or the Prospectus as supplemented). This indemnity agreement
will be in addition to any liability which the Company may otherwise have.
(b) You agree to indemnify and hold harmless the Company, each of its
directors, each of its officers who signs the Registration Statement and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
you, but only with reference to written information relating to you furnished to
the Company by you specifically for use in the preparation of the documents
referred to in the foregoing indemnity. This indemnity agreement will be in
addition to any liability which you may otherwise have. The Company acknowledges
that the statements set forth in the sixth paragraph under the heading "Plan of
Distribution" of the Prospectus Supplement relating to purchases and sales of
Notes in the secondary market and making a market in the Notes constitute the
only information furnished in writing by you for inclusion in the documents
referred to in the foregoing indemnity, and you confirm that such statements are
correct.
(c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party other-
<PAGE>
25
wise than under this Section 8. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and to
the extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel satisfactory to such indemnified
party; provided, however, that if the defendants in any such action include both
-------- -------
the indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel (plus any local counsel), approved by you in the
case of paragraph (a) of this Section 8, representing the indemnified parties
under such paragraph (a) who are parties to such action), (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to in such clause (i)
or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 8 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Company on grounds of policy or otherwise, the
Company and you shall contribute to
<PAGE>
26
the aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
to which the Company and you may be subject in such proportion so that you are
responsible for that portion represented by the percentage that the aggregate
commissions received by you pursuant to Section 2 in connection with the Notes
from which such losses, claims, damages and liabilities arise (or, in the case
of Notes sold pursuant to a Terms Agreement, the aggregate commissions that
would have been received by you if such commissions had been payable), bears to
the aggregate principal amount of such Notes sold and the Company is responsible
for the balance; provided, however, that (y) in no case shall you be responsible
-------- -------
for any amount in excess of the commissions received by you in connection with
the Notes from which such losses, claims, damages and liabilities arise (or, in
the case of Notes sold pursuant to a Terms Agreement, the aggregate commissions
that would have been received by you if such commissions had been payable) and
(z) no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of this
Section 8, any person who controls you within the meaning of the Act shall have
the same rights to contribution as you and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to clauses (y) and (z) of this paragraph (d).
9. Termination. (a) This Agreement will continue in effect until
-----------
terminated as provided in this Section 9. This Agreement may be terminated by
either the Company as to you or by you insofar as this Agreement relates to you,
giving written notice of such termination to you or the Company, as the case may
be. This Agreement shall so terminate at the close of business on the first
business day following the receipt of such notice by the party to whom such
notice is given. In the event of such termination, no party shall have any
liability to the other party hereto, except as provided in the fourth paragraph
of Section 2(a), Section 4(b), Section 4(h), Section 8 and Section 10. The
provisions of this Agreement (including without limitation Section 7 hereof)
applicable to any purchase of a Note for which an agreement to purchase exists
prior to the termination hereof shall survive any termination of this Agreement.
<PAGE>
27
(b) Each Terms Agreement shall be subject to termination in the
absolute discretion of the Purchaser, by notice given to the Company prior to
delivery of any payment for Notes to be purchased thereunder, if prior to such
time (i) trading in the Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) a banking moratorium
shall have been declared either by Federal, Rhode Island, Connecticut, Maine,
New Hampshire, Massachusetts or New York State authorities, (iii) there shall
have occurred any outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war or other calamity or crisis the
effect of which on the financial markets is such as to make it, in the judgment
of the Purchaser, impracticable or inadvisable to market such Notes or (iv)
there shall have been any decrease in the ratings of the Company's debt
securities by any Rating Agency or Any such Rating Agency shall publicly
announce that it has placed any of such debt securities on a "watchlist" with
negative implications.
10. Representations and Indemnities to Survive. The respective
------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of you set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of you or the Company or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Notes. The provisions of Sections 4(h) and 8 hereof shall
survive the termination or cancellation of this Agreement.
11. Notices. All communications hereunder will be in writing and
-------
effective only on receipt, and, if sent to you, will be mailed, delivered or
telegraphed and confirmed to you, at the address specified in Schedule I hereto;
or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at One Federal Street, Boston, Massachusetts 02110, attention of
the Senior Vice President and General Counsel.
12. Successors. This Agreement will inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder,
<PAGE>
28
except for the right of a person who has agreed to purchase a Note to refuse to
purchase such Note as provided in Section 7 hereof.
13. Applicable Law. This Agreement will be governed by and construed
--------------
in accordance with the laws of the State of New York.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and you.
Very truly yours,
FLEET FINANCIAL GROUP, INC.
By:
---------------------------
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
SMITH BARNEY INC.
By:
------------------------
<PAGE>
SCHEDULE I
Commissions:
- ------------
The Company agrees to pay the Agent a commission equal to the
following percentage of the principal amount of each Note sold on an agency
basis by such Agent:
Term Commission Rate
- ---- ---------------
From 9 months to less than 1 year .20%
From 1 year to less than 2 year .40%
From 2 years to less than 3 years .60%
From 3 years to less than 4 years .75%
From 4 years to less than 5 years 1.00%
From 5 years to less than 6 years 1.50%
From 6 years to less than 7 years 2.00%
From 7 years to less than 10 years 2.25%
From 10 years to less than 15 years 2.50%
From 15 years to less than 20 years 2.75%
From 20 years to and including 30 years 3.00%
Over 30 years as agreed at the
time of sale
Unless otherwise specified in the applicable Terms Agreement, the
discount or commission payable to a Purchaser shall be determined on the basis
of the commission schedule set forth above.
Address for Notice to you:
- --------------------------
Exhibit 1(c)
Fleet Financial Group, Inc.
$1,313,400,000
Senior Medium-Term Notes, Series J
Subordinated Medium-Term Notes, Series K
Due from Nine Months or More
from Date of Issue
Distribution Agreement
March 27, 1996
New York, New York
Fleet Bank of Massachusetts, N.A.
75 State Street
Boston, MA 02109
Ladies and Gentlemen:
Fleet Financial Group, Inc., a Rhode Island corporation (the "Company"),
confirms its agreement with you with respect to the issue and sale by the
Company of up to $1,313,400,000 aggregate principal amount of its Senior Medium-
Term Notes, Series J and Subordinated Medium-Term Notes, Series K, which
includes $300,000,000 principal amount of Senior Retail Medium-Term Notes,
Series J and Subordinated Retail Medium-Term Notes, Series K which are not
the subject of this Agreement (the Series J Notes referred to herein
as the "Senior Notes" and the Series K Notes referred to herein as the
"Subordinated Notes"), Due Nine Months or More from Date of Issue (collectively,
the "Notes"). The Senior Notes are to be issued under an indenture dated as of
October 1, 1992 (the "Indenture"), between the Company and The First National
Bank of Chicago, as trustee (the "Senior Trustee" or "First Chicago"). The
Subordinated Notes are to be issued under an indenture dated as of October 1,
1992, between the Company and First Chicago as trustee (the "Subordinated
Trustee" and, collectively with the Senior Trustee, the "Trustee"), as
supplemented by a first supplemental indenture dated as of November 30, 1992,
between the Company and the Subordinated Trustee (as so supplemented, the
"Subordinated Indenture" and collectively with the Senior Indenture, the
"Indentures"). The Notes to be sold by you will be issued in minimum
denominations of $150,000 or any amount in excess thereof which is an integral
multiple of $1,000, will be issued only in fully registered form and will have
the annual interest rates, maturities and, if appropriate, other terms set forth
in a supplement to the Prospectus referred to below. The Notes will be issued,
and the terms thereof established, in accordance with the applicable Indenture
and the Medium-Term Notes Administrative
<PAGE>
Procedures attached hereto as Exhibits A and B (the "Procedures") . The
Procedures may only be amended by written agreement of the Company and you after
notice to, and with the approval of, the Trustee.
1. Representations and Warranties. The Company represents and warrants
------------------------------
to, and agrees with, you as set forth below in this Section 1. Certain terms
used in this Section 1 are defined in paragraph (d) hereof.
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and has filed with the Securities and
Exchange Commission (the "Commission") a registration statement on such Form
(File Number: 333-00701), including a basic prospectus, which also constitutes,
pursuant to Rule 429 under the Act, Post-Effective Amendment No. 1 to
registration statement on such Form (File Number: 33-63631) and which become
effective, for the registration under the Act of securities (the "Securities"),
including the Notes, in an aggregate principal amount of $1,488,400,000. Such
registration statements, as amended at the date of this Agreement, meet the
requirements set forth in Rule 415(a)(1)(ix) or (x) under the Act and comply in
all other material respects with said Rule. The Company has included in such
registration statements, as amended at the date of this Agreement, or has filed
or will file with the Commission pursuant to the applicable paragraph of Rule
424(b) under the Act, a supplement to the form of prospectus included in such
registration statement relating to the Notes and the plan of distribution
thereof (the "Prospectus Supplement"). In connection with the sale of Notes the
Company proposes to file with the Commission pursuant to the applicable
paragraph of Rule 424(b) under the Act further supplements to the Prospectus
Supplement specifying the interest rates, maturity dates and, if appropriate,
other terms of the Notes sold pursuant hereto or the offering thereof.
(b) As of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission, on each day of an
Offering Period (referred to below) and at the date of delivery by the Company
of any Notes sold hereunder (a "Closing Date"), (i) the Registration Statement,
as amended as of any such time, and the Prospectus, as supplemented as of any
such time, and each Indenture will comply in all material respects with the
applicable requirements of the Act, the Trust Indenture Act of 1939 (the "Trust
Indenture Act") and the Securities Exchange Act of 1934 (the "Exchange Act") and
the respective rules thereunder; (ii) the Registration Statement, as amended as
of any such time, did not or will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; and (iii) the
Prospectus, as supplemented as of any such time, will not contain any 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 Company makes no
representations or warranties as to (i) that part of the Registration Statement
which shall constitute the Statement of Eligibility and Qualification (Form T-1)
under the Trust Indenture Act of the Trustee or (ii) the information contained
in or omitted from the Registration Statement or the Prospectus (or any
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by you specifically for
<PAGE>
inclusion in connection with the preparation of the Registration Statement or
the Prospectus (or any supplement thereto).
(c) As of the time any Notes are issued and sold hereunder, each
Indenture will constitute a legal, valid and binding instrument enforceable
against the Company in accordance with its terms and such Notes will have been
duly authorized, executed, authenticated and, when paid for by the purchasers
thereof, will constitute legal, valid and binding obligations of the Company
entitled to the benefits of the applicable Indenture.
(d) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "the Effective Date" shall mean each date that
the Registration Statement and any post-effective amendment or amendments
thereto became or become effective. "Execution Time" shall mean the date and
time that this Agreement is executed and delivered by the parties hereto.
"Basic Prospectus" shall mean the form of basic prospectus relating to the
Securities contained in the Registration Statement at the Effective Date.
"Prospectus" shall mean the Basic Prospectus as supplemented by the Prospectus
Supplement. "Registration Statement" shall mean the registration statements
referred to in paragraph (a) above, including incorporated documents, exhibits
and financial statements, as amended at the Execution Time. "Rule 415" and
"Rule 424" refer to such rules under the Act. Any reference herein to the
Registration Statement, the Basic Prospectus, the Prospectus Supplement or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under the
Exchange Act on or before the Effective Date of the Registration Statement or
the issue date of the Basic Prospectus, the Prospectus Supplement or the
Prospectus, as the case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement, the
Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement or the issue date of the Basic
Prospectus, the Prospectus Supplement or the Prospectus, as the case may be,
deemed to be incorporated therein by reference.
2. Appointment of Agent; Solicitation by the Agent of Offers to Purchase.
---------------------------------------------------------------------
Subject to the terms and conditions set forth herein, the Company hereby
authorizes the Agent to act as its agent to solicit offers for the purchase of
all or part of the Notes from the Company. The Company shall notify the Agent
from time to time as to the commencement of a period during which the Notes may
be offered and sold by the Agent (each period, commencing with such notification
and ending at such time as the authorization for offers and sales through the
Agent shall have been suspended by the Company or the Agent as provided
hereunder, being referred to as an "Offering Period").
On the basis of the representations and warranties, and subject to the
terms and conditions set forth herein, the Agent agrees, solely as agent of the
Company, to use its reasonable efforts to solicit offers to purchase the Notes
during each Offering Period from the Company upon the terms and conditions set
forth in the Prospectus (and any supplement thereto) and in the Procedures.
Under no circumstances will the Agent be obligated to purchase any Notes for its
own account.
<PAGE>
The Company shall have the sole right to accept offers to purchase the
Notes and may reject any such offer in whole or in part. The Agent shall have
the right to reject, in its discretion reasonably exercised, any offer received
by it to purchase the Notes in whole or in part, and any such rejection shall
not be deemed a breach of its agreements contained herein.
The Company reserves the right, in its sole discretion, to instruct the
Agent to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Notes. Upon receipt of instructions from
the Company, the Agent will forthwith suspend solicitation of offers to purchase
Notes from the Company until such time as the Company has advised them that such
solicitation may be resumed.
The Company agrees to pay the Agent a commission, on the Closing Date with
respect to each sale of Notes by the Company as a result of a solicitation made
by the Agent, in an amount equal to that percentage specified in Schedule I
hereto of the aggregate principal amount of the Notes sold by the Company. Such
commission shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the Procedures, offers for
the purchase of Notes may be solicited by the Agent for the Company at such time
and in such amounts as the Agent deems advisable. The Company may from time to
time offer Notes for sale otherwise than through the Agent; provided, however,
that so long as this Agreement shall be in effect, the Company shall not solicit
or accept offers to purchase Notes through the agent other than the Agent, an
affiliate of the Company, or any of Goldman, Sachs & Co., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc.
and Salomon Brothers Inc, which have entered into a Selling Distribution
Agreement with the Company providing for the sale of Notes on terms and
conditions substantially similar to those contained herein, unless such
solicitation or acceptance is on terms with respect to commissions substantially
similar to those set forth in Schedule I hereto and the Company shall give the
Agent reasonable notice of the appointment of such agent for the purpose of
soliciting the Notes.
3. Offering and Sale of Notes. The Agent and the Company agree to perform
--------------------------
the respective duties and obligations specifically provided to be performed by
them in the Procedures.
4. Agreements. The Company agrees with you that:
----------
(a) Prior to the termination of the offering of the Notes, the
Company will not file any amendment of the Registration Statement or supplement
to the Prospectus (except for (i) periodic or current reports filed under the
Exchange Act, (ii) a supplement relating to any offering of Notes providing
solely for the specification of or a change in the maturity dates, interest
rates, issuance prices or other terms of any Notes or (iii) a supplement
relating to an offering of Securities other than the Notes) unless the Company
has furnished you a copy for your review prior to filing and given you a
reasonable opportunity to comment on any such
<PAGE>
proposed amendment or supplement. Subject to the foregoing sentence, the
Company will cause each supplement to the Prospectus to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within the time
period prescribed and will provide evidence satisfactory to you of such filing.
The Company will promptly advise you (i) when the Prospectus, and any supplement
thereto, shall have been filed with the Commission pursuant to Rule 424(b), (ii)
when, prior to the termination of the offering of the Notes, any amendment of
the Registration Statement shall have been filed or become effective, (iii) of
any request by the Commission for any amendment of the Registration Statement or
supplement to the Prospectus or for any additional information, (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceeding for
that purpose and (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Notes for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend the Registration
Statement or to supplement the Prospectus to comply with the Act or the Exchange
Act or the respective rules thereunder, the Company promptly will (i) notify you
to suspend solicitation of offers to purchase Notes (and, if so notified by the
Company, you shall forthwith suspend such solicitation and cease using the
Prospectus as then supplemented), (ii) prepare and file with the Commission,
subject to the first sentence of paragraph (a) of this Section 4, an amendment
or supplement which will correct such statement or omission or effect such
compliance and (iii) supply any supplemented Prospectus to you in such
quantities as you may reasonably request. If such amendment or supplement, and
any documents, certificates and opinions furnished to you pursuant to paragraph
(g) of this Section 4 in connection with the preparation or filing of such
amendment or supplement are satisfactory in all respects to you, you will, upon
the filing of such amendment or supplement with the Commission and upon the
effectiveness of an amendment to the Registration Statement, if such an
amendment is required, resume your obligation to solicit offers to purchase
Notes hereunder.
(c) The Company, during the period when a prospectus relating to the
Notes is required to be delivered under the Act, will file promptly all
documents required to be filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act and will furnish to you copies of such
documents. In addition, on the date on which the Company makes any announcement
to the general public concerning earnings or concerning any other event which is
required to be described, or which the Company proposes to describe, in a
document filed pursuant to the Exchange Act, the Company will furnish to you the
information contained or to be contained in such announcement. The Company also
will furnish to you copies of all other press releases or announcements to the
general public of a financial nature. The Company will immediately notify you
of (i) any downgrading in the rating of the Notes or any other debt
<PAGE>
securities of the Company, or the announcement that the Notes or any other debt
securities of the Company have been placed on a "watchlist" with negative
implications, by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) or (ii) any notice given of
any intended or potential decrease in any such rating or of a possible change in
any such rating that does not indicate the direction of the possible change, as
soon as the Company learns of any such decrease or notice, as soon as the
Company learns of any such downgrading or announcement.
(d) As soon as practicable, the Company will make generally available
to its security holders and to you an earnings statement or statements of the
Company and its subsidiaries which will satisfy the provisions of Section 11(a)
of the Act and Rule 158 under the Act.
(e) The Company will furnish to you and your counsel, without charge,
copies of the Registration Statement (including exhibits thereto) and, so long
as delivery of a prospectus may be required by the Act, as many copies of the
Prospectus and any supplement thereto as you may reasonably request.
(f) The Company will arrange for the qualification of the Notes for
sale under the laws of such jurisdictions as you may designate, will maintain
such qualifications in effect so long as required for the distribution of the
Notes, and will arrange for the determination of the legality of the Notes for
purchase by institutional investors.
(g) The Company shall furnish to you such information, documents,
certificates of officers of the Company and opinions of counsel for the Company
relating to the business, operations and affairs of the Company, the
Registration Statement, the Prospectus, and any amendments thereof or
supplements thereto, the Indentures, the Notes, this Agreement, the Procedures
and the performance by the Company and you of its and your respective
obligations hereunder and thereunder as you may from time to time and at any
time prior to the termination of this Agreement reasonably request.
(h) The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its obligations
under this Agreement, including the fees and disbursements of its accountants
and counsel, the cost of printing or other production and delivery of the
Registration Statement, the Prospectus, all amendments thereof
and supplements thereto, each Indenture, this Agreement and all other documents
relating to the offering, the cost of preparing, printing, packaging and
delivering the Notes, the fees and disbursements, including fees of counsel,
incurred in compliance with Section 4(f), the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes, (ii) reimburse you on a
monthly basis for all out-of-pocket expenses incurred by you in connection with
this Agreement and (iii) pay the reasonable fees and expenses of your counsel
incurred in connection with this Agreement.
(i) Each acceptance by the Company of an offer to purchase Notes will
be deemed to be an affirmation that its representations and warranties contained
in this Agreement
<PAGE>
are true and correct at the time of such acceptance, as though made at and as of
such time, and a covenant that such representations and warranties will be true
and correct at the time of delivery to the purchaser of the Notes relating to
such acceptance, as though made at and as of such time (it being understood that
for purposes of the foregoing affirmation and covenant such representations and
warranties shall relate to the Registration Statement and Prospectus as amended
or supplemented at each such time). Each such acceptance by the Company of an
offer for the purchase of Notes shall be deemed to constitute an additional
representation, warranty and agreement by the Company that, as of the settlement
date for the sale of such Notes, after giving effect to the issuance of such
Notes, of any other Notes to be issued on or prior to such settlement date and
of any other Securities to be issued and sold by the Company on or prior to such
settlement date, the aggregate amount of Securities (including any Notes) which
have been issued and sold by the Company will not exceed the amount of
Securities registered pursuant to the Registration Statement.
(j) Prior to the commencement of the first Offering Period subsequent
to each time, and subsequent to each time during any Offering Period, that the
Registration Statement or the Prospectus is amended or supplemented (other than
by an amendment or supplement relating to any offering of Securities other than
the Notes or providing solely for the specification of or a change in the
maturity dates, the interest rates, the issuance prices or other similar terms
of any Notes sold pursuant hereto), the Company will deliver or cause to be
delivered promptly to you a certificate of the Company, signed by the Chairman
of the Board, or the President, or any Executive Vice President and the
principal financial or accounting officer or Treasurer of the Company, dated the
date of the effectiveness of such amendment or the date of the filing of such
supplement, in form reasonably satisfactory to you, of the same tenor as the
certificate referred to in Section 5(d) but modified to relate to the last day
of the fiscal quarter for which financial statements of the Company were last
filed with the Commission and to the Registration Statement and the Prospectus
as amended and supplemented to the time of the effectiveness of such amendment
or the filing of such supplement.
