Not F Borrowings Borrowings as of December 31, 2002 and 2001 were as follows: SENIOR NOTES Senior and Subordinated Global Bank Note Program Bank Notes INTEREST-BEARING DEPOSITS Mandatory Convertible Securities As of December 31, 2002, the Company had $17.3 billion in interest-bearing deposits of which $7.2 billion represents large denomination certificates of $100 thousand or more, with original maturities of up to ten years. During 2001, the Bank issued a $1.3 billion five-year fixed rate bank note and a $750.0 million three-year fixed rate senior note under the Senior and Subordinated Global Bank Note Program. The Senior and Subordinated Global Bank Note Program gives the Bank the ability to issue securities to both U.S. and non-U.S. lenders and to raise funds in foreign currencies. The Senior and Subordinated Global Bank Note Program has a total capacity of $5.0 billion of which $2.7 billion and $3.0 billion was outstanding at December 31, 2002 and 2001, respectively. In January 2003, the Bank increased its capacity under the Senior and Subordinated Global Bank Note Program to $8.0 billion. Prior to the establishment of the Senior and Subordinated Global Bank Note Program, the Bank issued senior unsecured debt through its $8.0 billion Senior Domestic Bank Note Program, of which $1.3 billion and $1.8 billion was outstanding at December 31, 2002 and 2001, respectively. During 2001, the Bank did not renew the Senior Domestic Bank Note Program for future issuances.  In July 2002, the Company repurchased senior bank notes in the amount of $230.4 million, which resulted in a pre-tax gain of $27.0 million.  In April 2002, the Company completed a public offering of mandatory convertible debt securities (the “Upper Decs ® ”), that resulted in net proceeds of approximately $725.1 million. The net proceeds were used for general corporate purposes. Each Upper Dec ® initially consists of and represents (i) a senior note due May 17, 2007 with a principal amount of $50, on which the Company will pay interest quarterly at the initial annual rate of 6.25%, and (ii) a forward purchase contract pursuant to which the holder has agreed to purchase, for $50, shares of the Company’s common stock on May 17, 2005 (or earlier under certain conditions), with such number of shares to be determined based upon the average closing price per share of the Company’s common stock for 20 consecutive trading days ending on the third trading day immediately preceding the stock purchase date at a minimum per share price of $63.91 and a maximum per share price of $78.61. The senior notes will initially be pledged to secure the holder’s obligations under the forward purchase contracts. Each holder of an Upper Dec ® may elect to withdraw the pledged senior notes or treasury securities underlying 59 2002 2001 Weighted Weighted Average Average Outstanding Rate Outstanding Rate Interest-bearing deposits $ 17,325,965 4.65% $ 12,838,968 5.34% Senior notes Bank- fixed rate $ 3,723,200 7.00% $ 4,454,041 6.96% Bank- variable rate 275,000 2.31 332,000 3.45 Mandatory convertible securities 718,278 6.25 - - Corporation 849,137 7.75 549,188 7.20 Total $ 5,565,615 $ 5,335,229 Other borrowings Secured borrowings $ 4,814,030 3.41% $ 3,013,418 4.62% Junior subordinated capital income securities 98,950 3.26 98,693 3.78 Federal funds purchased and resale agreements 554,887 1.26 434,024 1.91 Other short-term borrowings 897,208 2.09 449,393 2.29 Total $ 6,365,075 $ 3,995,528