<PAGE> 1
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
THE SENIOR NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK SUBSIDIARY OF FLEETBOSTON FINANCIAL CORPORATION AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY
OTHER GOVERNMENT AGENCY.
REGISTERED REGISTERED
NUMBER R-SPECIMEN SPECIMEN
FLEETBOSTON FINANCIAL CORPORATION
7.25% SENIOR NOTES DUE 2005
CUSIP: 339030 AB 4
FLEETBOSTON FINANCIAL CORPORATION, a Rhode Island corporation
(hereinafter called the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
SPECIMEN on September 15, 2005, and to pay interest thereon from September 15,
2000, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on the 15th day of March and
September in each year, commencing March 15, 2001, at the rate of 7.25% per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Senior Note (or one or more Predecessor Senior Notes) is registered at
the close of business on the first day of March and the first day of September,
respectively, in each year; provided, however, that in case of a Senior Note
originally issued between a Regular Record Date and the Interest Payment Date or
on an Interest Payment Date relating to such Regular Record Date, interest for
the period beginning on the date of issue and ending on such Interest Payment
Date shall be paid on the next succeeding Interest Payment Date to the Person in
whose name this Senior Note (or one or more Predecessor Senior Notes) is
registered at the close of business on the Regular Record Date with respect to
such succeeding Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Senior Note (or one or more Predecessor Senior Notes) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of Senior
Notes of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Senior Notes of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Interest will be computed on the basis of
a 360-day year consisting of twelve 30-day months.
Payment of the principal of (and premium, if any) and any such interest
on this Senior Note will be made at the offices or agencies of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or in The City of Boston, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check drawn upon any Paying Agent and mailed on or prior
to an Interest Payment Date to the address of the Person entitled thereto as
such address shall appear in the Security Register.
This Senior Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued under an
Indenture dated as of December 6, 1999 (the "Indenture"), between the Company
and The Bank of New York (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 of the Company, the Trustee and the Holders of the Securities, and the
terms upon which the Securities are, and are to be, authenticated and delivered.
This Senior Note is one of a series of Senior Notes of the Company designated as
its 7.25% Senior Notes due 2005 (herein called the "Senior Notes"), initially
limited in aggregate principal amount to $1,500,000,000.
Each Holder of the Senior Notes, by the acceptance thereof, agrees to
and shall be bound by such provisions of the Indenture. Except as described in
the following sentence, the Senior Notes may not be redeemed prior to maturity.
If, as a result of any change in, or amendment to, the laws (or any regulations
or rulings promulgated under the laws) of the United States (or any political
subdivision or taxing authority of or in the United States), or any change in,
or amendments to, an official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after September 12, 2000, the Company
becomes or, based upon a written opinion of independent counsel selected by the
Company, will become obligated to pay Additional Amounts (as defined below) with
respect to the Senior Notes, then the Company may at its option redeem, in
whole, but not in part, the Senior Notes on not less than 30 nor more than 60
days prior notice, at a redemption price equal to 100% of the principal amount
thereof, together with interest accrued but unpaid on such Senior Notes to the
date fixed for redemption.
<PAGE> 2
Subject to the exceptions and limitations set forth below, the Company
will pay as additional interest on this Senior Note additional amounts
("Additional Amounts") so that the net payment of the principal of and interest
on this Senior Note to a holder who is not a United States person (as defined
below), after deduction for any present or future tax, assessment or other
governmental charge of the United States or a political subdivision or taxing
authority of or in the United States, imposed by withholding with respect to the
payment, will not be less than the amount that would have been payable had no
withholding or deduction been required. The Company's obligations to pay
additional amounts shall not apply: (1) to any tax, assessment or other
governmental charge that is imposed or withheld solely by reason of the holder,
or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the
holder is an estate, trust, partnership or corporation, or a person holding a
power over an estate or trust administered by a fiduciary holder, being
considered as: (a) being or having been present or engaged in a trade or
business in the United States or having had a permanent establishment in the
United States; (b) having a current or former relationship with the United
States, including a relationship as a citizen or resident of the United States;
(c) being or having been a foreign or domestic personal holding company, a
passive foreign investment company or a controlled foreign corporation with
respect to the United States or a corporation that has accumulated earnings to
avoid United States federal income tax; (d) being or having been a "10-percent
shareholder" of the Company as defined in Section 871(h)(3) of the United States
Internal Revenue Code or any successor provision; or (e) being a bank receiving
payments on an extension of credit made pursuant to a loan agreement entered
into the ordinary course its trade or business; (2) to any holder that is not
the sole beneficial owner of this Senior Note, or a portion of this Senior Note,
or that is a fiduciary or partnership, but only to the extent that a beneficiary