(k) Prior to the commencement of the first Offering Period subsequent
to each time, and subsequent to each time during any Offering Period, each time
that the Registration Statement or the Prospectus is amended or supplemented
(other than by an amendment or supplement (i) relating to any offering of
Securities other than the Notes, (ii) providing solely for the specification of
or a change in the maturity dates, the interest rates, the issuance prices or
other similar terms of any Notes sold pursuant hereto or (iii) setting forth or
incorporating by reference financial statements or other information as of and
for a fiscal quarter, unless, in the case of clause (iii) above, in your
reasonable judgment, such financial statements or other information are of such
a nature that an opinion of counsel should be furnished), the Company shall
furnish or cause to be furnished promptly to you a written opinion of counsel of
the Company satisfactory to you, dated the date of the effectiveness of such
amendment or the date of the filing of such supplement, in form satisfactory to
you, of the same tenor as the opinion referred to in Section 5(b) but modified
to relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or the filing of
such supplement or, in lieu of such opinion, counsel last furnishing such an
opinion
<PAGE>
to you may furnish you with a letter to the effect that you may rely on such
last opinion to the same extent as though it were dated the date of such letter
authorizing reliance (except that statements in such last opinion will be deemed
to relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or the filing of
such supplement).
(l) Prior to the commencement of the first Offering Period subsequent
to each time that the Registration Statement or the Prospectus is amended or
supplemented to include or incorporate amended or supplemental financial
information, and each time during any Offering Period that the Registration
Statement or Prospectus is so amended or supplemented, the Company shall cause
its independent public accountants promptly to furnish you a letter, dated the
date of the commencement of such Offering Period or the date of the
effectiveness of such amendment or the date of the filing of such supplement, as
the case may be, in form satisfactory to you, of the same tenor as the letter
referred to in Section 5(e) with such changes as may be necessary to reflect the
amended and supplemental financial information included or incorporated by
reference in the Registration Statement and the Prospectus, as amended or
supplemented to the date of such letter; provided, that in no event will the
Company accept any offer to purchase Notes unless such letter shall have been
delivered; provided, further, that, if the Registration Statement or the
Prospectus is amended or supplemented solely to include or incorporate by
reference financial information as of and for a fiscal quarter, the Company's
independent public accountants may limit the scope of such letter, which shall
be satisfactory in form to you, to the unaudited financial statements, the
related "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and any other information of an accounting, financial or
statistical nature included in such amendment or supplement, unless, in your
reasonable judgment, such letter should cover other information or changes in
specified financial statement line items.
(m) The Company confirms as of the date hereof that it has complied
with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act
Relating to Disclosure of Doing Business with Cuba, and the Company further
agrees that if it commences engaging in business with the government of Cuba or
with any person or affiliate located in Cuba after the date the Registration
Statement becomes or has become effective with the Securities and Exchange
Commission or with the Florida Department of Banking and Finance (the
"Department"), whichever date is later, or if the information reported in the
Prospectus, if any, concerning the Company's business with Cuba or with any
person or affiliate located in Cuba changes in any material way, the Company
will provide the Department notice of such business or change, as appropriate,
in a form acceptable to the Department.
5. Conditions to the Obligations of the Agent. The obligations of the
------------------------------------------
Agent to solicit offers to purchase the Notes shall be subject to the accuracy
of the representations and warranties on the part of the Company contained
herein as of the Execution Time, on the Effective Date, when any supplement to
the Prospectus is filed with the Commission and as of each Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
<PAGE>
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such supplement, shall
have been filed in the manner and within the time period required by Rule
424(b); and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been instituted or threatened.
(b) The Company shall have furnished to the Agent the opinion of
Edwards & Angell, counsel for the Company, dated the Execution Time, to the
effect that:
(i) each of the Company and Fleet National Bank (the "Bank") and
any other subsidiary or subsidiaries which the Agent may reasonably request
(individually a "Subsidiary" and collectively the "Subsidiaries") has been
duly incorporated and is validly existing as a corporation or national
association in good standing under the laws of the jurisdiction in which it
is chartered or organized, with full corporate power and authority to own
its properties and conduct its business as described in the Prospectus; the
Company is qualified to do business as a foreign corporation under the laws
of the State of New York; except as stated above, none of the Company or
the Bank is required to be qualified to do business as a foreign
corporation under the laws of any other jurisdiction; and the Company is
registered as a bank holding company under the Bank Holding Company Act of
1956, as amended;
(ii) all the outstanding shares of capital stock of the Bank and
such Subsidiaries have been duly and validly authorized and issued and are
fully paid and (except as provided in 12 U.S.C. Sec. 55) nonassessable,
and, except as otherwise set forth in the Prospectus, all outstanding
shares of capital stock of the Bank and such Subsidiaries are owned by
the Company either directly or through wholly owned subsidiaries free and
clear of any perfected security interest and, to the knowledge of such
counsel, after due inquiry, any other security interests, claims, liens
or encumbrances;
(iii) each Indenture has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust Indenture
Act, and constitutes a legal, valid and binding agreement enforceable
against the Company in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights generally
from time to time in effect and to the availability of equitable remedies
which are discretionary with the courts);
(iv) the Notes have been duly authorized as a series of Debt
Securities under the applicable Indenture, are in the forms provided for by
resolutions of the Board of Directors of the Company adopted pursuant to
such Indenture, conform to the description thereof contained in the
Prospectus, and, when executed and authenticated in accordance with the
provisions of the applicable Indenture and delivered to and paid for
<PAGE>
by the purchasers, will constitute valid and binding obligations of the
Company entitled to the benefits of the applicable Indenture;
(v) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be disclosed in the
Registration Statement which is not adequately disclosed in the Prospectus,
and there is no franchise, contract or other document of a character
required to be described in the Registration Statement or Prospectus, or to
be filed as an exhibit, which is not described or filed as required;
(vi) the Registration Statement and any amendments thereto have
become effective under the Act; to the best knowledge of such counsel, no
stop order suspending the effectiveness of the Registration Statement, as
amended, has been issued, no proceedings for that purpose have been
instituted or threatened, and the Registration Statement, the Prospectus
and each amendment thereof or supplement thereto as of their respective
effective or issue dates (other than the financial statements and other
financial data contained therein as to which such counsel need express no
opinion) comply as to form in all material respects with the applicable
requirements of the Act and the Exchange Act and the respective rules
thereunder; and such counsel has no reason to believe that the Registration
Statement, or any amendment thereof, at the time it became effective and at
the date of this Agreement (or, in the case of any opinion delivered
pursuant to Section 4(k) or Section 6, the date of such subsequently
delivered opinion), contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus, as amended or supplemented to the date of such opinion,
includes any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(vii) this Agreement has been duly authorized, executed and
delivered by the Company;
(viii) no consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation of the
transactions contemplated herein, except such as have been obtained under
the Act and such as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the Notes
as contemplated by this Agreement and such other approvals (specified in
such opinion) as have been obtained;
(ix) neither the issue and sale of the Notes, nor the
consummation of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a breach of,
or constitute a default under the charter or by-laws of the Company or the
terms of any indenture or other agreement or instrument known to such
counsel and to which the Company or any of its subsidiaries is a party or
<PAGE>
bound, or any order or regulation known to such counsel to be applicable
to the Company or any of its subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator having jurisdiction
over the Company or any of its subsidiaries; and
(x) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
Rhode Island or the United States, to the extent deemed proper and specified in
such opinion, upon the opinion of other counsel of good standing believed to be
reliable and who are satisfactory to counsel for the Agent and (B) as to matters
of fact, to the extent deemed proper, on certificates of responsible officers of
the Company and public officials. References to the Prospectus in this
paragraph (b) include any supplements thereto at the date such opinion is
rendered.
(c) [Intentionally omitted]
(d) The Company shall have furnished to the Agent a certificate of
the Company, signed by the Chairman of the Board, or the President, or any
Executive Vice President and the principal financial or accounting officer or
Treasurer of the Company, dated the Execution Time, to the effect that the
signers of such certificate have carefully examined the Registration Statement,
the Prospectus, any supplement to the Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
date hereof with the same effect as if made on the date hereof and the
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied as a condition to the
obligation of the Agent to solicit offers to purchase the Notes;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose
have been instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial statements
included in the Prospectus (exclusive of any supplement thereto), there has
been no material adverse change in the condition (financial or other),
earnings, business or properties of the Company and its subsidiaries,
whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto).
(e) Prior to the Execution Time, the Company shall have furnished to
the Agent such further information, documents, certificates and opinions of
counsel as the Agent may reasonably request.
<PAGE>
The documents required to be delivered by this Section 5 shall be delivered
at the office of Edwards & Angell, 2700 Hospital Trust Tower, Providence, Rhode
Island 02903, on the date hereof.
6. Right of Person Who Agreed to Purchase to Refuse to Purchase. (a) The
------------------------------------------------------------
Company agrees that any person who has agreed to purchase and pay for any Note,
shall have the right to refuse to purchase such Note if (i) at the Closing Date
therefor, any condition set forth in Section 5 (except that references to the
Prospectus shall be to the Prospectus as supplemented at the Closing Date) shall
not be satisfied, (ii) subsequent to the agreement to purchase such Note, any
change, or any development with respect to the Company involving a prospective
change, in or affecting the business or properties of the Company and its
subsidiaries shall have occurred the effect of which is, in the judgment of the
Agent, so material and adverse as to make it impractical or inadvisable to
proceed with the delivery of such Note or (iii) subsequent to the agreement to
purchase such Note, (w) there shall have been any decrease in the ratings of any
of the Company's debt securities by Moody's Investors Service or Standard &
Poor's Corporation (each a "Rating Agency") or any such Rating Agency shall
publicly announce that it has placed any of such debt securities on a
"watchlist" with negative implications, (x) trading in the Company's Common
Stock shall have been suspended by the Commission or the New York Stock Exchange
or trading in securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been established on such
Exchange, (y) a banking moratorium shall have been declared either by Federal,
Rhode Island or New York State authorities, or (z) there shall have occurred any
outbreak or escalation of hostilities or other calamity or crisis the effect of
which on the financial markets or the United States is such as to make it, in
the judgment of the Agent, impracticable to market such Notes (it being
understood that under no circumstance shall the Agent have any duty or
obligation to exercise any judgment permitted to be exercised pursuant to this
Section 6(a)).
(b) The Company further agrees to notify the Agent upon the
occurrence of any change, condition or development contemplated by Section
6(a)(ii) or (iii).
7. Indemnification and Contribution. (a) The Company agrees to indemnify
--------------------------------
and hold harmless you and each person who controls you within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which you, they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the registration statement for the registration of the Securities
as originally filed or in any amendment thereof, or in the Prospectus or any
preliminary Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Company will not be liable
in any
<PAGE>
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by you specifically for use in
connection with the preparation thereof, and (ii) such indemnity with respect to
the Prospectus or any preliminary Prospectus shall not inure to the benefit of
you (or any person controlling you) from whom the person asserting any such
loss, claim, damage or liability purchased the Notes which are the subject
thereof if such person did not receive a copy of the Prospectus (or the
Prospectus as supplemented) excluding documents incorporated therein by
reference at or prior to the confirmation of the sale of such Notes to such
person in any case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in the Prospectus or any
preliminary Prospectus was corrected in the Prospectus (or the Prospectus as
supplemented). This indemnity agreement will be in addition to any liability
which the Company may otherwise have.
(b) You agree to indemnify and hold harmless the Company, each of its
directors, each of its officers who signs the Registration Statement and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
you, but only with reference to written information relating to you furnished to
the Company by you specifically for use in the preparation of the documents
referred to in the foregoing indemnity. This indemnity agreement will be in
addition to any liability which you may otherwise have. The Company
acknowledges that the statements set forth in the last sentence of the ninth
paragraph under the heading "Plan of Distribution" of the Prospectus Supplement
relating to purchases and sales of Notes in the secondary market constitute the
only information furnished in writing by you for inclusion in the documents
referred to in the foregoing indemnity, and you confirm that such statements are
correct.
(c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the omission, without prejudice, so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under this Section 7. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided, however, that if the defendants in any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to assume the
defense of such action and approval by the indemnified party of
<PAGE>
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 7 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel (plus any local
counsel), approved by you in the case of paragraph (a) of this Section 7,
representing the indemnified parties under such paragraph (a) who are parties to
such action), (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).
(d) If for any reason the indemnification provided for in paragraph
(a) of this Section 7 is due in accordance with its terms but is held by a court
to be unavailable from the Company on grounds of policy or otherwise, you shall
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) to which the Company and you may be subject in an amount not in
excess of the commissions received by you in connection with the Notes from
which such losses, claims, damages and liabilities arise unless you were guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act). For purposes of this Section 7, each person who controls you within the
meaning of the Act shall have the same rights to contribution as you and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to clauses (y) and (z) of this
paragraph (d).
8. Termination. This Agreement will continue in effect until terminated
-----------
as provided in this Section 8. This Agreement may be terminated by either the
Company or you, giving written notice to the other party of such termination.
This Agreement shall so terminate at the close of business on the first business
day following the receipt of such notice by the party to whom such notice is
given. In the event of such termination, no party shall have any liability to
the other party hereto, except as provided in the fourth paragraph of Section
2(a), Section 4(b), Section 4(h), Section 7 and Section 9. The provisions of
this Agreement (including without limitation Section 6 hereof) applicable to any
purchase of a Note for which an agreement to purchase exists prior to the
termination hereof shall survive any termination of this Agreement.
9. Representations and Indemnities to Survive. The respective agreements,
------------------------------------------
representations, warranties, indemnities and other statements of the Company or
its officers and of you set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of you or the Company or any of the officers, directors or controlling
persons referred to in Section 7 hereof, and will survive delivery of and
payment for the Notes. The provisions of Sections 4(h) and 7 hereof shall
survive the termination or cancellation of this Agreement.
<PAGE>
10. Notices. All communications hereunder will be in writing and
-------
effective only on receipt, and, if sent to you, will be mailed, delivered or
telegraphed and confirmed to you,
at the address set forth above, attention of Carl F. Woodbury, Senior Vice
President; or, if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at One Federal Street, Boston, Massachusetts 02110,
attention of the Senior Vice President and General Counsel.
11. Successors. This Agreement will inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder, except for the right
of a person who has agreed to purchase a Note to refuse to purchase such Note as
provided in Section 6 hereof.
12. Applicable Law. This Agreement will be governed by and construed in
--------------
accordance with the laws of the State of New York.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and you.
Very truly yours,
FLEET FINANCIAL GROUP, INC.
By:
----------------------
Douglas L. Jacobs
Treasurer
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
FLEET BANK OF MASSACHUSETTS, N.A.
By:
----------------------
Carl F. Woodbury
Senior Vice President
<PAGE>
SCHEDULE I
Commission:
The Company agrees to pay the Agent a commission equal to the following
percentage of the principal amount of each Note sold on an agency basis by the
Agent:
Term Commission Rate
- ---- ---------------
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 and including 30 years .750%
Over 30 years to be negotiated
Exhibit 4(a)
REGISTERED REGISTERED
IF APPLICABLE, THE "TOTAL AMOUNT OF OID, "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES.
THIS NOTE IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK
OR NONBANK SUBSIDIARY OF FLEET FINANCIAL GROUP, INC. AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.
CUSIP PRINCIPAL AMOUNT: SPECIMEN
NO. J-SPECIMEN
FLEET FINANCIAL GROUP, INC.
MEDIUM-TERM NOTE, SERIES J
SENIOR
Issue Price: % Maturity Date:
Original Issue Date: Index Maturity:
Fixed Rate - % Total Amount of OID:
--
Interest Rate:
Floating Rate -
--
Initial Interest Rate: % Yield to Maturity: %
Base Rate: Initial Accrual Period OID:
CD Rate Specified Currency (if other than U.S.
--
dollars):
CMT Rate
--
Designated CMT Telerate Page:
--
Designated CMT Maturity Index:
--
Commercial Paper Rate Option to Receive Payments in Specified
--
Currency (non-U.S. dollar denominated
Note):
Federal Funds Rate
--
<PAGE>
LIBOR
--
Yes No
--- ---
LIBOR Reuters
--
LIBOR Telerate
--
Index Currency:
Prime Rate Place of Payment:
--
Treasury Rate
--
11th District Cost of Funds Rate
--
Other:
--
Spread (+/-):
Spread Multiplier: % Redemption Provisions:
Maximum Interest Rate: %
Minimum Interest Rate: %
Initial Interest Reset Date:
Interest Reset Dates:
Interest Payment Dates: Other Terms:
Interest Determination Dates:
Authorized Denomination
(only if non-U.S. dollar denominated Note):
Calculation Agent:
Interest Payment Period:
Fleet Financial Group. Inc., a Rhode Island corporation (herein called
the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to
pay to , or registered assigns, the
Principal Amount specified above on the Maturity Date specified above and
to pay to the registered holder hereof interest on said Principal Amount at
a rate per annum specified above and upon the terms provided under either
the heading "Fixed Rate Note" or "Floating Rate Note".
This Note is one of a duly authorized issue of notes of the Company
(herein referred to as the "Notes"), all issued or to be issued in one or
more series under an Indenture, dated as of October 1, 1992 (herein
referred to as the "Indenture"), between the Company and The First National
Bank of Chicago, as trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and
all indentures
<PAGE>
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Notes of this series are limited (except as otherwise provided in the
Indenture) to the aggregate principal amount established from time to time
by the Board of Directors of the Company. The Notes of this series may be
issued at various times with different maturity dates and different
principal repayment provisions, may bear interest at different rates and
may otherwise vary, all as provided in the Indenture. The Notes of this
series may be subject to redemption or entitled to repayment at the option
of the Holder thereof, in both cases upon notice and in accordance with the
provisions of the Indenture and as indicated on page one hereof. The
Company may defease the Notes of this series in accordance with the
provisions of the Indenture.
Provisions Applicable to Fixed Rate Notes Only:
If the "Fixed Rate" line on page one of this Note is checked, the
Company will pay interest semiannually on May 1 and November 1 of each year
(each an "Interest Payment Date") and on the Maturity Date or upon earlier
redemption or repayment to the person to whom principal is payable.
Interest shall accrue from the Original Issue Date, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for
on this Note (or any Predecessor Note) to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of redemption or
repayment, as the case may be. Interest on Fixed Rate Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
If any Interest Payment Date or the Maturity Date (or the date of
redemption or repayment) of a Fixed Rate Note falls on a day that is not a
Business Day (defined below), the payment will be made on the next Business
Day as if it were made on the date such payment was due, and no interest
will accrue on the amount so payable for the period from and after such
Interest Payment Date or the Maturity Date (or the date of redemption or
repayment), as the case may be.
Provisions Applicable to Floating Rate Notes Only:
If the "Floating Rate" line on page one of this Note is checked, the
Company will pay interest on the Interest Payment Dates shown on page one
at the Initial Interest Rate shown on page one until the first Interest
Reset Date shown on page one following the Original Issue Date shown above
and thereafter at a rate determined in accordance with the provisions
hereinafter set forth under the headings "Determination of CD Rate",
"Determination of CMT Rate", "Determination of Commercial Paper Rate",
"Determination of Federal Funds Rate", "Determination of LIBOR",
"Determination of Prime Rate", "Determination of Treasury Rate" or
"Determination of 11th District Cost of Funds Rate", depending on whether
the Base Rate is the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate, the 11th
District Cost of Funds Rate or other Base Rate, as indicated on page one.
An interest payment shall be the amount of interest accrued from and
including the Original Issue Date, or from and including the last Interest
Payment Date to which interest has been paid, to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of redemption or
repayment, as the case may be (an "Interest Period"). If the "Maximum
Interest Rate" on page one is checked, the Floating Rate Note is subject to
a maximum limitation on the rate of interest which may accrue during any
Interest Period. If the "Minimum Interest Rate" line is checked, the
Floating Rate Note is subject to a minimum limitation on the rate of
interest which may accrue during any Interest Period.
If any Interest Payment Date for any Floating Rate Note would fall on
a day that is not a Business Day with respect to such Note, such Interest
Payment Date will be the following day that is a Business Day with respect
to such Note, except that, in the case of a LIBOR Note, if such Business
Day is in the next succeeding calendar month, such Interest Payment Date
will be the immediately preceding day that is a Business Day with respect
to such LIBOR Note. If the Maturity Date (or date of redemption or
repayment) of any Floating Rate Note would fall on a day that is not a
Business Day, the payment of interest and principal (and premium, if any)
may be made on
<PAGE>
the next succeeding Business Day, and no interest on such payment will
accrue for the period from and after the Maturity Date (or the date of
redemption or repayment).
Commencing with the first Interest Reset Date specified on page one
hereof following the Original Issue Date, the rate at which interest on
this Note is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as shown on page one hereof under "Interest Reset
Dates". The interest rate for each Interest Reset Date shall be the Base
Rate (as shown on page one hereof and described below) applicable to such
Interest Reset Date, plus or minus the Spread (defined below), if any,
and/or multiplied by the Spread Multiplier (defined below), if any (each as
indicated on page one hereof); provided, however, that the interest rate in
effect for the period from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate.
The "Spread" is the number of basis points (one basis point equals
one-hundredth of a percentage point) specified on page one hereof as being
applicable to the interest rate for such Floating Rate Note, and the
"Spread Multiplier" is the percentage specified on page one hereof as being
applicable to the interest rate for such Floating Rate Note. Both a Spread
and/or a Spread Multiplier may be applicable to the Interest Rate for a
particular Floating Rate Note, as set forth on page one hereof.
Each such adjusted rate shall be applicable on and after the Interest
Reset Date to which it relates but not including the next succeeding
Interest Reset Date. If any Interest Reset Date is a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next day
that is a business day, except that if the rate of interest on this Note
shall be determined by reference to LIBOR and such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day. Subject to applicable provisions of
law (including usury laws) and except as specified on this Note, on each
Interest Reset Date, the rate of interest on this Note shall be the rate
determined in accordance with the provisions of the applicable heading
below.
With respect to a Floating Rate Note, accrued interest shall be
calculated by multiplying the principal amount of such Floating Rate Note
by an accrued interest factor. Such accrued interest factor will be
computed by adding the interest factors calculated for each day in the
Interest Period or from the last date from which accrued interest is being
calculated. The interest factor for each such day is computed by dividing
the interest rate applicable to such day by 360, in the cases of CD Rate
Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes,
Prime Rate Notes and 11th District Cost of Funds Notes or by the number of
days in the year, in the cases of CMT Rate Notes and Treasury Rate Notes.
The interest rate applicable to any day that is an Interest Reset Date will
be the interest rate effective on such Interest Reset Date. The interest
rate applicable to any other day will be the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial
Interest Rate, as shown on page one).
The "Calculation Date", where applicable, pertaining to an Interest
Determination Date will be the earlier of (i) the tenth calendar day after
such Interest Determination Date or, if any such day is not a Business Day,
the next succeeding Business Day and (ii) the Business Day preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be.
The First National Bank of Chicago shall be the Calculation Agent
unless another Calculation Agent is specified on page one hereof. At the
request of the Holder, the Calculation Agent will provide the interest rate
then in effect and, if determined, the interest rate which will become
effective on the next Interest Reset Date.
Unless otherwise specified on page one hereof, all percentages
resulting from any calculation of the rate of interest on a Floating Rate
Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percent (.0000001), with five one-millionths of a percentage point
rounded upward, and all dollar amounts used in or resulting from such
calculation on Floating Rate Notes will be rounded to the nearest cent
(with one-half cent being rounded upward).
Determination of CD Rate. If the Base Rate, as indicated on page one
------------------------
hereof, is, or is calculated by reference to, the CD Rate, unless otherwise
specified on page one hereof, the "CD Rate", with respect to any Interest
Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such
<PAGE>
Interest Reset Date (a "CD Interest Determination Date") and shall be the
rate on such date for negotiable certificates of deposit having the Index
Maturity designated on page one hereof (the "Index Maturity") as published
by the Board of Governors of the Federal Reserve System in "Statistical
Release H.15(519), Selected Interest Rates" or any successor publication
("H.15(519)") under the heading "CDs (Secondary Market)" or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such CD Interest Determination Date, then the CD Rate shall
be the rate on such CD Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published by
the Federal Reserve Bank of New York in its daily statistical release,
"Composite 3:30 P.M. Quotations for U.S. Government Securities" or any
successor publication ("Composite Quotations") under the heading
"Certificates of Deposit". If such rate is not so published by 3:00 P.M.,
New York City time, on such Calculation Date, then the CD Rate on such CD
Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered rates as of
10:00 A.M., New York City time, on such CD Interest Determination Date, of
three leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States money center
banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the specified
Index Maturity in a denomination of U.S. $5,000,000; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the CD Rate will be the CD Rate in
effect on such CD Interest Determination Date.
CD Rate Notes, like other Notes, are not deposit obligations of a bank
and are not insured by the Federal Deposit Insurance Corporation.
Determination of CMT Rate. If the Base Rate, as indicated on page one
-------------------------
hereof, is, or is calculated by reference to, the CMT Rate, unless
otherwise specified on page one hereof, the "CMT Rate" will be determined
by the Calculation Agent, with respect to any Interest Determination Date
(a "CMT Interest Determination Date"), and shall be the rate displayed on
the Designated CMT Telerate Page 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 for (i)
if the Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052,
the week, or the month, as applicable, ended immediately preceding the week
in which the related CMT Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page, or is not displayed by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published
in the relevant H.15(519). If such rate is no longer published, or if not
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such CMT Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index
(or other United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Interest Determination Date with respect to such
Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and published
in the relevant H.15(519). If such information is not provided by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate for the CMT Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M. (New York City time) on the CMT Interest Determination Date
reported, according to their written records, by three leading primary
United States government securities dealers (each, a "Reference Dealer") in
The City of New York selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and
the
<PAGE>
lowest quotation (or, in the event of equality, one of the lowest)), for
the most recently issued direct noncallable fixed rate obligations of the
United States ("Treasury Notes") with an original maturity of approximately
the Designated CMT Maturity Index and a remaining term to maturity of not
less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such Treasury Note quotations, the
CMT Rate for such CMT Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30
P.M. (New York City time) on the CMT Interest Determination Date of three
Reference Dealers in the city of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest)), for Treasury Notes with
an original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to
the Designated CMT Maturity Index and in an amount of at least $100
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 Interest Determination Date. If two Treasury Notes with an
original maturity as described in the third preceding sentence have
remaining terms to maturity equally close to the Designated CMT Maturity
Index, the quotes for the 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 page one 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 page one 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 page one hereof with respect to which the CMT Rate will be
calculated, If no such maturity is specified, the Designated CMT Maturity
Index shall be two years.
Determination of Commercial Paper Rate. If the Base Rate, as
--------------------------------------
indicated on page one hereof, is, or is calculated by reference to, the
Commercial Paper Rate, unless otherwise specified on page one hereof, the
"Commercial Paper Rate" for each Interest Reset Date will be determined by
the Calculation Agent as of the second Business Day prior to such Interest
Reset Date (a "Commercial Paper Interest Determination Date") and shall be
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity as indicated on page one hereof,
as such rate shall be published in H.15(519) under the heading "Commercial
Paper". In the event that such rate is not published prior to 9:00 A.M.
New York City time on the Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Commercial Paper Interest
Determination Date of the rate for commercial paper of the specified Index
Maturity as published in Composite Quotations under the heading "Commercial
Paper". If by 3:00 P.M. New York City time on such Calculation Date such
rate is not yet published in either H.15(519) or Composite Quotations, then
the Commercial Paper Rate shall be the Money Market Yield of the arithmetic
mean of the offered rates as of 11:00 A.M., New York City time, on that
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent
for commercial paper having the specified Index Maturity placed for an
industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with
the following formula:
Money Market Yield = D x 360 x 100
--------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper
<PAGE>
quoted on a bank discount basis and expressed as a decimal; and "M" refers
to the actual number of days in the interest period for which interest is
being calculated.
Determination of Federal Funds Rate. If the Base Rate, as indicated
-----------------------------------
on page one hereof, is, or is calculated by reference to, the Federal Funds
Rate, unless otherwise specified on page one hereof, the "Federal Funds
Rate" with respect to each Interest Reset Date will be determined by the
Calculation Agent as of the second Business Day prior to such Interest
Reset Date (a "Federal Funds Interest Determination Date"), and shall be
the rate on that date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if not so published by 9:00 A.M.,
New York City time, on the Calculation Date pertaining to such Federal Funds
Interest Determination Date, the Federal Funds Rate will be the rate on such
Federal Funds Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate". If such rate is not so
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Federal Funds Interest Determination Date, the Federal Funds Rate for
such Federal Funds Reset Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions in
The City of New York selected by the Calculation Agent as of 9:00 A.M., New
York City time, on such Federal Funds Interest Determination Date;
provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate will be the Federal Funds Rate in effect on such Federal
Funds Interest Determination Date.
Determination of LIBOR. If the Base Rate, as indicated on page one
----------------------
hereof, is, or is calculated by reference to, LIBOR, unless otherwise
specified on page one hereof, "LIBOR" for each Interest Reset Date will be
determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date relating to a LIBOR
Note or any Floating Rate Note for which the interest rate is determined
with reference to LIBOR (a "LIBOR" Interest Determination Date"), LIBOR
will be either: (a) if "LIBOR Reuters" is specified on page one hereof,
the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page by its terms provides only for a single rate, in
which case such single rate shall be used) for deposits in the Index
Currency having the Index Maturity designated on page one hereof,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date, that appear on the Designated LIBOR
Page specified on page one hereof, 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, or (b) if "LIBOR Telerate" is specified on page
one hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified as the method for calculating LIBOR, the rate for deposits in
the Index Currency having the Index Maturity designated on page one
hereof, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date that appears on the
Designated LIBOR Page specified on page one hereof as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If fewer than
two such offered rates appear, or if no such rate appears, as
applicable, LIBOR in respect of the related LIBOR Interest Determination
Date will be determined in accordance with 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 designated on page one hereof, 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 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 designated on page one 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 will be LIBOR in effect on such LIBOR Interest
Determination Date.
<PAGE>
"Index Currency" means the currency (including composite currencies)
specified on page one hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on page one hereof, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified
on page one hereof, the display on the Reuters Monitor Money Rates Service
for the purpose of displaying the London interbank rates of major banks for
the applicable Index Currency, or (b) if "LIBOR Telerate" is specified on
page one hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified as the method for calculating LIBOR, the display on the Dow Jones
Telerate Service for the purpose of displaying the London interbank rates
of major banks for the applicable Index Currency.
"Principal Financial Center" will generally be the capital city of the
country of 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 Luxembourg, respectively.
Determination of Prime Rate. If the Base Rate, as indicated on page one
---------------------------
hereof, is, or is calculated by reference to, the Prime Rate, unless
otherwise specified on page one hereof, the "Prime Rate" with respect to
each Interest Reset Date will be determined by the Calculation Agent as of
the second Business Day prior to such Interest Reset Date (a "Prime
Interest Determination Date") and shall be the rate set forth on such date
in H.15(519) under the heading "Bank Prime Loan", or if not so published
prior to 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Prime Interest Determination Date, then the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the
Reuters Screen USPRIME1 Page (as defined below) as such bank's prime rate
or base lending rates as in effect for that Prime Interest Determination
Date. If fewer than four such rates but more than one such rate appear on
the Reuters Screen USPRIME1 Page for the Prime Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and will be the
arithmetic mean of the prime rate quoted on the basis of the actual number
of days in the year divided by a 360-day year as of the close of business
on such Prime Interest Determination Date by four major money center banks
in The City of New York selected by the Calculation Agent from a list
approved by the Company. If fewer than two such rates appear on the
Reuters Screen USPRIME1 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 the appropriate number of 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. $500,000,000
and being subject to supervision or examination by Federal or State
authority, selected by the Calculation Agent from a list approved by the
Company to provide such rate or rates; provided, however, that if the banks
selected as aforesaid are not quoting as mentioned in this sentence, the
Prime Rate will be the Prime Rate in effect on such Prime Interest
Determination Date. "Reuters Screen USPRIME1 Page" means the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates Service
(or such other page as may replace the USPRIME1 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 the Base Rate, as indicated on page
------------------------------
one hereof, is, or is calculated by reference to the Treasury Rate, unless
otherwise specified on page one hereof, the "Treasury Rate" for each
Interest Reset Date will be the rate for the auction held on the Treasury
Rate Determination Date (as hereinafter defined) of direct obligations of
the United States ("Treasury bills") having the Index Maturity, as
indicated on page one hereof, as published in H.15(519) under the heading,
"U.S. Government Securities - Treasury Bills - Auction Average
(Investment)", or, if not so published by 9:00 A.M., New York City time, on
the Calculation Date pertaining to such Treasury Rate Determination Date,
the auction average rate (expressed as a bond equivalent yield, rounded to
the nearest one one-hundredth of a percent, with five one-thousandths of a
percent rounded upward, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as announced by the United States
Department of the Treasury. In the event that the results of the auction
of Treasury bills having the applicable Index Maturity designated on page
one hereof are not published or reported as provided above by 3:00 P.M.,
New York City time, on such Calculation Date or if no such auction is held
on such Treasury Rate Determination Date, then the Treasury Rate shall be
calculated by the Calculation Agent and shall be a yield to
<PAGE>
maturity (expressed as a bond equivalent yield, rounded to the nearest one
one-hundredth of a percent, with five one-thousandths of a percent rounded
upward, 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 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 specified
Index Maturity; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate for such Interest Reset Date will be the
Treasury Rate in effect on such Treasury Rate Determination Date.
The "Treasury Rate Determination Date" for any Interest Reset Date will
be the day of the week in which such Interest Reset Date falls on which
Treasury bills would normally be auctioned, but in no event shall the
Treasury Rate Determination Date be after the related Interest Reset Date.
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 such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding
week. If no auction is held in any week (or on the preceding Friday), the
Treasury Rate Determination Date shall be the Monday of the week in which
the Interest Reset Date falls.
Determination of 11th District Cost of Funds Rate. If the Base Rate, as
-------------------------------------------------
indicated on page one hereof, is, or is calculated with reference to, the
11th District Cost of Funds Rate, unless otherwise specified on page one
hereof, the "11th District Cost of Funds Rate", with respect to any related
Interest Determination Date, will be determined by the Calculation Agent
and shall be the rate equal to the monthly weighted average cost of funds
for the calendar month immediately preceding the month in which such
Interest Determination Date falls, as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Interest Determination Date. If such rate does not appear on Telerate
Page 7058 on any related Interest Determination Date, the 11th District
Cost of Funds Rate for such Interest Determination Date shall be the
monthly weighted average cost of funds paid by member institutions of the
11th Federal Home Loan Bank District that was most recently announced (the
"11th District Cost of Funds Index") by the Federal Home Loan Bank of San
Francisco (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 Interest Determination Date, then the 11th
District Cost of Funds Rate determined as of such Interest Determination
Date will be the 11th District Cost of Funds Rate in effect on such
Interest Determination Date.
Provisions Applicable to Both Fixed Rate Notes and Floating Rate Notes:
The interest so payable on any Interest Payment Date will, subject to
certain exceptions in the Indenture hereinafter referred to, be paid to the
person in whose name this Note is registered at the close of business on
the Regular Record Date immediately preceding such Interest Payment Date
or, if the Interest Payment Date is a Maturity Date or date of redemption
or repayment, to the person in whose name this Note is registered at the
close of business on the Maturity Date or date of redemption or repayment;
provided, however, that if the Original Issue Date is between a Regular
Record Date and an Interest Payment Date or on an Interest Payment Date,
interest for the period from and including the Original Issue Date to, but
excluding, the Interest Payment Date relating to such Regular Record Date
shall be paid on the next succeeding Interest Payment Date to the person in
whose name this Note is registered on the close of business on the Regular
Record Date preceding such Interest Payment Date. The "Regular Record
Date" with respect to any Interest Payment Date for Floating Rate Notes
shall be the date 15 calendar days immediately preceding such Interest
Payment Date, and for Fixed Rate Notes shall be the April 15 and October 15
next preceding such Interest Payment Date, whether or not such date shall
be a Business Day.
This Note may be presented for payment of principal and interest in the
Specified Currency at the office or agency of the Company maintained for
such purpose in the Place of Payment as indicated above, provided, however,
that payments of interest may be made at the option of the Company by check
mailed to the address of such person entitled thereto as such address shall
appear on the Security Register of this series, except for interest
<PAGE>
payable at the Maturity Date or upon earlier redemption or repayment which
will be made in immediately available funds upon surrender of this Note.
Payments of principal (and premium, if any) and interest, if payable in a
currency other than U.S. dollars, will be made from an account at a bank
outside the United States.
Principal (and premium, if any) and interest will be paid by the Company
in U.S. dollars based on an Exchange Rate (as defined in the Indenture),
even if this Note is denominated in a Specified Currency other than U.S.
dollars; provided, however, that if permitted as indicated on page one
hereof, at the written request of the Holder, made not later than the
Regular Record Date or Special Record Date, as the case may be, immediately
preceding the applicable Interest Payment Date or the fifteenth day
immediately preceding the Maturity Date or date of redemption or repayment,
as the case may be, and pursuant to the terms of the Indenture, payments of
principal (and premium, if any) and interest in respect of a Note
denominated in a Specified Currency other than U.S. dollars shall be paid
in the Specified Currency and otherwise pursuant to the terms of the
Indenture, and any costs associated with such conversion will be borne by
the Holder. If this Note is denominated in a Specified Currency other then
U.S. dollars on page one hereof, the amount of U.S. dollar payment will be
determined by a New York clearing house bank designated by the Company (the
"Exchange Rate Agent") based on the quotation for such Specified Currency
appearing at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable date of payment, on the bank
composite or multi-contributor pages of the Reuters Monitor Foreign
Exchange Service (or, if such service is not then available to the Exchange
Rate Agent, the Telerate Monitor Foreign Exchange Service or, if neither is
available, on a comparable display or in a comparable manner as the Company
and the Exchange Rate Agent shall agree), bid by one of at least three
banks (one of which may be the Exchange Rate Agent) agreed to by the
Company and the Exchange Rate Agent, which will yield the largest number of
U.S. dollars upon conversion from such Specified Currency. If fewer than
three bids are available, then such conversion will be based on the Market
Exchange Rate (as defined below) as of the second Business Day preceding
the applicable payment date or, if the Market Exchange Rate for such date
is not available, as of the most recent date on which the Market Exchange
Rate is available. If the principal of, or interest on this Note is
payable in a Specified Currency other than U.S. dollars (whether by reason
of the unavailability of such quotations or through an election by a
Holder) and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to Holders of this Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the
second Business Day prior to such payment date, if available, and if not so
available, the exchange rate determined in the following order: first, by
the most recently available Market Exchange Rate; second by the quotations
of three (or if three are not available, then two) recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) selected by
the Exchange Rate Agent and the Company in The City of New York or in the
foreign country of issue of such currency, and third, by such other
quotations as the Company deems appropriate. If the Specified Currency is
a composite currency, payments will be an amount determined by the Exchange
Rate Agent by adding the results obtained by multiplying the number of
units of each component currency of such composite currency, as of the most
recent day on which such composite currency was used, by the most recently
available Market Exchange Rate for such component currency. Any Payment
made under the circumstances described above, where the required payment is
in a Specified Currency other than U.S. dollars or any payment made in the
Specified Currency, will not constitute an Event of Default under the
Indenture. "Market Exchange Rate" means the noon buying rate for cable
transfers in New York City as determined by the Federal Reserve Bank of New
York for such Specified Currency.
"Business Day" means (i) with respect to Notes which are not denominated
in European Currency Units ("ECUs"), any day other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or obligated by law, regulation or executive
order to close in either The City of New York or (A) with respect to Notes
denominated in a Specified Currency other than U.S. Dollars, in the city as
specified by Fleet pursuant to the applicable Indenture and (B) with
respect to LIBOR Notes, is also a "London Business Day" or (ii) with
respect to Notes which are denominated in ECUs, any day other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or obligated by law, regulation or
executive order to close in either the City of New York or any day 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. "London Business Day" means any
day (i) if the
<PAGE>
Index Currency as specified on page one 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.