or settlor with respect to the fiduciary, a beneficial owner or member of the
partnership would not have been entitled to the payment of an Additional Amount
had the beneficiary, settlor, beneficial owner or member received directly its
beneficial or distributive share of the payment; (3) to any tax, assessment or
other governmental charge that is imposed or otherwise withheld solely by reason
of a failure of the holder or any other person to comply with certification,
identification or information reporting requirements concerning the nationality,
residence, identity or connection with the United States of the holder or
beneficial owner of the Senior Notes, if compliance is required by statute, by
regulation of the United States Treasury Department or by an applicable income
tax treaty to which the United States is a party as a precondition to exemption
from such tax, assessment or other governmental charge; (4) to any tax,
assessment or other governmental charge that is imposed otherwise than by
withholding by the Company or a paying agent from the payment; (5) to any tax,
assessment or other governmental charge that is imposed or withheld solely by
reason of a change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 15 days after the payment
becomes due or is duly provided for, whichever occurs later; (6) to any estate,
inheritance, gift, sales, excise, transfer, wealth or personal property tax or
similar tax, assessment or other governmental charge; (7) to any tax, assessment
or other governmental charge required to be withheld by any paying agent from
any payment of principal of or interest on this Senior Note, if such payment can
be made without such withholding by any other paying agent; or (8) in the case
of any combination of items (1), (2), (3), (4), (5), (6) and (7). As used
herein, the term "United States" means the United States of America (including
the states and the District of Columbia) and its territories, possessions and
other areas subject to its jurisdiction, "United States person" means any
individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States, any state of the United States or the District of Columbia (other
than a partnership that is not treated as a United States person under any
applicable Treasury regulations), any estate the income of which is subject to
United States federal income taxation regardless of its source, or any trust if
a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in the applicable Treasury
regulations, certain trusts in existence on August 20, 1996, and treated as
United States persons prior to such date that elect to continue to be treated as
United States persons will also be United States persons.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Senior Note may be registered in the
Security Register of the Company upon surrender of this Senior Note for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Senior Note
are payable, duly endorsed by, or accompanied by, a written instrument of
transfer in form satisfactory to the Company, duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Senior Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Senior Notes are issuable only as registered Senior Notes without
coupons in denominations of $1,000 and integral multiples of $1,000. As provided
in the Indenture, and subject to certain limitations set forth therein, this
Senior Note is exchangeable for a like aggregate principal amount of Senior
Notes of different authorized denominations, as requested by the Holder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Senior
Note, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Senior Note is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Senior Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Senior Notes shall occur and
be continuing, the principal hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the trustee under
each series to be affected with the consent of the Holders of 66 2/3% in
principal amount of the Outstanding Securities of each series to be
<PAGE> 3
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Outstanding
Securities of any 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 Senior Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Senior Note and
of any Senior Notes issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Senior Note.
No reference herein to the Indenture and no provision of this Senior
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest, if any, on this Senior Note at the times, place and rate, and
in the coin and currency, herein prescribed.
The Indenture and this Senior Note are governed by and will be
construed in accordance with the laws of the State of New York, without regard
to conflicts of laws principles of that state. The courts of the State of New
York and the United States District Court located in the Borough of Manhattan in
New York will have jurisdiction to hear and determine any suit, action or
proceedings, and to settle any disputes, which may arise out of or in connection
with this Senior Note.
All terms used in this Senior Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee, directly or through an authenticating agent, by the manual
signature of an authorized officer, this Senior Notes shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
<PAGE> 4
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: September 15, 2000
TRUSTEE'S CERTIFICATE OF AUTHENTICATION FLEETBOSTON FINANCIAL CORPORATION
This is one of the Securities of
the series provided for under the
within-mentioned Indenture.
By /s/ Terry Murray
------------------------------
Chairman and Chief
Executive Officer
The Bank of New York,
as Trustee
By By /s/ William C. Mutterperl
------------------------------------ -------------------------------
Authorized Officer Secretary
<PAGE> 5
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 Senior Note, and all rights thereunder, hereby irrevocably
constituting and appointing
--------------------------------------------------------------------------------
Attorney to transfer said Senior 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 the face of the
within or attached Senior Note in
every particular, without
alteration or enlargement or any
change whatever.