In case an Event of Default (as defined in the Indenture) with respect
to Notes of this series shall occur and be continuing, the principal amount
(or, if the Note is an Original Issue Discount Note, such lesser portion of
the principal amount as may be applicable) of the Notes of this series may
be declared due and payable, in the manner and with the effect provided in
the Indenture. If this Note is an Original Issue Discount Note (as defined
below), in the event of an acceleration of the Maturity hereof, the amount
payable to the Holder of this Note upon such acceleration will be
determined by this Note but will be an amount less than the amount payable
at the Maturity of the principal of this Note. An "Original Issue Discount
Note" is a Note, including any zero-coupon note, which has a stated
redemption price at maturity that exceeds its Issue Price by at least 0.25%
of its principal amount, multiplied by the number of full years from the
Original Issue Date to the Maturity Date for such Note, and any other Note
designated by the Company as issued with original issue discount for United
States Federal income tax purposes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Company with the consent
of the Holders of 66 2/3% in aggregate principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Outstanding Securities of each series, on behalf of
the Holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by
the Holder of this 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 any notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (premium, if any) and
interest on this Note, at the times, places and rate and in the coin or
currency, herein prescribed.
The Notes of this series are issued in fully registered form without
coupons. Notes of this series denominated in U.S. dollars (as indicated on
page one hereof) will be issued in denominations of $1,000 or any amount in
excess thereof which is an integral multiple thereof. Notes of this series
denominated in a Specified Currency other than U.S. dollars (as indicated
on page one hereof) will be issued in the Authorized Denomination as
indicated on page one hereof.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register of this series upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of
Manhattan, The City of New York, State of New York, duly endorsed by or
accompanied by, a written instrument of transfer in form satisfactory to
the Company and the Security Registrar, duly executed by the Holder hereof
or his attorney duly authorized in writing, and thereupon a new Note or
Notes of this series of authorized denomination and for the same aggregate
principal amount will be issued to the designated transferee or
transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, and any Agent of the Company or the Trustee may treat
the person in whose name this Note is registered as the owner of this Note
for all purposes, whether or not this Note be overdue, and neither the
Company nor the Trustee nor any such Agent shall be affected by any notice
to the contrary.
<PAGE>
If so specified on page one hereof, this Note will be redeemable at the
Company's option on a date or dates specified prior to maturity at a price
or prices, each set forth on page one hereof, together with accrued
interest to the date of redemption. This Note will not be subject to any
sinking fund. If so redeemable, the Company may redeem this Note either in
whole or from time to time in part, upon not less than 30, nor more than
60, days' notice. If less than all of the Notes with like tenor and terms
are to be redeemed, the Notes to be redeemed shall be selected by the
applicable Note Registrar by such method as such Note Registrar shall deem
fair and appropriate.
The Company may specify that this Note will be repayable at the option
of the Holder on a date or dates specified prior to maturity at a price or
prices set forth on page one hereof, together with accrued interest to the
date of repayment. In order for this Note to be repaid, the Paying Agent
must receive at least 30, but not more than 45, days, prior to the
repayment date (i) this Note with the form entitled "Option to Elect
Repayment" at the end of this Note duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national
securities exchange of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company in the United States of America
setting forth the name of the Holder of this Note, a statement that the
option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid with the form entitled "Option to Elect Repayment"
at the end of this Note duly completed will be received by the Paying Agent
not less than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Exercise of the
repayment option by the Holder of this Note shall be irrevocable. The
repayment option may be exercised by the Holder of this Note for less then
the entire principal amount of this Note provided that the principal amount
of this Note remaining outstanding after repayment is an authorized
denomination.
The Company may at any time purchase this Note at any price in the open
market or otherwise. Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered to the
Trustee for cancellation.
By acceptance of this Note, the holder hereof agrees to be bound by the
provisions of the Indenture. Terms used herein which are defined in the
Indenture shall have the respective meanings assigned thereto in the
Indenture.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by or on
behalf of the Trustee under the Indenture.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION FLEET FINANCIAL GROUP, INC.
This is one of the Securities of
the series provided for under the
within-mentioned Indenture.
By
---------------------------
THE FIRST NATIONAL BANK OF CHICAGO, Chief Executive Officer
as Trustee and President
By By
----------------------------------- ----------------------------
Authorized Officer Secretary
<PAGE>
[TO BE DELETED IF NOTE ISSUED AS GLOBAL BOOK-ENTRY NOTE]
---------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on page one
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenant
in common
UNIF GIFT MIN ACT - Custodian
--------------------- ---------------------
(Minor) (Cust)
under Uniform Gifts
to Minors Act
------------------------
(State)
Additional abbreviations may also be used though not in the above list.
---------------
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------------------------------------------
(Name and address of assignee, including zip code,
must be printed or typewritten)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting
and appointing Attorney to
-------------------------- ----------------
transfer said Note on the books of the within Company,
with full power of substitution in the premises.
Dated:
-------------
--------------------------------------------
NOTICE:
The signature to this assignment must
correspond with the name as it appears
upon page one of the within Note in
every particular, without alteration
or enlargement or any change whatever
and must be guaranteed by a commercial
bank or trust company having its
principal office or a correspondent in
The City of New York or by a member of
the New York Stock Exchange.
<PAGE>
[TO BE DELETED UNLESS HOLDER HAS OPTION TO ELECT REPAYMENT]
-----------------------------------
REGISTRAR, PAYING AGENTS AND TRANSFER AGENT
REGISTRAR AND PAYING AGENT
(subject to change)
The First National Bank of Chicago
1 North State Street
9th Floor
Chicago, IL 60602
---------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion hereof specified below) pursuant to
its terms at a price equal to the applicable Repayment Price thereof
together with interest to the Repayment Date, to the undersigned
-------------------------------------------------------------------------
-------------------------------------------------------------------------
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(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
: and specify the denomination or denominations (which
- ---------------------
shall be in authorized denominations) of the Notes to be issued to the
Holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid):
--------------------------------------------------
- ----------------------------------------------
Date Signature
---------------------- ------------------
-----------------------------------------------
ABBREVIATIONS
The following abbreviations, when used in the instruction on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - Custodian for
--------------- -----------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
-----------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
------------------------------------------------------------
Exhibit (4)(b)
REGISTERED REGISTERED
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES.
THIS NOTE IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK
OR NONBANK SUBSIDIARY OF FLEET FINANCIAL GROUP, INC. AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.
CUSI PRINCIPAL AMOUNT: SPECIMEN
NO. K-SPECIMEN
FLEET FINANCIAL GROUP, INC.
MEDIUM-TERM NOTE, SERIES K
SUBORDINATED
Issue Price: % Maturity Date:
Original Issue Date: Index Maturity:
Fixed Rate - Interest Rate: % Total Amount of OID:
--
Floating Rate -
--
Initial Interest Rate: % Yield to Maturity: %
Base Rate: Initial Accrual Period OID:
CD Rate Specified Currency (if other
-- than U.S. dollars):
CMT Rate
--
Designated CMT Telerate Page:
--
Designated CMT Maturity Index:
--
Commercial Paper Rate Option to Receive Payments in
--
Specified Currency (non-U.S.
dollar denominated Note):
Federal Funds Rate
--
<PAGE>
LIBOR
--
Yes No
--- ---
LIBOR Reuters
--
LIBOR Telerate
--
Index Currency:
Prime Rate Place of Payment:
--
Treasury Rate
--
11th District Cost of Funds Rate
--
Other:
--
Spread (+/-):
Spread Multiplier: % Redemption Provisions:
Maximum Interest Rate: %
Minimum Interest Rate: %
Initial Interest Reset Date:
Interest Reset Dates:
Interest Payment Dates: Other Terms:
Interest Determination Dates:
Authorized Denomination
(only if non-U.S. dollar denominated Note):
Calculation Agent:
Interest Payment Period:
Fleet Financial Group. Inc., a Rhode Island corporation (herein called
the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to
pay to
, or registered
assigns, the Principal Amount specified above on the Maturity Date
specified above and to pay to the registered holder hereof interest on said
Principal Amount at a rate per annum specified above and upon the terms
provided under either the heading "Fixed Rate Note" or "Floating Rate
Note".
This Note is one of a duly authorized issue of notes of the Company
(herein referred to as the "Notes"), all issued or to be issued in one or
more series under an Indenture, dated as of October 1, 1992, as
supplemented by a First Supplemental Indenture dated as of November 30,
1992 (as supplemented, herein referred to as the "Indenture"),
<PAGE>
between the Company and The First National Bank of Chicago, as trustee
(herein called the"Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. The Notes of this series
are limited (except as otherwise provided in the Indenture) to the
aggregate principal amount established from time to time by the Board of
Directors of the Company. The Notes of this series may be issued at
various times with different maturity dates and different principal
repayment provisions, may bear interest at different rates and may
otherwise vary, all as provided in the Indenture. The Notes of this series
may be subject to redemption or entitled to repayment at the option of the
Holder thereof, in both cases upon notice and in accordance with the
provisions of the Indenture and as indicated on page one hereof. The
Company may defease the Notes of this series in accordance with the
provisions of the Indenture.
Upon any distribution of assets of the Company upon dissolution,
winding up, liquidation or reorganization, the payment of the principal of,
premium, if any, and interest on, this Note is to be subordinated in right
of payment to the extent provided in the Indenture to the prior payment in
full of all Senior Indebtedness and Other Financial Obligations of the
Company (each as defined in the Indenture). Each Holder of this Note, by
the acceptance thereof, agrees to and shall be bound by such provisions of
the Indenture.
Provisions Applicable to Fixed Rate Notes Only:
If the "Fixed Rate" line on page one of this Note is checked, the
Company will pay interest semiannually on May 1 and November 1 of each year
(each an "Interest Payment Date") and on the Maturity Date or upon earlier
redemption or repayment to the person to whom principal is payable.
Interest shall accrue from the Original Issue Date, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for
on this Note (or any Predecessor Note) to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of redemption or
repayment, as the case may be. Interest on Fixed Rate Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
If any Interest Payment Date or the Maturity Date (or the date of
redemption or repayment) of a Fixed Rate Note falls on a day that is not a
Business Day (defined below), the payment will be made on the next Business
Day as if it were made on the date such payment was due, and no interest
will accrue on the amount so payable for the period from and after such
Interest Payment Date or the Maturity Date (or the date of redemption or
repayment), as the case may be.
Provisions Applicable to Floating Rate Notes Only:
If the "Floating Rate" line on page one of this Note is checked, the
Company will pay interest on the Interest Payment Dates shown on page one
at the Initial Interest Rate shown on page one until the first Interest
Reset Date shown on page one following the Original Issue Date shown above
and thereafter at a rate determined in accordance with the provisions
hereinafter set forth under the headings "Determination of CD Rate",
"Determination of CMT Rate", "Determination of Commercial Paper Rate",
"Determination of Federal Funds Rate", "Determination of LIBOR",
"Determination of Prime Rate", "Determination of Treasury Rate" or
"Determination of 11th District Cost of Funds Rate", depending on whether
the Base Rate is the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate, the 11th
District Cost of Funds Rate or other Base Rate, as indicated on page one.
An interest payment shall be the amount of interest accrued from and
including the Original Issue Date, or from and including the last Interest
Payment Date to which interest has been paid, to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of redemption or
repayment, as the case may be (an "Interest Period"). If the "Maximum
Interest Rate" on page one is checked, the Floating Rate Note is subject to
a maximum limitation on the rate of interest which may accrue during any
Interest Period. If the "Minimum Interest Rate" line is checked, the
Floating Rate Note is subject to a minimum limitation on the rate of
interest which may accrue during any Interest Period.
<PAGE>
If any Interest Payment Date for any Floating Rate Note would fall on
a day that is not a Business Day with respect to such Note, such Interest
Payment Date will be the following day that is a Business Day with respect
to such Note, except that, in the case of a LIBOR Note, if such Business
Day is in the next succeeding calendar month, such Interest Payment Date
will be the immediately preceding day that is a Business Day with respect
to such LIBOR Note. If the Maturity Date (or date of redemption or
repayment) of any Floating Rate Note would fall on a day that is not a
Business Day, the payment of interest and principal (and premium, if any)
may be made on the next succeeding Business Day, and no interest on such
payment will accrue for the period from and after the Maturity Date (or the
date of redemption or repayment).
Commencing with the first Interest Reset Date specified on page one
hereof following the Original Issue Date, the rate at which interest on
this Note is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as shown on page one hereof under "Interest Reset
Dates". The interest rate for each Interest Reset Date shall be the Base
Rate (as shown on page one hereof and described below) applicable to such
Interest Reset Date, plus or minus the Spread (defined below), if any,
and/or multiplied by the Spread Multiplier (defined below), if any (each as
indicated on page one hereof); provided, however, that the interest rate in
effect for the period from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate.
The "Spread" is the number of basis points (one basis point equals
one-hundredth of a percentage point) specified on page one hereof as being
applicable to the interest rate for such Floating Rate Note, and the
"Spread Multiplier" is the percentage specified on page one hereof as being
applicable to the interest rate for such Floating Rate Note. Both a Spread
and/or a Spread Multiplier may be applicable to the Interest Rate for a
particular Floating Rate Note, as set forth on page one hereof.
Each such adjusted rate shall be applicable on and after the Interest
Reset Date to which it relates but not including the next succeeding
Interest Reset Date. If any Interest Reset Date is a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next day
that is a Business Day, except that if the rate of interest on this Note
shall be determined by reference to LIBOR and such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day. Subject to applicable provisions of
law (including usury laws) and except as specified on this Note, on each
Interest Reset Date, the rate of interest on this Note shall be the rate
determined in accordance with the provisions of the applicable heading
below.
With respect to a Floating Rate Note, accrued interest shall be
calculated by multiplying the principal amount of such Floating Rate Note
by an accrued interest factor. Such accrued interest factor will be
computed by adding the interest factors calculated for each day in the
Interest Period or from the last date from which accrued interest is being
calculated. The interest factor for each such day is computed by dividing
the interest rate applicable to such day by 360, in the cases of CD Rate
Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes,
Prime Rate Notes and 11th District Cost of Funds Notes or by the number of
days in the year, in the cases of CMT Rate Notes and Treasury Rate Notes.
The interest rate applicable to any day that is an Interest Reset Date will
be the interest rate effective on such Interest Reset Date. The interest
rate applicable to any other day will be the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial
Interest Rate, as shown on page one).
The "Calculation Date", where applicable, pertaining to an Interest
Determination Date will be the earlier of (i) the tenth calendar day after
such Interest Determination Date or, if any such day is not a Business Day,
the next succeeding Business Day and (ii) the Business Day preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be.
The First National Bank of Chicago shall be the Calculation Agent
unless another Calculation Agent is specified on page one hereof. At the
request of the Holder, the Calculation Agent will provide the interest rate
then in effect and, if determined, the interest rate which will become
effective on the next Interest Reset Date.
Unless otherwise specified on page one hereof, all percentages
resulting from any calculation of the rate of interest on a Floating Rate
Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percent
<PAGE>
(.0000001), with five one-millionths of a percentage point rounded upward,
and all dollar amounts used in or resulting from such calculation on
Floating Rate Notes will be rounded to the nearest cent (with one-half cent
being rounded upward).
Determination of CD Rate. If the Base Rate, as indicated on page one
------------------------
hereof, is, or is calculated by reference to, the CD Rate, unless otherwise
specified on page one hereof, the "CD Rate", with respect to any Interest
Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a "CD Interest
Determination Date") and shall be the rate on such date for negotiable
certificates of deposit having the Index Maturity designated on page one
hereof (the "Index Maturity") as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication ("H.15(519)") under the heading "CDs
(Secondary Market)" or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such CD Interest Determination
Date, then the CD Rate shall be the rate on such CD Interest Determination
Date for negotiable certificates of deposit having the specified Index
Maturity as published by the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 P.M. Quotations for U.S. Government
Securities" or any successor publication ("Composite Quotations") under the
heading "Certificates of Deposit". If such rate is not so published by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate
on such CD Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date, of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United
States money center banks of the highest credit standing (in the market for
negotiable certificates of deposit) with a remaining maturity closest to
the specified Index Maturity in a denomination of U.S. $5,000,000;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD
Rate will be the CD Rate in effect on such CD Interest Determination Date.
CD Rate Notes, like other Notes, are not deposit obligations of a bank
and are not insured by the Federal Deposit Insurance Corporation.
Determination of CMT Rate. If the Base Rate, as indicated on page one
-------------------------
hereof, is, or is calculated by reference to, the CMT Rate, unless
otherwise specified on page one hereof, the "CMT Rate" will be determined
by the Calculation Agent, with respect to any Interest Determination Date
(a "CMT Interest Determination Date"), and shall be the rate displayed on
the Designated CMT Telerate Page 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 for (i)
if the Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052,
the week, or the month, as applicable, ended immediately preceding the week
in which the related CMT Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page, or is not displayed by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published
in the relevant H.15(519). If such rate is no longer published, or if not
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such CMT Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index
(or other United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Interest Determination Date with respect to such
Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and published
in the relevant H.15(519). If such information is not provided by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate for the CMT Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M. (New York City time) on the CMT Interest Determination Date
reported, according to their written records, by three leading primary
United States government securities dealers (each, a "Reference Dealer") in
The City of New York selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest)),
for the most recently issued direct noncallable fixed rate obligations of
<PAGE>
the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury Note quotations,
the CMT Rate for such CMT Interest Determination Date will be calculated by
the Calculation Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30 P.M.
(New York City time) on the CMT Interest Determination Date of three Reference
Dealers in the city of New York (from five such Reference Dealers selected
by the Calculation Agent and eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for Treasury Notes with an original
maturity of the number of years that is the next highest to the Designated
CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100 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
Interest Determination Date. If two Treasury Notes with an original
maturity as described in the third preceding sentence have remaining terms
to maturity equally close to the Designated CMT Maturity Index, the quotes
for the 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 page one 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 page one 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 page one hereof with respect to which the CMT Rate will be
calculated, If no such maturity is specified, the Designated CMT Maturity
Index shall be two years.
Determination of Commercial Paper Rate. If the Base Rate, as
--------------------------------------
indicated on page one hereof, is, or is calculated by reference to, the
Commercial Paper Rate, unless otherwise specified on page one hereof, the
"Commercial Paper Rate" for each Interest Reset Date will be determined by
the Calculation Agent as of the second Business Day prior to such Interest
Reset Date (a "Commercial Paper Interest Determination Date") and shall be
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity as indicated on page one hereof,
as such rate shall be published in H.15(519) under the heading "Commercial
Paper". In the event that such rate is not published prior to 9:00 A.M.
New York City time on the Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Commercial Paper Interest
Determination Date of the rate for commercial paper of the specified Index
Maturity as published in Composite Quotations under the heading "Commercial
Paper". If by 3:00 P.M. New York City time on such Calculation Date such
rate is not yet published in either H.15(519) or Composite Quotations, then
the Commercial Paper Rate shall be the Money Market Yield of the arithmetic
mean of the offered rates as of 11:00 A.M., New York City time, on that
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent
for commercial paper having the specified Index Maturity placed for an
industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such Commercial Paper Interest
Determination Date.
<PAGE>
"Money Market Yield" shall be a yield calculated in accordance with
the following formula:
Money Market Yield = D x 360 x 100
--------------
360 - (D x M)
where "D" refers to the 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 Federal Funds Rate. If the Base Rate, as indicated
-----------------------------------
on page one hereof, is, or is calculated by reference to, the Federal Funds
Rate, unless otherwise specified on page one hereof, the "Federal Funds
Rate" with respect to each Interest Reset Date will be determined by the
Calculation Agent as of the second Business Day prior to such Interest
Reset Date (a "Federal Funds Interest Determination Date"), and shall be
the rate on that date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if not so published by 9:00 A.M.,
New York City time, on the Calculation Date pertaining to such Federal
Funds Interest Determination Date, the Federal Funds Rate will be the rate
on such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If such rate
is not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Federal Funds Interest Determination Date, the
Federal Funds Rate for such Federal Funds Reset Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in The City of New York selected by
the Calculation Agent as of 9:00 A.M., New York City time, on such Federal
Funds Interest Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Federal Funds Rate will be the Federal Funds Rate in
effect on such Federal Funds Interest Determination Date.
Determination of LIBOR. If the Base Rate, as indicated on page one
----------------------
hereof, is, or is calculated by reference to, LIBOR, unless otherwise
specified on page one hereof, "LIBOR" for each Interest Reset Date will be
determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date relating to a LIBOR
Note or any Floating Rate Note for which the interest rate is determined
with reference to LIBOR (a "LIBOR" Interest Determination Date"), LIBOR
will be either: (a) if "LIBOR Reuters" is specified on page one hereof,
the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page by its terms provides only for a single rate, in
which case such single rate shall be used) for deposits in the Index
Currency having the Index Maturity designated on page one hereof,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date, that appear on the Designated LIBOR
Page specified on page one hereof, 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, or (b) if "LIBOR Telerate" is specified on page
one hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified as the method for calculating LIBOR, the rate for deposits in
the Index Currency having the Index Maturity designated on page one
hereof, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date that appears on the
Designated LIBOR Page specified on page one hereof as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If fewer than
two such offered rates appear, or if no such rate appears, as
applicable, LIBOR in respect of the related LIBOR Interest Determination
Date will be determined in accordance with 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 designated on page one hereof, 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.,
<PAGE>
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 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 designated on page one 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 will be LIBOR in effect on such LIBOR Interest
Determination Date.
"Index Currency" means the currency (including composite currencies)
specified on page one hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on page one hereof, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
specified on page one hereof, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency, or (b) if "LIBOR Telerate"
is specified on page one hereof or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified as the method for calculating LIBOR, the display on
the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency.
"Principal Financial Center" will generally be the capital city of the
country of 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 Luxembourg, respectively.
Determination of Prime Rate. If the Base Rate, as indicated on page
---------------------------
one hereof, is, or is calculated by reference to, the Prime Rate, unless
otherwise specified on page one hereof, the "Prime Rate" with respect to
each Interest Reset Date will be determined by the Calculation Agent as of
the second Business Day prior to such Interest Reset Date (a "Prime
Interest Determination Date") and shall be the rate set forth on such date
in H.15(519) under the heading "Bank Prime Loan", or if not so published
prior to 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Prime Interest Determination Date, then the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the
Reuters Screen USPRIME1 Page (as defined below) as such bank's prime rate
or base lending rates as in effect for that Prime Interest Determination
Date. If fewer than four such rates but more than one such rate appear on
the Reuters Screen USPRIME1 Page for the Prime Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and will be the
arithmetic mean of the prime rate quoted on the basis of the actual number
of days in the year divided by a 360-day year as of the close of business
on such Prime Interest Determination Date by four major money center banks
in The City of New York selected by the Calculation Agent from a list
approved by the Company. If fewer than two such rates appear on the
Reuters Screen USPRIME1 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 the appropriate number of 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. $500,000,000
and being subject to supervision or examination by Federal or State
authority, selected by the Calculation Agent from a list approved by the
Company to provide such rate or rates; provided, however, that if the banks
selected as aforesaid are not quoting as mentioned in this sentence, the
Prime Rate will be the Prime Rate in effect on such Prime Interest
Determination Date. "Reuters Screen USPRIME1 Page" means the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates Service
(or such other page as may replace the USPRIME1 page on that service for
the purpose of displaying prime rates or base lending rates of major United
States banks).
<PAGE>
Determination of Treasury Rate. If the Base Rate, as indicated on
------------------------------
page one hereof, is, or is calculated by reference to the Treasury Rate,
unless otherwise specified on page one hereof, the "Treasury Rate" for each
Interest Reset Date will be the rate for the auction held on the Treasury
Rate Determination Date (as hereinafter defined) of direct obligations of
the United States ("Treasury bills") having the Index Maturity, as
indicated on page one hereof, as published in H.15(519) under the heading,
"U.S. Government Securities - Treasury Bills - Auction Average
(Investment)", or, if not so published by 9:00 A.M., New York City time, on
the Calculation Date pertaining to such Treasury Rate Determination Date,
the auction average rate (expressed as a bond equivalent yield, rounded to
the nearest one one-hundredth of a percent, with five one-thousandths of a
percent rounded upward, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as announced by the United States
Department of the Treasury. In the event that the results of the auction
of Treasury bills having the applicable Index Maturity designated on page
one hereof are not published or reported as provided above by 3:00 P.M.,
New York City time, on such Calculation Date or if no such auction is held
on such Treasury Rate Determination Date, then the Treasury Rate shall be
calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent yield, rounded to the nearest one one-
hundredth of a percent, with five one-thousandths of a percent rounded
upward, 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 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 specified
Index Maturity; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate for such Interest Reset Date will be the
Treasury Rate in effect on such Treasury Rate Determination Date.
The "Treasury Rate Determination Date" for any Interest Reset Date
will be the day of the week in which such Interest Reset Date falls on
which Treasury bills would normally be auctioned, but in no event shall the
Treasury Rate Determination Date be after the related Interest Reset Date.
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 such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding
week. If no auction is held in any week (or on the preceding Friday), the
Treasury Rate Determination Date shall be the Monday of the week in which
the Interest Reset Date falls.
Determination of 11th District Cost of Funds Rate. If the Base Rate,
-------------------------------------------------
as indicated on page one hereof, is, or is calculated with reference to,
the 11th District Cost of Funds Rate, unless otherwise specified on page
one hereof, the "11th District Cost of Funds Rate", with respect to any
related Interest Determination Date, will be determined by the Calculation
Agent and shall be the rate equal to the monthly weighted average cost of
funds for the calendar month immediately preceding the month in which such
Interest Determination Date falls, as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Interest Determination Date. If such rate does not appear on Telerate
Page 7058 on any related Interest Determination Date, the 11th District
Cost of Funds Rate for such Interest Determination Date shall be the
monthly weighted average cost of funds paid by member institutions of the
11th Federal Home Loan Bank District that was most recently announced (the
"11th District Cost of Funds Index") by the Federal Home Loan Bank of San
Francisco (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 Interest Determination Date, then the 11th
District Cost of Funds Rate determined as of such Interest Determination
Date will be the 11th District Cost of Funds Rate in effect on such
Interest Determination Date.
<PAGE>
Provisions Applicable to Both Fixed Rate Notes and Floating Rate Notes:
The interest so payable on any Interest Payment Date will, subject to
certain exceptions in the Indenture hereinafter referred to, be paid to the
person in whose name this Note is registered at the close of business on
the Regular Record Date immediately preceding such Interest Payment Date
or, if the Interest Payment Date is a Maturity Date or date of redemption
or repayment, to the person in whose name this Note is registered at the
close of business on the Maturity Date or date of redemption or repayment;
provided, however, that if the Original Issue Date is between a Regular
Record Date and an Interest Payment Date or on an Interest Payment Date,
interest for the period from and including the Original Issue Date to, but
excluding, the Interest Payment Date relating to such Regular Record Date
shall be paid on the next succeeding Interest Payment Date to the person in
whose name this Note is registered on the close of business on the Regular
Record Date preceding such Interest Payment Date. The "Regular Record
Date" with respect to any Interest Payment Date for Floating Rate Notes
shall be the date 15 calendar days immediately preceding such Interest
Payment Date, and for Fixed Rate Notes shall be the April 15 and October 15
next preceding such Interest Payment Date, whether or not such date shall
be a Business Day.
This Note may be presented for payment of principal and interest in
the Specified Currency at the office or agency of the Company maintained
for such purpose in the Place of Payment as indicated above, provided,
however, that payments of interest may be made at the option of the Company
by check mailed to the address of such person entitled thereto as such
address shall appear on the Security Register of this series, except for
interest payable at the Maturity Date or upon earlier redemption or
repayment which will be made in immediately available funds upon surrender
of this Note. Payments of principal (and premium, if any) and interest, if
payable in a currency other than U.S. dollars, will be made from an account
at a bank outside the United States.
Principal (and premium, if any) and interest will be paid by the
Company in U.S. dollars based on an Exchange Rate (as defined in the
Indenture), even if this Note is denominated in a Specified Currency other
than U.S. dollars; provided, however, that if permitted as indicated on
page one hereof, at the written request of the Holder, made not later than
the Regular Record Date or Special Record Date, as the case may be,
immediately preceding the applicable Interest Payment Date or the fifteenth
day immediately preceding the Maturity Date or date of redemption or
repayment, as the case may be, and pursuant to the terms of the Indenture,
payments of principal (and premium, if any) and interest in respect of a
Note denominated in a Specified Currency other than U.S. dollars shall be
paid in the Specified Currency and otherwise pursuant to the terms of the
Indenture, and any costs associated with such conversion will be borne by
the Holder. If this Note is denominated in a Specified Currency other then
U.S. dollars on page one hereof, the amount of U.S. dollar payment will be
determined by a New York clearing house bank designated by the Company (the
"Exchange Rate Agent") based on the quotation for such Specified Currency
appearing at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable date of payment, on the bank
composite or multi-contributor pages of the Reuters Monitor Foreign
Exchange Service (or, if such service is not then available to the Exchange
Rate Agent, the Telerate Monitor Foreign Exchange Service or, if neither is
available, on a comparable display or in a comparable manner as the Company
and the Exchange Rate Agent shall agree), bid by one of at least three
banks (one of which may be the Exchange Rate Agent) agreed to by the
Company and the Exchange Rate Agent, which will yield the largest number of
U.S. dollars upon conversion from such Specified Currency. If fewer than
three bids are available, then such conversion will be based on the Market
Exchange Rate (as defined below) as of the second Business Day preceding
the applicable payment date or, if the Market Exchange Rate for such date
is not available, as of the most recent date on which the Market Exchange
Rate is available. If the principal of, or interest on this Note is
payable in a Specified Currency other than U.S. dollars (whether by reason
of the unavailability of such quotations or through an election by a
Holder) and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to Holders of this Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the
second Business Day prior to such payment date, if available, and if not so
available, the exchange rate determined in the following order: first, by
the most recently available Market Exchange Rate; second by the quotations
of three (or if three are not available, then two) recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) selected by
the Exchange Rate Agent and the Company in The City of New York or in the
foreign country of issue of such currency, and third, by such other
quotations as the Company deems appropriate. If the Specified Currency is
a
<PAGE>
composite currency, payments will be an amount determined by the Exchange
Rate Agent by adding the results obtained by multiplying the number of
units of each component currency of such composite currency, as of the most
recent day on which such composite currency was used, by the most recently
available Market Exchange Rate for such component currency. Any Payment
made under the circumstances described above, where the required payment is
in a Specified Currency other than U.S. dollars or any payment made in the
Specified Currency, will not constitute an Event of Default under the
Indenture. "Market Exchange Rate" means the noon buying rate for cable
transfers in New York City as determined by the Federal Reserve Bank of New
York for such Specified Currency.
"Business Day" means (i) with respect to Notes which are not
denominated in European Currency Units ("ECUs"), any day other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or obligated by law, regulation or
executive order to close in either The City of New York or (A) with respect
to Notes denominated in a Specified Currency other than U.S. Dollars, in the
city as specified by Fleet pursuant to the applicable Indenture and (B) with
respect to LIBOR Notes, is also a "London Business Day" or (ii) with
respect to Notes which are denominated in ECUs, any day other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or obligated by law, regulation or
executive order to close in either the City of New York or any day 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. "London Business Day" means any
day (i) if the Index Currency as specified on page one 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.
In case an Event of Default (as defined in the Indenture) with respect
to Notes of this series shall occur and be continuing, the principal amount
(or, if the Note is an Original Issue Discount Note, such lesser portion of
the principal amount as may be applicable) of the Notes of this series may
be declared due and payable, in the manner and with the effect provided in
the Indenture. If this Note is an Original Issue Discount Note (as defined
below), in the event of an acceleration of the Maturity hereof, the amount
payable to the Holder of this Note upon such acceleration will be
determined by this Note but will be an amount less than the amount payable
at the Maturity of the principal of this Note. An "Original Issue Discount
Note" is a Note, including any zero-coupon note, which has a stated
redemption price at maturity that exceeds its Issue Price by at least 0.25%
of its principal amount, multiplied by the number of full years from the
Original Issue Date to the Maturity Date for such Note, and any other Note
designated by the Company as issued with original issue discount for United
States Federal income tax purposes.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series
to be affected under the Indenture at any time by the Company with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Outstanding Securities of each series, on
behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this 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 any notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (premium, if any)
and interest on this Note, at the times, places and rate and in the coin or
currency, herein prescribed.
The Notes of this series are issued in fully registered form without
coupons. Notes of this series denominated in U.S. dollars (as indicated on
page one hereof) will be issued in denominations of $1,000 or any
<PAGE>
amount in excess thereof which is an integral multiple thereof. Notes of
this series denominated in a Specified Currency other than U.S. dollars (as
indicated on page one hereof) will be issued in the Authorized Denomination
as indicated on page one hereof.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the
Security Register of this series upon surrender of this Note for
registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, State of New York, duly
endorsed by or accompanied by, a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon
a new Note or Notes of this series of authorized denomination and for the
same aggregate principal amount will be issued to the designated transferee
or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note,
the Company, the Trustee, and any Agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner of this
Note for all purposes, whether or not this Note be overdue, and neither the
Company nor the Trustee nor any such Agent shall be affected by any notice
to the contrary.
If so specified on page one hereof, this Note will be redeemable at
the Company's option on a date or dates specified prior to maturity at a
price or prices, each set forth on page one hereof, together with accrued
interest to the date of redemption. This Note will not be subject to any
sinking fund. If so redeemable, the Company may redeem this Note either in
whole or from time to time in part, upon not less than 30, nor more than
60, days' notice. If less than all of the Notes with like tenor and terms
are to be redeemed, the Notes to be redeemed shall be selected by the
applicable Note Registrar by such method as such Note Registrar shall deem
fair and appropriate.
The Company may specify that this Note will be repayable at the option
of the Holder on a date or dates specified prior to maturity at a price or
prices set forth on page one hereof, together with accrued interest to the
date of repayment. In order for this Note to be repaid, the Paying Agent
must receive at least 30, but not more than 45, days, prior to the
repayment date (i) this Note with the form entitled "Option to Elect
Repayment" at the end of this Note duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national
securities exchange of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company in the United States of America
setting forth the name of the Holder of this Note, a statement that the
option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid with the form entitled "Option to Elect Repayment"
at the end of this Note duly completed will be received by the Paying Agent
not less than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Exercise of the
repayment option by the Holder of this Note shall be irrevocable. The
repayment option may be exercised by the Holder of this Note for less then
the entire principal amount of this Note provided that the principal amount
of this Note remaining outstanding after repayment is an authorized
denomination.
The Company may at any time purchase this Note at any price in the
open market or otherwise. Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered to the
Trustee for cancellation.
By acceptance of this Note, the holder hereof agrees to be bound by
the provisions of the Indenture. Terms used herein which are defined in
the Indenture shall have the respective meanings assigned thereto in the
Indenture.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by or
on behalf of the Trustee under the Indenture.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION FLEET FINANCIAL GROUP, INC.
This is one of the Securities of
the series provided for under the
within-mentioned Indenture.
By
-----------------------
THE FIRST NATIONAL BANK OF CHICAGO, Chief Executive Officer
as Trustee and President
By By
------------------ -----------------------
Authorized Officer Secretary
<PAGE>
[TO BE DELETED IF NOTE ISSUED AS GLOBAL BOOK-ENTRY NOTE]
---------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on page one
of this certificate, 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)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
-------------------------------
JT TEN- as joint tenants with right of (State)
survivorship and not as tenant
in common
Additional abbreviations may also be used though not in the above list.
---------------
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------------------------------------------
(Name and address of assignee, including zip code,
must be printed or typewritten)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting
and appointing Attorney to transfer
-----------------------------------
said Note on the books of the within Company, with full power of substitution
in the premises.
Dated:
------------------ ---------------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as it
appears upon page one of the within
Note in every particular, without
alteration or enlargement or any
change whatever and must be guaranteed
by a commercial bank or trust company
having its principal office or a
correspondent in The City of New York
or by a member of the New York Stock
Exchange.
<PAGE>
[TO BE DELETED UNLESS HOLDER HAS OPTION TO ELECT REPAYMENT]
-----------------------------------
REGISTRAR, PAYING AGENTS AND TRANSFER AGENT
REGISTRAR AND PAYING AGENT
(subject to change)
The First National Bank of Chicago
1 North State Street
9th Floor
Chicago, IL 60602
---------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion hereof specified below) pursuant to
its terms at a price equal to the applicable Repayment Price thereof
together with interest to the Repayment Date, to the undersigned
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
: and specify the denomination or denominations (which
- ---------------------
shall be in authorized denominations) of the Notes to be issued to the
Holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid):
---------------------------------------------------
- -------------------------
Date Signature
---------------------- ------------------------------------
-----------------------------------------
ABBREVIATIONS
The following abbreviations, when used in the instruction on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - Custodian for
--------------- ------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
---------------------------------
(State)
Additional abbreviations may be used though not in the above list.
-------------------------------------------------------------
Exhibit (4)(c)
REGISTERED REGISTERED
IF APPLICABLE, THE "TOTAL AMOUNT OF OID, "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES.
THIS NOTE IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK
OR NONBANK SUBSIDIARY OF FLEET FINANCIAL GROUP, INC. AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.
CUSIP PRINCIPAL AMOUNT: SPECIMEN
NO. JR-SPECIMEN
FLEET FINANCIAL GROUP, INC.
RETAIL MEDIUM-TERM NOTE, SERIES J
SENIOR
Issue Price: % Maturity Date:
Original Issue Date: Index Maturity:
Fixed Rate - Interest Rate: % Total Amount of OID:
--
Floating Rate -
--
Initial Interest Rate: % Yield to Maturity: %
Base Rate: Initial Accrual Period OID:
CD Rate Specified Currency (if other than
--
U.S. dollars):
CMT Rate
--
Designated CMT Telerate Page:
--
Designated CMT Maturity Index:
--
Commercial Paper Rate Option to Receive Payments in
--
Specified Currency (non-U.S.
dollar denominated Note):
Federal Funds Rate
--
<PAGE>
LIBOR
--
Yes No
--- ---
LIBOR Reuters
--
LIBOR Telerate
--
Index Currency:
Prime Rate Place of Payment:
--
Treasury Rate
--
11th District Cost of Funds Rate
--
Other:
--
Spread (+/-):
Spread Multiplier: % Redemption Provisions:
Maximum Interest Rate: %
Minimum Interest Rate: %
Initial Interest Reset Date:
Interest Reset Dates:
Interest Payment Dates: Other Terms:
Interest Determination Dates:
Authorized Denomination
(only if non-U.S. dollar denominated Note):
Calculation Agent:
Interest Payment Period:
Fleet Financial Group. Inc., a Rhode Island corporation (herein
called the "Company", which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises
to pay to
, or
registered assigns, the Principal Amount specified above on the Maturity
Date specified above and to pay to the registered holder hereof interest on
said Principal Amount at a rate per annum specified above and upon the
terms provided under either the heading "Fixed Rate Note" or "Floating Rate
Note".
This Note is one of a duly authorized issue of notes of the
Company (herein referred to as the "Notes"), all issued or to be issued in
one or more series under an Indenture, dated as of October 1, 1992 (herein
referred to as the "Indenture"), between the Company and The First National
Bank of Chicago, as trustee (herein called the
<PAGE>
"Trustee", which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Notes and of the terms upon which the Notes are, and are
to be, authenticated and delivered. The Notes of this series are limited
(except as otherwise provided in the Indenture) to the aggregate principal
amount established from time to time by the Board of Directors of the
Company. The Notes of this series may be issued at various times with
different maturity dates and different principal repayment provisions, may
bear interest at different rates and may otherwise vary, all as provided in
the Indenture. The Notes of this series may be subject to redemption or
entitled to repayment at the option of the Holder thereof, in both cases
upon notice and in accordance with the provisions of the Indenture and as
indicated on page one hereof. The Company may defease the Notes of this
series in accordance with the provisions of the Indenture.
Provisions Applicable to Fixed Rate Notes Only:
If the "Fixed Rate" line on page one of this Note is checked, the
Company will pay interest on the 15th day of each month during the term of
the Note (each an "Interest Payment Date") and on the Maturity Date or upon
earlier redemption or repayment to the person to whom principal is payable.
Interest shall accrue from the Original Issue Date, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for
on this Note (or any Predecessor Note) to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of redemption or
repayment, as the case may be. Interest on Fixed Rate Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
If any Interest Payment Date or the Maturity Date (or the date of
redemption or repayment) of a Fixed Rate Note falls on a day that is not a
Business Day (defined below), the payment will be made on the next Business
Day as if it were made on the date such payment was due, and no interest
will accrue on the amount so payable for the period from and after such
Interest Payment Date or the Maturity Date (or the date of redemption or
repayment), as the case may be.
Provisions Applicable to Floating Rate Notes Only:
If the "Floating Rate" line on page one of this Note is checked,
the Company will pay interest on the Interest Payment Dates shown on page
one at the Initial Interest Rate shown on page one until the first Interest
Reset Date shown on page one following the Original Issue Date shown above
and thereafter at a rate determined in accordance with the provisions
hereinafter set forth under the headings "Determination of CD Rate",
"Determination of CMT Rate", "Determination of Commercial Paper Rate",
"Determination of Federal Funds Rate", "Determination of LIBOR",
"Determination of Prime Rate", "Determination of Treasury Rate" or
"Determination of 11th District Cost of Funds Rate", depending on whether
the Base Rate is the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate, the 11th
District Cost of Funds Rate or other Base Rate, as indicated on page one.
An interest payment shall be the amount of interest accrued from
and including the Original Issue Date, or from and including the last
Interest Payment Date to which interest has been paid, to, but excluding,
the next following Interest Payment Date, Maturity Date, or date of
redemption or repayment, as the case may be (an "Interest Period"). If the
"Maximum Interest Rate" on page one is checked, the Floating Rate Note is
subject to a maximum limitation on the rate of interest which may accrue
during any Interest Period. If the "Minimum Interest Rate" line is
checked, the Floating Rate Note is subject to a minimum limitation on the
rate of interest which may accrue during any Interest Period.
If any Interest Payment Date for any Floating Rate Note would fall
on a day that is not a Business Day with respect to such Note, such
Interest Payment Date will be the following day that is a Business Day with
respect to such Note, except that, in the case of a LIBOR Note, if such
Business Day is in the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding day that is a Business Day
with respect to such LIBOR Note. If the Maturity Date (or date of
redemption or repayment) of any Floating Rate Note would fall on a day that
is not a Business Day, the payment of interest and principal (and premium,
if any) may be made on
<PAGE>
the next succeeding Business Day, and no interest on such payment will
accrue for the period from and after the Maturity Date (or the date of
redemption or repayment).
Commencing with the first Interest Reset Date specified on page
one hereof following the Original Issue Date, the rate at which interest on
this Note is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as shown on page one hereof under "Interest Reset
Dates". The interest rate for each Interest Reset Date shall be the Base
Rate (as shown on page one hereof and described below) applicable to such
Interest Reset Date, plus or minus the Spread (defined below), if any,
and/or multiplied by the Spread Multiplier (defined below), if any (each as
indicated on page one hereof); provided, however, that the interest rate in
effect for the period from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate.
The "Spread" is the number of basis points (one basis point equals
one-hundredth of a percentage point) specified on page one hereof as being
applicable to the interest rate for such Floating Rate Note, and the
"Spread Multiplier" is the percentage specified on page one hereof as being
applicable to the interest rate for such Floating Rate Note. Both a Spread
and/or a Spread Multiplier may be applicable to the Interest Rate for a
particular Floating Rate Note, as set forth on page one hereof.
Each such adjusted rate shall be applicable on and after the
Interest Reset Date to which it relates but not including the next
succeeding Interest Reset Date. If any Interest Reset Date is a day that
is not a Business Day, such Interest Reset Date shall be postponed to the
next day that is a business day, except that if the rate of interest on
this Note shall be determined by reference to LIBOR and such Business Day
is in the next succeeding calendar month, such Interest Reset Date shall be
the immediately preceding Business Day. Subject to applicable provisions
of law (including usury laws) and except as specified on this Note, on each
Interest Reset Date, the rate of interest on this Note shall be the rate
determined in accordance with the provisions of the applicable heading
below.
With respect to a Floating Rate Note, accrued interest shall be
calculated by multiplying the principal amount of such Floating Rate Note
by an accrued interest factor. Such accrued interest factor will be
computed by adding the interest factors calculated for each day in the
Interest Period or from the last date from which accrued interest is being
calculated. The interest factor for each such day is computed by dividing
the interest rate applicable to such day by 360, in the cases of CD Rate
Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes,
Prime Rate Notes and 11th District Cost of Funds Notes or by the number of
days in the year, in the cases of CMT Rate Notes and Treasury Rate Notes.
The interest rate applicable to any day that is an Interest Reset Date will
be the interest rate effective on such Interest Reset Date. The interest
rate applicable to any other day will be the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial
Interest Rate, as shown on page one).
The "Calculation Date", where applicable, pertaining to an
Interest Determination Date will be the earlier of (i) the tenth calendar
day after such Interest Determination Date or, if any such day is not a
Business Day, the next succeeding Business Day and (ii) the Business Day
preceding the applicable Interest Payment Date or the Maturity Date, as the
case may be.
The First National Bank of Chicago shall be the Calculation Agent
unless another Calculation Agent is specified on page one hereof. At the
request of the Holder, the Calculation Agent will provide the interest rate
then in effect and, if determined, the interest rate which will become
effective on the next Interest Reset Date.
Unless otherwise specified on page one hereof, all percentages
resulting from any calculation of the rate of interest on a Floating Rate
Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percent (.0000001), with five one-millionths of a percentage point
rounded upward, and all dollar amounts used in or resulting from such
calculation on Floating Rate Notes will be rounded to the nearest cent
(with one-half cent being rounded upward).
<PAGE>
Determination of CD Rate. If the Base Rate, as indicated on page
------------------------
one hereof, is, or is calculated by reference to, the CD Rate, unless
otherwise specified on page one hereof, the "CD Rate", with respect to any
Interest Reset Date will be determined by the Calculation Agent as of the
second Business Day prior to such Interest Reset Date (a "CD Interest
Determination Date") and shall be the rate on such date for negotiable
certificates of deposit having the Index Maturity designated on page one
hereof (the "Index Maturity") as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication ("H.15(519)") under the heading "CDs
(Secondary Market)" or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such CD Interest Determination
Date, then the CD Rate shall be the rate on such CD Interest Determination
Date for negotiable certificates of deposit having the specified Index
Maturity as published by the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 P.M. Quotations for U.S. Government
Securities" or any successor publication ("Composite Quotations") under the
heading "Certificates of Deposit". If such rate is not so published by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate
on such CD Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date, of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United
States money center banks of the highest credit standing (in the market for
negotiable certificates of deposit) with a remaining maturity closest to
the specified Index Maturity in a denomination of U.S. $5,000,000;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD
Rate will be the CD Rate in effect on such CD Interest Determination Date.
CD Rate Notes, like other Notes, are not deposit obligations of a
bank and are not insured by the Federal Deposit Insurance Corporation.
Determination of CMT Rate. If the Base Rate, as indicated on page
-------------------------
one hereof, is, or is calculated by reference to, the CMT Rate, unless
otherwise specified on page one hereof, the "CMT Rate" will be determined
by the Calculation Agent, with respect to any Interest Determination Date
(a "CMT Interest Determination Date"), and shall be the rate displayed on
the Designated CMT Telerate Page 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 for (i)
if the Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052,
the week, or the month, as applicable, ended immediately preceding the week
in which the related CMT Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page, or is not displayed by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published
in the relevant H.15(519). If such rate is no longer published, or if not
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such CMT Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index
(or other United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Interest Determination Date with respect to such
Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and published
in the relevant H.15(519). If such information is not provided by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate for the CMT Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M. (New York City time) on the CMT Interest Determination Date
reported, according to their written records, by three leading primary
United States government securities dealers (each, a "Reference Dealer") in
The City of New York selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest)),
for the most recently issued direct noncallable fixed rate obligations of
the United States ("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
<PAGE>
quotations, the CMT Rate for such CMT Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based
on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M. (New York City time) on the CMT Interest Determination
Date of three Reference Dealers in the city of New York (from five such
Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event 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
Interest Determination Date. If two Treasury Notes with an original
maturity as described in the third preceding sentence have remaining terms
to maturity equally close to the Designated CMT Maturity Index, the quotes
for the 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 page one 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 page one 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 page one hereof with respect to which the CMT Rate
will be calculated, If no such maturity is specified, the Designated CMT
Maturity Index shall be two years.
Determination of Commercial Paper Rate. If the Base Rate, as
--------------------------------------
indicated on page one hereof, is, or is calculated by reference to, the
Commercial Paper Rate, unless otherwise specified on page one hereof, the
"Commercial Paper Rate" for each Interest Reset Date will be determined by
the Calculation Agent as of the second Business Day prior to such Interest
Reset Date (a "Commercial Paper Interest Determination Date") and shall be
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity as indicated on page one hereof,
as such rate shall be published in H.15(519) under the heading "Commercial
Paper". In the event that such rate is not published prior to 9:00 A.M.
New York City time on the Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Commercial Paper Interest
Determination Date of the rate for commercial paper of the specified Index
Maturity as published in Composite Quotations under the heading "Commercial
Paper". If by 3:00 P.M. New York City time on such Calculation Date such
rate is not yet published in either H.15(519) or Composite Quotations, then
the Commercial Paper Rate shall be the Money Market Yield of the arithmetic
mean of the offered rates as of 11:00 A.M., New York City time, on that
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent
for commercial paper having the specified Index Maturity placed for an
industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be a yield calculated in accordance
with the following formula:
Money Market Yield = D x 360 x 100
--------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and "M" refers
to the actual number of days in the interest period for which interest is
being calculated.
Determination of Federal Funds Rate. If the Base Rate, as indicated
-----------------------------------
on page one hereof, is, or is calculated by reference to, the Federal Funds
Rate, unless otherwise specified on page one hereof, the "Federal
<PAGE>
Funds Rate" with respect to each Interest Reset Date will be determined by
the Calculation Agent as of the second Business Day prior to such Interest
Reset Date (a "Federal Funds Interest Determination Date"), and shall be
the rate on that date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if not so published by 9:00 A.M.,
New York City time, on the Calculation Date pertaining to such Federal
Funds Interest Determination Date, the Federal Funds Rate will be the rate
on such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If such rate
is not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Federal Funds Interest Determination Date, the
Federal Funds Rate for such Federal Funds Reset Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in The City of New York selected by
the Calculation Agent as of 9:00 A.M., New York City time, on such Federal
Funds Interest Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Federal Funds Rate will be the Federal Funds Rate in
effect on such Federal Funds Interest Determination Date.
Determination of LIBOR. If the Base Rate, as indicated on page one
----------------------
hereof, is, or is calculated by reference to, LIBOR, unless otherwise
specified on page one hereof, "LIBOR" for each Interest Reset Date will be
determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date relating to a LIBOR
Note or any Floating Rate Note for which the interest rate is determined
with reference to LIBOR (a "LIBOR" Interest Determination Date"), LIBOR
will be either: (a) if "LIBOR Reuters" is specified on page one hereof,
the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page by its terms provides only for a single rate, in
which case such single rate shall be used) for deposits in the Index
Currency having the Index Maturity designated on page one hereof,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date, that appear on the Designated LIBOR
Page specified on page one hereof, 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, or (b) if "LIBOR Telerate" is specified on page
one hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified as the method for calculating LIBOR, the rate for deposits in
the Index Currency having the Index Maturity designated on page one
hereof, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date that appears on the
Designated LIBOR Page specified on page one hereof as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If fewer than
two such offered rates appear, or if no such rate appears, as
applicable, LIBOR in respect of the related LIBOR Interest Determination
Date will be determined in accordance with 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 designated on page one hereof, 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 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 designated on page one 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
<PAGE>
determined as of such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified on page one hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on page one hereof, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
specified on page one hereof, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency, or (b) if "LIBOR Telerate"
is specified on page one hereof or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified as the method for calculating LIBOR, the display on
the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency.
"Principal Financial Center" will generally be the capital city of the
country of 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 Luxembourg, respectively.
Determination of Prime Rate. If the Base Rate, as indicated on page
---------------------------
one hereof, is, or is calculated by reference to, the Prime Rate, unless
otherwise specified on page one hereof, the "Prime Rate" with respect to
each Interest Reset Date will be determined by the Calculation Agent as of
the second Business Day prior to such Interest Reset Date (a "Prime
Interest Determination Date") and shall be the rate set forth on such date
in H.15(519) under the heading "Bank Prime Loan", or if not so published
prior to 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Prime Interest Determination Date, then the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the
Reuters Screen USPRIME1 Page (as defined below) as such bank's prime rate
or base lending rates as in effect for that Prime Interest Determination
Date. If fewer than four such rates but more than one such rate appear on
the Reuters Screen USPRIME1 Page for the Prime Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and will be the
arithmetic mean of the prime rate quoted on the basis of the actual number
of days in the year divided by a 360-day year as of the close of business
on such Prime Interest Determination Date by four major money center banks
in The City of New York selected by the Calculation Agent from a list
approved by the Company. If fewer than two such rates appear on the
Reuters Screen USPRIME1 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 the appropriate number of 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. $500,000,000
and being subject to supervision or examination by Federal or State
authority, selected by the Calculation Agent from a list approved by the
Company to provide such rate or rates; provided, however, that if the banks
selected as aforesaid are not quoting as mentioned in this sentence, the
Prime Rate will be the Prime Rate in effect on such Prime Interest
Determination Date. "Reuters Screen USPRIME1 Page" means the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates Service
(or such other page as may replace the USPRIME1 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 the Base Rate, as indicated on
------------------------------
page one hereof, is, or is calculated by reference to the Treasury Rate,
unless otherwise specified on page one hereof, the "Treasury Rate" for each
Interest Reset Date will be the rate for the auction held on the Treasury
Rate Determination Date (as hereinafter defined) of direct obligations of
the United States ("Treasury bills") having the Index Maturity, as
indicated on page one hereof, as published in H.15(519) under the heading,
"U.S. Government Securities - Treasury Bills - Auction Average
(Investment)", or, if not so published by 9:00 A.M., New York City time, on
the Calculation Date pertaining to such Treasury Rate Determination Date,
the auction average rate (expressed as a bond equivalent yield, rounded to
the nearest one one-hundredth of a percent, with five one-thousandths of a
percent rounded upward, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as announced by the United States
Department of the Treasury. In the event that the results of the auction
of Treasury bills having the
<PAGE>
applicable Index Maturity designated on page one hereof are not published
or reported as provided above by 3:00 P.M., New York City time, on such
Calculation Date or if no such auction is held on such Treasury Rate
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent yield, rounded to the nearest one one-hundredth of a percent,
with five one-thousandths of a percent rounded upward, 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 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 specified Index Maturity; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate for such Interest
Reset Date will be the Treasury Rate in effect on such Treasury Rate
Determination Date.
The "Treasury Rate Determination Date" for any Interest Reset Date
will be the day of the week in which such Interest Reset Date falls on
which Treasury bills would normally be auctioned, but in no event shall the
Treasury Rate Determination Date be after the related Interest Reset Date.
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 such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding
week. If no auction is held in any week (or on the preceding Friday), the
Treasury Rate Determination Date shall be the Monday of the week in which
the Interest Reset Date falls.
Determination of 11th District Cost of Funds Rate. If the Base Rate,
-------------------------------------------------
as indicated on page one hereof, is, or is calculated with reference to,
the 11th District Cost of Funds Rate, unless otherwise specified on page
one hereof, the "11th District Cost of Funds Rate", with respect to any
related Interest Determination Date, will be determined by the Calculation
Agent and shall be the rate equal to the monthly weighted average cost of
funds for the calendar month immediately preceding the month in which such
Interest Determination Date falls, as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Interest Determination Date. If such rate does not appear on Telerate
Page 7058 on any related Interest Determination Date, the 11th District
Cost of Funds Rate for such Interest Determination Date shall be the
monthly weighted average cost of funds paid by member institutions of the
11th Federal Home Loan Bank District that was most recently announced (the
"11th District Cost of Funds Index") by the Federal Home Loan Bank of San
Francisco (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 Interest Determination Date, then the 11th
District Cost of Funds Rate determined as of such Interest Determination
Date will be the 11th District Cost of Funds Rate in effect on such
Interest Determination Date.
Provisions Applicable to Both Fixed Rate Notes and Floating Rate Notes:
The interest so payable on any Interest Payment Date will, subject to
certain exceptions in the Indenture hereinafter referred to, be paid to the
person in whose name this Note is registered at the close of business on
the Regular Record Date immediately preceding such Interest Payment Date
or, if the Interest Payment Date is a Maturity Date or date of redemption
or repayment, to the person in whose name this Note is registered at the
close of business on the Maturity Date or date of redemption or repayment;
provided, however, that if the Original Issue Date is between a Regular
Record Date and an Interest Payment Date or on an Interest Payment Date,
interest for the period from and including the Original Issue Date to, but
excluding, the Interest Payment Date relating to such Regular Record Date
shall be paid on the next succeeding Interest Payment Date to the person in
whose name this Note is registered on the close of business on the Regular
Record Date preceding such Interest Payment Date. The "Regular Record
Date" with respect to any Interest Payment Date for Floating Rate Notes
shall be the date 15 calendar days immediately preceding such Interest
Payment Date, and for Fixed Rate Notes shall be the April 15 and October 15
next preceding such Interest Payment Date, whether or not such date shall
be a Business Day.
<PAGE>
This Note may be presented for payment of principal and interest in
the Specified Currency at the office or agency of the Company maintained
for such purpose in the Place of Payment as indicated above, provided,
however, that payments of interest may be made at the option of the Company
by check mailed to the address of such person entitled thereto as such
address shall appear on the Security Register of this series, except for
interest payable at the Maturity Date or upon earlier redemption or
repayment which will be made in immediately available funds upon surrender
of this Note. Payments of principal (and premium, if any) and interest, if
payable in a currency other than U.S. dollars, will be made from an account
at a bank outside the United States.
Principal (and premium, if any) and interest will be paid by the
Company in U.S. dollars based on an Exchange Rate (as defined in the
Indenture), even if this Note is denominated in a Specified Currency other
than U.S. dollars; provided, however, that if permitted as indicated on
page one hereof, at the written request of the Holder, made not later than
the Regular Record Date or Special Record Date, as the case may be,
immediately preceding the applicable Interest Payment Date or the fifteenth
day immediately preceding the Maturity Date or date of redemption or
repayment, as the case may be, and pursuant to the terms of the Indenture,
payments of principal (and premium, if any) and interest in respect of a
Note denominated in a Specified Currency other than U.S. dollars shall be
paid in the Specified Currency and otherwise pursuant to the terms of the
Indenture, and any costs associated with such conversion will be borne by
the Holder. If this Note is denominated in a Specified Currency other then
U.S. dollars on page one hereof, the amount of U.S. dollar payment will be
determined by a New York clearing house bank designated by the Company (the
"Exchange Rate Agent") based on the quotation for such Specified Currency
appearing at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable date of payment, on the bank
composite or multi-contributor pages of the Reuters Monitor Foreign
Exchange Service (or, if such service is not then available to the Exchange
Rate Agent, the Telerate Monitor Foreign Exchange Service or, if neither is
available, on a comparable display or in a comparable manner as the Company
and the Exchange Rate Agent shall agree), bid by one of at least three
banks (one of which may be the Exchange Rate Agent) agreed to by the
Company and the Exchange Rate Agent, which will yield the largest number of
U.S. dollars upon conversion from such Specified Currency. If fewer than
three bids are available, then such conversion will be based on the Market
Exchange Rate (as defined below) as of the second Business Day preceding
the applicable payment date or, if the Market Exchange Rate for such date
is not available, as of the most recent date on which the Market Exchange
Rate is available. If the principal of, or interest on this Note is
payable in a Specified Currency other than U.S. dollars (whether by reason
of the unavailability of such quotations or through an election by a
Holder) and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to Holders of this Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the
second Business Day prior to such payment date, if available, and if not so
available, the exchange rate determined in the following order: first, by
the most recently available Market Exchange Rate; second by the quotations
of three (or if three are not available, then two) recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) selected by
the Exchange Rate Agent and the Company in The City of New York or in the
foreign country of issue of such currency, and third, by such other
quotations as the Company deems appropriate. If the Specified Currency is
a composite currency, payments will be an amount determined by the Exchange
Rate Agent by adding the results obtained by multiplying the number of
units of each component currency of such composite currency, as of the most
recent day on which such composite currency was used, by the most recently
available Market Exchange Rate for such component currency. Any Payment
made under the circumstances described above, where the required payment is
in a Specified Currency other than U.S. dollars or any payment made in the
Specified Currency, will not constitute an Event of Default under the
Indenture. "Market Exchange Rate" means the noon buying rate for cable
transfers in New York City as determined by the Federal Reserve Bank of New
York for such Specified Currency.
"Business Day" means (i) with respect to Notes which are not
denominated in European Currency Units ("ECUs"), any day other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or obligated by law, regulation or
executive order to close in either The City of New York or (A) with respect
to Notes denominated in a Specified Currency other than U.S. Dollars, in
the city as specified by Fleet pursuant to the applicable Indenture and (B)
with respect to LIBOR Notes, is also a "London Business Day" or (ii) with
respect to Notes which are denominated in ECUs, any day other than a
Saturday or
<PAGE>
Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or obligated by law, regulation or executive
order to close in either the City of New York or any day 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. "London Business Day" means any day
(i) if the Index Currency as specified on page one 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.
In case an Event of Default (as defined in the Indenture) with respect
to Notes of this series shall occur and be continuing, the principal amount
(or, if the Note is an Original Issue Discount Note, such lesser portion of
the principal amount as may be applicable) of the Notes of this series may
be declared due and payable, in the manner and with the effect provided in
the Indenture. If this Note is an Original Issue Discount Note (as defined
below), in the event of an acceleration of the Maturity hereof, the amount
payable to the Holder of this Note upon such acceleration will be
determined by this Note but will be an amount less than the amount payable
at the Maturity of the principal of this Note. An "Original Issue Discount
Note" is a Note, including any zero-coupon note, which has a stated
redemption price at maturity that exceeds its Issue Price by at least 0.25%
of its principal amount, multiplied by the number of full years from the
Original Issue Date to the Maturity Date for such Note, and any other Note
designated by the Company as issued with original issue discount for United
States Federal income tax purposes.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series
to be affected under the Indenture at any time by the Company with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Outstanding Securities of each series, on
behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this 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 any notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (premium, if any)
and interest on this Note, at the times, places and rate and in the coin or
currency, herein prescribed.
The Notes of this series are issued in fully registered form without
coupons. Notes of this series denominated in U.S. dollars (as indicated on
page one hereof) will be issued in denominations of $1,000 or any
amount in excess thereof which is an integral multiple thereof. Notes of
this series denominated in a Specified Currency other than U.S. dollars (as
indicated on page one hereof) will be issued in the Authorized Denomination
as indicated on page one hereof.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the
Security Register of this series upon surrender of this Note for
registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, State of New York, duly
endorsed by or accompanied by, a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon
a new Note or Notes of this series of authorized denomination and for the
same aggregate principal amount will be issued to the designated transferee
or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
<PAGE>
Prior to due presentment for registration of transfer of this Note,
the Company, the Trustee, and any Agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner of this
Note for all purposes, whether or not this Note be overdue, and neither the
Company nor the Trustee nor any such Agent shall be affected by any notice
to the contrary.
If so specified on page one hereof, this Note will be redeemable at
the Company's option on a date or dates specified prior to maturity at a
price or prices, each set forth on page one hereof, together with accrued
interest to the date of redemption. This Note will not be subject to any
sinking fund. If so redeemable, the Company may redeem this Note either in
whole or from time to time in part, upon not less than 30, nor more than
60, days' notice. If less than all of the Notes with like tenor and terms
are to be redeemed, the Notes to be redeemed shall be selected by the
applicable Note Registrar by such method as such Note Registrar shall deem
fair and appropriate.
The Company may specify that this Note will be repayable at the option
of the Holder on a date or dates specified prior to maturity at a price or
prices set forth on page one hereof, together with accrued interest to the
date of repayment. In order for this Note to be repaid, the Paying Agent
must receive at least 30, but not more than 45, days, prior to the
repayment date (i) this Note with the form entitled "Option to Elect
Repayment" at the end of this Note duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national
securities exchange of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company in the United States of America
setting forth the name of the Holder of this Note, a statement that the
option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid with the form entitled "Option to Elect Repayment"
at the end of this Note duly completed will be received by the Paying Agent
not less than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Exercise of the
repayment option by the Holder of this Note shall be irrevocable. The
repayment option may be exercised by the Holder of this Note for less then
the entire principal amount of this Note provided that the principal amount
of this Note remaining outstanding after repayment is an authorized
denomination.
The Company may at any time purchase this Note at any price in the
open market or otherwise. Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered to the
Trustee for cancellation.
By acceptance of this Note, the holder hereof agrees to be bound by
the provisions of the Indenture. Terms used herein which are defined in
the Indenture shall have the respective meanings assigned thereto in the
Indenture.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by or
on behalf of the Trustee under the Indenture.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION FLEET FINANCIAL GROUP, INC.
This is one of the Securities of
the series provided for under the
within-mentioned Indenture.
By
-----------------------
THE FIRST NATIONAL BANK OF CHICAGO, Chief Executive Officer
as Trustee and President
By By
---------------------------- ------------------------
Authorized Officer Secretary
<PAGE>
[TO BE DELETED IF NOTE ISSUED AS GLOBAL BOOK-ENTRY NOTE]
----------
ABBREVIATIONS
The following abbreviations, when used in the inscription on page one
of this certificate, 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)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
------------------
JT TEN- as joint tenants with right of (State)
survivorship and not as tenant
in common
Additional abbreviations may also be used though not in the above list.
---------
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------------------------------------------
(Name and address of assignee, including zip code,
must be printed or typewritten)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting
and appointing Attorney to transfer
--------------------------
said Note on the books of the within Company, with full power of substitution
in the premises.
Dated:
----------------- --------------------------------
NOTICE: The signature to this assignment
must correspond with the name as it
appears upon page one of the within
Note in every particular, without
alteration or enlargement or any
change whatever and must be guaranteed
by a commercial bank or trust company
having its principal office or a
correspondent in The City of New York
or by a member of the New York Stock
Exchange.
<PAGE>
[TO BE DELETED UNLESS HOLDER HAS OPTION TO ELECT REPAYMENT]
-----------------------------------
REGISTRAR, PAYING AGENTS AND TRANSFER AGENT
REGISTRAR AND PAYING AGENT
(subject to change)
The First National Bank of Chicago
1 North State Street
9th Floor
Chicago, IL 60602
-------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion hereof specified below) pursuant to
its terms at a price equal to the applicable Repayment Price thereof
together with interest to the Repayment Date, to the undersigned
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
: and specify the denomination or denominations (which
- ---------------------
shall be in authorized denominations) of the Notes to be issued to the
Holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid):
----- ----------------------------------------------
- ----------------------------------------------
Date Signature
---------------------- ------------------------
-------------------------------------------
ABBREVIATIONS
The following abbreviations, when used in the instruction on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - Custodian for
-------------------- ------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
------------------------------------
(State)
Additional abbreviations may be used though not in the above list.
__________________________________________________________
Exhibit (4)(d)
REGISTERED REGISTERED
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX
ORIGINAL ISSUE DISCOUNT ("OID") RULES.
THIS NOTE IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK
OR NONBANK SUBSIDIARY OF FLEET FINANCIAL GROUP, INC. AND IS NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.
CUSIP PRINCIPAL AMOUNT: SPECIMEN
NO. KR-SPECIMEN
FLEET FINANCIAL GROUP, INC.
RETAIL MEDIUM-TERM NOTE, SERIES K
SUBORDINATED
Issue Price: % Maturity Date:
Original Issue Date: Index Maturity:
Fixed Rate - Interest Rate: % Total Amount of OID:
--
Floating Rate -
--
Initial Interest Rate: % Yield to Maturity: %
Base Rate: Initial Accrual Period OID:
CD Rate Specified Currency (if other
--
than U.S. dollars):
CMT Rate
--
Designated CMT Telerate Page:
--
Designated CMT Maturity Index:
--
Commercial Paper Rate Option to Receive Payments in
--
Specified Currency (non-U.S.
dollar denominated Note):
Federal Funds Rate
--
<PAGE>
LIBOR
--
Yes No
--- ---
LIBOR Reuters
--
LIBOR Telerate
--
Index Currency:
Prime Rate Place of Payment:
--
Treasury Rate
--
11th District Cost of Funds Rate
--
Other:
--
Spread (+/-):
Spread Multiplier: % Redemption Provisions:
Maximum Interest Rate: %
Minimum Interest Rate: %
Initial Interest Reset Date:
Interest Reset Dates:
Interest Payment Dates: Other Terms:
Interest Determination Dates:
Authorized Denomination
(only if non-U.S. dollar denominated Note):
Calculation Agent:
Interest Payment Period:
Fleet Financial Group. Inc., a Rhode Island corporation (herein
called the "Company", which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises
to pay to , or
registered assigns, the Principal Amount specified above on the Maturity
Date specified above and to pay to the registered holder hereof interest on
said Principal Amount at a rate per annum specified above and upon the
terms provided under either the heading "Fixed Rate Note" or "Floating Rate
Note".
This Note is one of a duly authorized issue of notes of the Company
(herein referred to as the "Notes"), all issued or to be issued in one or
more series under an Indenture, dated as of October 1, 1992, as
supplemented by a First Supplemental Indenture dated as of November 30,
1992 (as supplemented, herein referred to as the
<PAGE>
"Indenture"), between the Company and The First National Bank of Chicago,
as trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder
of the Trustee, the Company and the Holders of the Notes and of the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Notes of this series are limited (except as otherwise provided in the
Indenture) to the aggregate principal amount established from time to time
by the Board of Directors of the Company. The Notes of this series may be
issued at various times with different maturity dates and different
principal repayment provisions, may bear interest at different rates and
may otherwise vary, all as provided in the Indenture. The Notes of this
series may be subject to redemption or entitled to repayment at the option
of the Holder thereof, in both cases upon notice and in accordance with the
provisions of the Indenture and as indicated on page one hereof. The
Company may defease the Notes of this series in accordance with the
provisions of the Indenture.
Upon any distribution of assets of the Company upon dissolution,
winding up, liquidation or reorganization, the payment of the principal of,
premium, if any, and interest on, this Note is to be subordinated in right
of payment to the extent provided in the Indenture to the prior payment in
full of all Senior Indebtedness and Other Financial Obligations of the
Company (each as defined in the Indenture). Each Holder of this Note, by
the acceptance thereof, agrees to and shall be bound by such provisions of
the Indenture.
Provisions Applicable to Fixed Rate Notes Only:
If the "Fixed Rate" line on page one of this Note is checked, the
Company will pay interest on the 15th day of each month during the term of
the Note (each an "Interest Payment Date") and on the Maturity Date or upon
earlier redemption or repayment to the person to whom principal is payable.
Interest shall accrue from the Original Issue Date, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for
on this Note (or any Predecessor Note) to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of redemption or
repayment, as the case may be. Interest on Fixed Rate Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
If any Interest Payment Date or the Maturity Date (or the date of
redemption or repayment) of a Fixed Rate Note falls on a day that is not a
Business Day (defined below), the payment will be made on the next Business
Day as if it were made on the date such payment was due, and no interest
will accrue on the amount so payable for the period from and after such
Interest Payment Date or the Maturity Date (or the date of redemption or
repayment), as the case may be.
Provisions Applicable to Floating Rate Notes Only:
If the "Floating Rate" line on page one of this Note is checked, the
Company will pay interest on the Interest Payment Dates shown on page one
at the Initial Interest Rate shown on page one until the first Interest
Reset Date shown on page one following the Original Issue Date shown above
and thereafter at a rate determined in accordance with the provisions
hereinafter set forth under the headings "Determination of CD Rate",
"Determination of CMT Rate", "Determination of Commercial Paper Rate",
"Determination of Federal Funds Rate", "Determination of LIBOR",
"Determination of Prime Rate", "Determination of Treasury Rate" or
"Determination of 11th District Cost of Funds Rate", depending on whether
the Base Rate is the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate, the 11th
District Cost of Funds Rate or other Base Rate, as indicated on page one.
An interest payment shall be the amount of interest accrued from and
including the Original Issue Date, or from and including the last Interest
Payment Date to which interest has been paid, to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of redemption or
repayment, as the case may be (an "Interest Period"). If the "Maximum
Interest Rate" on page one is checked, the Floating Rate Note is subject to
a maximum limitation on the rate of interest which may accrue during any
Interest Period. If the "Minimum Interest Rate" line is checked, the
Floating Rate Note is subject to a minimum limitation on the rate of
interest which may accrue during any Interest Period.
<PAGE>
If any Interest Payment Date for any Floating Rate Note would fall on
a day that is not a Business Day with respect to such Note, such Interest
Payment Date will be the following day that is a Business Day with respect
to such Note, except that, in the case of a LIBOR Note, if such Business
Day is in the next succeeding calendar month, such Interest Payment Date
will be the immediately preceding day that is a Business Day with respect
to such LIBOR Note. If the Maturity Date (or date of redemption or
repayment) of any Floating Rate Note would fall on a day that is not a
Business Day, the payment of interest and principal (and premium, if any)
may be made on the next succeeding Business Day, and no interest on such
payment will accrue for the period from and after the Maturity Date (or the
date of redemption or repayment).
Commencing with the first Interest Reset Date specified on page one
hereof following the Original Issue Date, the rate at which interest on
this Note is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as shown on page one hereof under "Interest Reset
Dates". The interest rate for each Interest Reset Date shall be the Base
Rate (as shown on page one hereof and described below) applicable to such
Interest Reset Date, plus or minus the Spread (defined below), if any,
and/or multiplied by the Spread Multiplier (defined below), if any (each as
indicated on page one hereof); provided, however, that the interest rate in
effect for the period from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate.
The "Spread" is the number of basis points (one basis point equals
one-hundredth of a percentage point) specified on page one hereof as being
applicable to the interest rate for such Floating Rate Note, and the
"Spread Multiplier" is the percentage specified on page one hereof as being
applicable to the interest rate for such Floating Rate Note. Both a Spread
and/or a Spread Multiplier may be applicable to the Interest Rate for a
particular Floating Rate Note, as set forth on page one hereof.
Each such adjusted rate shall be applicable on and after the Interest
Reset Date to which it relates but not including the next succeeding
Interest Reset Date. If any Interest Reset Date is a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next day
that is a Business Day, except that if the rate of interest on this Note
shall be determined by reference to LIBOR and such Business Day is in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day. Subject to applicable provisions of
law (including usury laws) and except as specified on this Note, on each
Interest Reset Date, the rate of interest on this Note shall be the rate
determined in accordance with the provisions of the applicable heading
below.
With respect to a Floating Rate Note, accrued interest shall be
calculated by multiplying the principal amount of such Floating Rate Note
by an accrued interest factor. Such accrued interest factor will be
computed by adding the interest factors calculated for each day in the
Interest Period or from the last date from which accrued interest is being
calculated. The interest factor for each such day is computed by dividing
the interest rate applicable to such day by 360, in the cases of CD Rate
Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes,
Prime Rate Notes and 11th District Cost of Funds Notes or by the number of
days in the year, in the cases of CMT Rate Notes and Treasury Rate Notes.
The interest rate applicable to any day that is an Interest Reset Date will
be the interest rate effective on such Interest Reset Date. The interest
rate applicable to any other day will be the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial
Interest Rate, as shown on page one).
The "Calculation Date", where applicable, pertaining to an Interest
Determination Date will be the earlier of (i) the tenth calendar day after
such Interest Determination Date or, if any such day is not a Business Day,
the next succeeding Business Day and (ii) the Business Day preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be.
The First National Bank of Chicago shall be the Calculation Agent
unless another Calculation Agent is specified on page one hereof. At the
request of the Holder, the Calculation Agent will provide the interest rate
then in effect and, if determined, the interest rate which will become
effective on the next Interest Reset Date.
Unless otherwise specified on page one hereof, all percentages
resulting from any calculation of the rate of interest on a Floating Rate
Note will be rounded, if necessary, to the nearest one hundred-thousandth
of a percent (.0000001), with five one-millionths of a percentage point
rounded upward, and all dollar amounts used in or
<PAGE>
resulting from such calculation on Floating Rate Notes will be rounded to
the nearest cent (with one-half cent being rounded upward).
Determination of CD Rate. If the Base Rate, as indicated on page one
------------------------
hereof, is, or is calculated by reference to, the CD Rate, unless otherwise
specified on page one hereof, the "CD Rate", with respect to any Interest
Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a "CD Interest
Determination Date") and shall be the rate on such date for negotiable
certificates of deposit having the Index Maturity designated on page one
hereof (the "Index Maturity") as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication ("H.15(519)") under the heading "CDs
(Secondary Market)" or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such CD Interest Determination
Date, then the CD Rate shall be the rate on such CD Interest Determination
Date for negotiable certificates of deposit having the specified Index
Maturity as published by the Federal Reserve Bank of New York in its daily
statistical release, "Composite 3:30 P.M. Quotations for U.S. Government
Securities" or any successor publication ("Composite Quotations") under the
heading "Certificates of Deposit". If such rate is not so published by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate
on such CD Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date, of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United
States money center banks of the highest credit standing (in the market for
negotiable certificates of deposit) with a remaining maturity closest to
the specified Index Maturity in a denomination of U.S. $5,000,000;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD
Rate will be the CD Rate in effect on such CD Interest Determination Date.
CD Rate Notes, like other Notes, are not deposit obligations of a
bank and are not insured by the Federal Deposit Insurance Corporation.
Determination of CMT Rate. If the Base Rate, as indicated on page
-------------------------
one hereof, is, or is calculated by reference to, the CMT Rate, unless
otherwise specified on page one hereof, the "CMT Rate" will be determined
by the Calculation Agent, with respect to any Interest Determination Date
(a "CMT Interest Determination Date"), and shall be the rate displayed on
the Designated CMT Telerate Page 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 for (i)
if the Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052,
the week, or the month, as applicable, ended immediately preceding the week
in which the related CMT Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page, or is not displayed by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as published
in the relevant H.15(519). If such rate is no longer published, or if not
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such CMT Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index
(or other United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Interest Determination Date with respect to such
Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and published
in the relevant H.15(519). If such information is not provided by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate for the CMT Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M. (New York City time) on the CMT Interest Determination Date
reported, according to their written records, by three leading primary
United States government securities dealers (each, a "Reference Dealer") in
The City of New York selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest)),
for the most recently issued direct noncallable fixed rate obligations of
the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to
<PAGE>
maturity of not less than such Designated CMT Maturity Index minus one
year. If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based
on the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M. (New York City time) on the CMT Interest
Determination Date of three Reference Dealers in the city of New York (from
five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of
years that is the next highest to the Designated CMT Maturity Index and a
remaining term to maturity closest to the Designated CMT Maturity Index and
in an amount of at least $100 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 Interest Determination Date. If two
Treasury Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the 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 page one 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 page one 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 page one hereof with respect to which the CMT Rate will be
calculated, If no such maturity is specified, the Designated CMT Maturity
Index shall be two years.
Determination of Commercial Paper Rate. If the Base Rate, as
--------------------------------------
indicated on page one hereof, is, or is calculated by reference to, the
Commercial Paper Rate, unless otherwise specified on page one hereof, the
"Commercial Paper Rate" for each Interest Reset Date will be determined by
the Calculation Agent as of the second Business Day prior to such Interest
Reset Date (a "Commercial Paper Interest Determination Date") and shall be
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity as indicated on page one hereof,
as such rate shall be published in H.15(519) under the heading "Commercial
Paper". In the event that such rate is not published prior to 9:00 A.M.
New York City time on the Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Commercial Paper Interest
Determination Date of the rate for commercial paper of the specified Index
Maturity as published in Composite Quotations under the heading "Commercial
Paper". If by 3:00 P.M. New York City time on such Calculation Date such
rate is not yet published in either H.15(519) or Composite Quotations, then
the Commercial Paper Rate shall be the Money Market Yield of the arithmetic
mean of the offered rates as of 11:00 A.M., New York City time, on that
Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent
for commercial paper having the specified Index Maturity placed for an
industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such Commercial Paper Interest
Determination Date.
<PAGE>
"Money Market Yield" shall be a yield calculated in accordance with
the following formula:
Money Market Yield = D x 360 x 100
--------------
360 - (D x M)
where "D" refers to the 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 Federal Funds Rate. If the Base Rate, as indicated
-----------------------------------
on page one hereof, is, or is calculated by reference to, the Federal Funds
Rate, unless otherwise specified on page one hereof, the "Federal Funds
Rate" with respect to each Interest Reset Date will be determined by the
Calculation Agent as of the second Business Day prior to such Interest
Reset Date (a "Federal Funds Interest Determination Date"), and shall be
the rate on that date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if not so published by 9:00 A.M.,
New York City time, on the Calculation Date pertaining to such Federal
Funds Interest Determination Date, the Federal Funds Rate will be the rate
on such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If such rate
is not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Federal Funds Interest Determination Date, the
Federal Funds Rate for such Federal Funds Reset Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in The City of New York selected by
the Calculation Agent as of 9:00 A.M., New York City time, on such Federal
Funds Interest Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Federal Funds Rate will be the Federal Funds Rate in
effect on such Federal Funds Interest Determination Date.
Determination of LIBOR. If the Base Rate, as indicated on page one
----------------------
hereof, is, or is calculated by reference to, LIBOR, unless otherwise
specified on page one hereof, "LIBOR" for each Interest Reset Date will be
determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date relating to a LIBOR
Note or any Floating Rate Note for which the interest rate is determined
with reference to LIBOR (a "LIBOR" Interest Determination Date"), LIBOR
will be either: (a) if "LIBOR Reuters" is specified on page one hereof,
the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page by its terms provides only for a single rate, in
which case such single rate shall be used) for deposits in the Index
Currency having the Index Maturity designated on page one hereof,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date, that appear on the Designated LIBOR
Page specified on page one hereof, 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, or (b) if "LIBOR Telerate" is specified on page
one hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified as the method for calculating LIBOR, the rate for deposits in
the Index Currency having the Index Maturity designated on page one
hereof, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date that appears on the
Designated LIBOR Page specified on page one hereof as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If fewer than
two such offered rates appear, or if no such rate appears, as
applicable, LIBOR in respect of the related LIBOR Interest Determination
Date will be determined in accordance with 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 designated on page one hereof, 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.,
<PAGE>
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 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 designated on page one 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 will be LIBOR in effect on such LIBOR Interest
Determination Date.
"Index Currency" means the currency (including composite currencies)
specified on page one hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on page one hereof, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
specified on page one hereof, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency, or (b) if "LIBOR Telerate"
is specified on page one hereof or neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified as the method for calculating LIBOR, the display on
the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency.
"Principal Financial Center" will generally be the capital city of the
country of 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 Luxembourg, respectively.
Determination of Prime Rate. If the Base Rate, as indicated on page
---------------------------
one hereof, is, or is calculated by reference to, the Prime Rate, unless
otherwise specified on page one hereof, the "Prime Rate" with respect to
each Interest Reset Date will be determined by the Calculation Agent as of
the second Business Day prior to such Interest Reset Date (a "Prime
Interest Determination Date") and shall be the rate set forth on such date
in H.15(519) under the heading "Bank Prime Loan", or if not so published
prior to 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Prime Interest Determination Date, then the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the
Reuters Screen USPRIME1 Page (as defined below) as such bank's prime rate
or base lending rates as in effect for that Prime Interest Determination
Date. If fewer than four such rates but more than one such rate appear on
the Reuters Screen USPRIME1 Page for the Prime Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and will be the
arithmetic mean of the prime rate quoted on the basis of the actual number
of days in the year divided by a 360-day year as of the close of business
on such Prime Interest Determination Date by four major money center banks
in The City of New York selected by the Calculation Agent from a list
approved by the Company. If fewer than two such rates appear on the
Reuters Screen USPRIME1 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 the appropriate number of 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. $500,000,000
and being subject to supervision or examination by Federal or State
authority, selected by the Calculation Agent from a list approved by the
Company to provide such rate or rates; provided, however, that if the banks
selected as aforesaid are not quoting as mentioned in this sentence, the
Prime Rate will be the Prime Rate in effect on such Prime Interest
Determination Date. "Reuters Screen USPRIME1 Page" means the display
designated as page "USPRIME1" on the Reuters Monitor Money Rates Service
(or such other page as may replace the USPRIME1 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 the Base Rate, as indicated on
------------------------------
page one hereof, is, or is calculated by reference to the Treasury Rate,
<PAGE>
unless otherwise specified on page one hereof, the "Treasury Rate" for each
Interest Reset Date will be the rate for the auction held on the Treasury
Rate Determination Date (as hereinafter defined) of direct obligations of
the United States ("Treasury bills") having the Index Maturity, as
indicated on page one hereof, as published in H.15(519) under the heading,
"U.S. Government Securities - Treasury Bills - Auction Average
(Investment)", or, if not so published by 9:00 A.M., New York City time, on
the Calculation Date pertaining to such Treasury Rate Determination Date,
the auction average rate (expressed as a bond equivalent yield, rounded to
the nearest one one-hundredth of a percent, with five one-thousandths of a
percent rounded upward, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as announced by the United States
Department of the Treasury. In the event that the results of the auction
of Treasury bills having the applicable Index Maturity designated on page
one hereof are not published or reported as provided above by 3:00 P.M.,
New York City time, on such Calculation Date or if no such auction is held
on such Treasury Rate Determination Date, then the Treasury Rate shall be
calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent yield, rounded to the nearest one one-
hundredth of a percent, with five one-thousandths of a percent rounded
upward, 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 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 specified
Index Maturity; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate for such Interest Reset Date will be the
Treasury Rate in effect on such Treasury Rate Determination Date.
The "Treasury Rate Determination Date" for any Interest Reset Date
will be the day of the week in which such Interest Reset Date falls on
which Treasury bills would normally be auctioned, but in no event shall the
Treasury Rate Determination Date be after the related Interest Reset Date.
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 such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding
week. If no auction is held in any week (or on the preceding Friday), the
Treasury Rate Determination Date shall be the Monday of the week in which
the Interest Reset Date falls.
Determination of 11th District Cost of Funds Rate. If the Base Rate,
-------------------------------------------------
as indicated on page one hereof, is, or is calculated with reference to,
the 11th District Cost of Funds Rate, unless otherwise specified on page
one hereof, the "11th District Cost of Funds Rate", with respect to any
related Interest Determination Date, will be determined by the Calculation
Agent and shall be the rate equal to the monthly weighted average cost of
funds for the calendar month immediately preceding the month in which such
Interest Determination Date falls, as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Interest Determination Date. If such rate does not appear on Telerate
Page 7058 on any related Interest Determination Date, the 11th District
Cost of Funds Rate for such Interest Determination Date shall be the
monthly weighted average cost of funds paid by member institutions of the
11th Federal Home Loan Bank District that was most recently announced (the
"11th District Cost of Funds Index") by the Federal Home Loan Bank of San
Francisco (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 Interest Determination Date, then the 11th
District Cost of Funds Rate determined as of such Interest Determination
Date will be the 11th District Cost of Funds Rate in effect on such
Interest Determination Date.
<PAGE>
Provisions Applicable to Both Fixed Rate Notes and Floating Rate Notes:
The interest so payable on any Interest Payment Date will, subject to
certain exceptions in the Indenture hereinafter referred to, be paid to the
person in whose name this Note is registered at the close of business on
the Regular Record Date immediately preceding such Interest Payment Date
or, if the Interest Payment Date is a Maturity Date or date of redemption
or repayment, to the person in whose name this Note is registered at the
close of business on the Maturity Date or date of redemption or repayment;
provided, however, that if the Original Issue Date is between a Regular
Record Date and an Interest Payment Date or on an Interest Payment Date,
interest for the period from and including the Original Issue Date to, but
excluding, the Interest Payment Date relating to such Regular Record Date
shall be paid on the next succeeding Interest Payment Date to the person in
whose name this Note is registered on the close of business on the Regular
Record Date preceding such Interest Payment Date. The "Regular Record
Date" with respect to any Interest Payment Date for Floating Rate Notes
shall be the date 15 calendar days immediately preceding such Interest
Payment Date, and for Fixed Rate Notes shall be the April 15 and October 15
next preceding such Interest Payment Date, whether or not such date shall
be a Business Day.
This Note may be presented for payment of principal and interest in
the Specified Currency at the office or agency of the Company maintained
for such purpose in the Place of Payment as indicated above, provided,
however, that payments of interest may be made at the option of the Company
by check mailed to the address of such person entitled thereto as such
address shall appear on the Security Register of this series, except for
interest payable at the Maturity Date or upon earlier redemption or
repayment which will be made in immediately available funds upon surrender
of this Note. Payments of principal (and premium, if any) and interest, if
payable in a currency other than U.S. dollars, will be made from an account
at a bank outside the United States.
Principal (and premium, if any) and interest will be paid by the
Company in U.S. dollars based on an Exchange Rate (as defined in the
Indenture), even if this Note is denominated in a Specified Currency other
than U.S. dollars; provided, however, that if permitted as indicated on
page one hereof, at the written request of the Holder, made not later than
the Regular Record Date or Special Record Date, as the case may be,
immediately preceding the applicable Interest Payment Date or the fifteenth
day immediately preceding the Maturity Date or date of redemption or
repayment, as the case may be, and pursuant to the terms of the Indenture,
payments of principal (and premium, if any) and interest in respect of a
Note denominated in a Specified Currency other than U.S. dollars shall be
paid in the Specified Currency and otherwise pursuant to the terms of the
Indenture, and any costs associated with such conversion will be borne by
the Holder. If this Note is denominated in a Specified Currency other then
U.S. dollars on page one hereof, the amount of U.S. dollar payment will be
determined by a New York clearing house bank designated by the Company (the
"Exchange Rate Agent") based on the quotation for such Specified Currency
appearing at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable date of payment, on the bank
composite or multi-contributor pages of the Reuters Monitor Foreign
Exchange Service (or, if such service is not then available to the Exchange
Rate Agent, the Telerate Monitor Foreign Exchange Service or, if neither is
available, on a comparable display or in a comparable manner as the Company
and the Exchange Rate Agent shall agree), bid by one of at least three
banks (one of which may be the Exchange Rate Agent) agreed to by the
Company and the Exchange Rate Agent, which will yield the largest number of
U.S. dollars upon conversion from such Specified Currency. If fewer than
three bids are available, then such conversion will be based on the Market
Exchange Rate (as defined below) as of the second Business Day preceding
the applicable payment date or, if the Market Exchange Rate for such date
is not available, as of the most recent date on which the Market Exchange
Rate is available. If the principal of, or interest on this Note is
payable in a Specified Currency other than U.S. dollars (whether by reason
of the unavailability of such quotations or through an election by a
Holder) and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to Holders of this Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the
second Business Day prior to such payment date, if available, and if not so
available, the exchange rate determined in the following order: first, by
the most recently available Market Exchange Rate; second by the quotations
of three (or if three are not available, then two) recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) selected by
the Exchange Rate Agent and the Company in The City of New York or in the
<PAGE>
foreign country of issue of such currency, and third, by such other
quotations as the Company deems appropriate. If the Specified Currency is
a composite currency, payments will be an amount determined by the Exchange
Rate Agent by adding the results obtained by multiplying the number of
units of each component currency of such composite currency, as of the most
recent day on which such composite currency was used, by the most recently
available Market Exchange Rate for such component currency. Any Payment
made under the circumstances described above, where the required payment is
in a Specified Currency other than U.S. dollars or any payment made in the
Specified Currency, will not constitute an Event of Default under the
Indenture. "Market Exchange Rate" means the noon buying rate for cable
transfers in New York City as determined by the Federal Reserve Bank of New
York for such Specified Currency.
"Business Day" means (i) with respect to Notes which are not
denominated in European Currency Units ("ECUs"), any day other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or obligated by law, regulation or
executive order to close in either The City of New York or (A) with respect
to Notes denominated in a Specified Currency other than U.S. Dollars, in
the city as specified by Fleet pursuant to the applicable Indenture and (B)
with respect to LIBOR Notes, is also a "London Business Day" or (ii) with
respect to Notes which are denominated in ECUs, any day other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or obligated by law, regulation or
executive order to close in either the City of New York or any day 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. "London Business Day" means any
day (i) if the Index Currency as specified on page one 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.
In case an Event of Default (as defined in the Indenture) with respect
to Notes of this series shall occur and be continuing, the principal amount
(or, if the Note is an Original Issue Discount Note, such lesser portion of
the principal amount as may be applicable) of the Notes of this series may
be declared due and payable, in the manner and with the effect provided in
the Indenture. If this Note is an Original Issue Discount Note (as defined
below), in the event of an acceleration of the Maturity hereof, the amount
payable to the Holder of this Note upon such acceleration will be
determined by this Note but will be an amount less than the amount payable
at the Maturity of the principal of this Note. An "Original Issue Discount
Note" is a Note, including any zero-coupon note, which has a stated
redemption price at maturity that exceeds its Issue Price by at least 0.25%
of its principal amount, multiplied by the number of full years from the
Original Issue Date to the Maturity Date for such Note, and any other Note
designated by the Company as issued with original issue discount for United
States Federal income tax purposes.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series
to be affected under the Indenture at any time by the Company with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Outstanding Securities of each series, on
behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this 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 any notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (premium, if any)
and interest on this Note, at the times, places and rate and in the coin or
currency, herein prescribed.
The Notes of this series are issued in fully registered form without
coupons. Notes of this series denominated in U.S. dollars (as indicated on
page one hereof) will be issued in denominations of $1,000 or any
<PAGE>
amount in excess thereof which is an integral multiple thereof. Notes of
this series denominated in a Specified Currency other than U.S. dollars (as
indicated on page one hereof) will be issued in the Authorized Denomination
as indicated on page one hereof.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the
Security Register of this series upon surrender of this Note for
registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, State of New York, duly
endorsed by or accompanied by, a written instrument of transfer in form
satisfactory to the Company and the Security Registrar, duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon
a new Note or Notes of this series of authorized denomination and for the
same aggregate principal amount will be issued to the designated transferee
or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note,
the Company, the Trustee, and any Agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner of this
Note for all purposes, whether or not this Note be overdue, and neither the
Company nor the Trustee nor any such Agent shall be affected by any notice
to the contrary.
If so specified on page one hereof, this Note will be redeemable at
the Company's option on a date or dates specified prior to maturity at a
price or prices, each set forth on page one hereof, together with accrued
interest to the date of redemption. This Note will not be subject to any
sinking fund. If so redeemable, the Company may redeem this Note either in
whole or from time to time in part, upon not less than 30, nor more than
60, days' notice. If less than all of the Notes with like tenor and terms
are to be redeemed, the Notes to be redeemed shall be selected by the
applicable Note Registrar by such method as such Note Registrar shall deem
fair and appropriate.
The Company may specify that this Note will be repayable at the option
of the Holder on a date or dates specified prior to maturity at a price or
prices set forth on page one hereof, together with accrued interest to the
date of repayment. In order for this Note to be repaid, the Paying Agent
must receive at least 30, but not more than 45, days, prior to the
repayment date (i) this Note with the form entitled "Option to Elect
Repayment" at the end of this Note duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national
securities exchange of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company in the United States of America
setting forth the name of the Holder of this Note, a statement that the
option to elect repayment is being exercised thereby and a guarantee that
this Note to be repaid with the form entitled "Option to Elect Repayment"
at the end of this Note duly completed will be received by the Paying Agent
not less than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and such Note and form duly completed are
received by the Paying Agent by such fifth Business Day. Exercise of the
repayment option by the Holder of this Note shall be irrevocable. The
repayment option may be exercised by the Holder of this Note for less then
the entire principal amount of this Note provided that the principal amount
of this Note remaining outstanding after repayment is an authorized
denomination.
The Company may at any time purchase this Note at any price in the
open market or otherwise. Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered to the
Trustee for cancellation.
By acceptance of this Note, the holder hereof agrees to be bound by
the provisions of the Indenture. Terms used herein which are defined in
the Indenture shall have the respective meanings assigned thereto in the
Indenture.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by or
on behalf of the Trustee under the Indenture.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION FLEET FINANCIAL GROUP, INC.
This is one of the Securities of
the series provided for under the
within-mentioned Indenture.
By
-----------------------
THE FIRST NATIONAL BANK OF CHICAGO, Chief Executive Officer
as Trustee and President
By By
---------------------------- -----------------------
Authorized Officer Secretary
<PAGE>
[TO BE DELETED IF NOTE ISSUED AS GLOBAL BOOK-ENTRY NOTE]
----------
ABBREVIATIONS
The following abbreviations, when used in the inscription on page one
of this certificate, 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)
TEN ENT - as tenants by the entireties under Uniform
Gifts to Minors Act
-----------------
JT TEN- as joint tenants with right of (State)
survivorship and not as tenant
in common
Additional abbreviations may also be used though not in the above list.
--------
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------------------------------------------
(Name and address of assignee, including zip code,
must be printed or typewritten)
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting
and appointing Attorney to transfer
----------------------------------
said Note on the books of the within Company,
with full power of substitution in the premises.
Dated:
---------------- ----------------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as it
appears upon page one of the within
Note in every particular, without
alteration or enlargement or any
change whatever and must be
guaranteed by a commercial bank or
trust company having its principal
office or a correspondent in The
City of New York or by a member of
the New York Stock Exchange.
<PAGE>
[TO BE DELETED UNLESS HOLDER HAS OPTION TO ELECT REPAYMENT]
--------------------------
REGISTRAR, PAYING AGENTS AND TRANSFER AGENT
REGISTRAR AND PAYING AGENT
(subject to change)
The First National Bank of Chicago
1 North State Street
9th Floor
Chicago, IL 60602
--------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion hereof specified below) pursuant to
its terms at a price equal to the applicable Repayment Price thereof
together with interest to the Repayment Date, to the undersigned
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
: and specify the denomination or denominations (which
- ---------------------
shall be in authorized denominations) of the Notes to be issued to the
Holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid):
---------------------------------------------------
- ----------------------------------------------
Date Signature
---------------------- ---------
---------------------------------------
ABBREVIATIONS
The following abbreviations, when used in the instruction on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - Custodian for
-------------------- -------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
----------------------------------
(State)
Additional abbreviations may be used though not in the above list.
--------------------------------------------------------------
Exhibit 5
March 29, 1996
Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110
Dear Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the
"Registration Statement") filed by Fleet Financial Group, Inc. (the
"Company") with the Securities and Exchange Commission on February 2, 1996,
as amended by Amendment No. 1 filed on March 15, 1996 and Amendment No. 2
filed on March 22, 1996 in connection with the registration under the
Securities Act of 1933, as amended, of Securities having a public offering
price of up to an aggregate of $1,488,400,000 (or the equivalent thereof if
any of the securities are denominated in a foreign currency or a foreign
currency unit, such as European Currency Units ("ECU")) pursuant to an
offering to be made on a continuous or delayed basis pursuant to the
provisions of Rule 415.
We are rendering this opinion in connection with the sale by the
Company of up to $1,313,400,000 principal amount of the Company's Senior
Medium-Term Notes, Series J and Subordinated Medium-Term Notes, Series K,
including $300,000,000 principal amount of Senior Retail Medium-Term Notes,
Series J and Subordinated Retail Medium-Term Notes, Series K (collectively,
the "Notes"),
We have served as counsel for the Company and, as such, assisted in
the organization thereof under the laws of the State of Rhode Island and
are familiar with all corporate proceedings since its organization. We
have examined the following documents and records:
(1) The Restated Articles of Incorporation of the Company, as
amended;
(2) The By-Laws of the Company;
(3) The Final Prospectus;
(4) The Indenture dated as of October 1, 1992 (the "Senior
Indenture"), by and between the Company and The First National
Bank of Chicago, as trustee (the "Trustee"), providing for the
issuance of Notes which constitute senior securities;
(5) The Indenture dated as of October 1, 1992, as amended by a
First Supplemental Indenture dated November 30, 1992 (the
"Subordinated Indenture" and together with the Senior Indenture,
the "Indentures"), by and between the Company and the
<PAGE>
Trustee, providing for the issuance of Notes which constitute
subordinated securities;
(6) Specimen Certificates of the Notes.
(7) The Distribution Agreement between the Company and Fleet National
Bank, pursuant to which the Notes will be issued; and
(8) All corporate minutes and proceedings of the Company relating to
the issuance of the Notes.
We have also examined such further documents, records and proceedings
as we have deemed pertinent in connection with the issuance of said
Securities. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the completeness and
authenticity of all documents submitted to us as originals, and the
conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies, and the validity of all laws and
regulations. We have assumed that the Notes are duly executed and
delivered in substantially the forms reviewed by us.
We are qualified to practice law in the State of Rhode Island and we
do not purport to express any opinion herein concerning any law other than
the laws of the State of Rhode Island and the federal law of the United
States.
Based upon such examination, it is our opinion that the Notes when
issued and paid for, will be legally issued, fully paid and non-assessable.
V. Duncan Johnson, a partner of Edwards & Angell, is a director of
Fleet National Bank, Fleet Bank, National Association and Fleet Bank of
Massachusetts, National Association, wholly-owned subsidiaries of the Company,
and beneficially owns 4,052 shares of Common Stock of the Company.
We consent to the use of this opinion as an exhibit to the Form 8-K
filed to report the issuance of the Securities.
Very truly yours,
/s/ EDWARDS & ANGELL
--------------------------
Edwards & Angell
