EXHIBIT 4.1
[FORM OF SUBORDINATED NOTE]
REGISTERED
NUMBER R______ CUSIP 638585 AJ 8
THIS NOTE IS NOT A SAVINGS ACCOUNT
OR DEPOSIT OF THE COMPANY OR ANY
BANKING SUBSIDIARY THEREOF, IS NOT
AN OBLIGATION OF OR GUARANTEED BY
ANY BANKING OR NONBANKING AFFILIATE
OF THE COMPANY, IS NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT
AGENCY AND INVOLVES INVESTMENT
RISKS, INCLUDING POSSIBLE LOSS
OF PRINCIPAL.
SEE REVERSE FOR CERTAIN DEFINITIONS
NATIONSBANK CORPORATION
7 3/4% SUBORDINATED NOTE, DUE 2004
NATIONSBANK CORPORATION, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Company," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to ________
_______________________________________________________________
______________________________________________________________,
or registered assigns, the principal sum of
_________________________ DOLLARS on August 15, 2004, and to pay
interest on said principal sum, semi-annually on February 15 and
August 15 of each year, at the rate of 7 3/4% per annum, from the
February 15 or August 15, as the case may be, next preceding the
date of this Note to which interest has been paid, unless the
date hereof is a date to which interest has been paid, in which
case from the date of this Note, or unless no interest has been
paid on the Notes, in which case from August 8, 1994, until
payment of such principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after a
record date for the Notes (which shall be the close of business
on the last day of the calendar month next preceding an interest
payment date) and before the next succeeding interest payment
date, this Note shall bear interest from such interest payment
date; provided, however, that if the Company shall default in the
payment of interest due on such interest payment date, then this
Note shall bear interest from the next preceding interest payment
date to which interest has been paid, or, if no interest has been
paid on the Notes from August 8, 1994. The interest so payable,
and punctually paid or duly provided for, on any interest payment
date will, as provided in such Indenture, be paid to the person
in whose name this Note (or one or more predecessor Notes
evidencing all or a portion of the same debt as this Note) is
registered at the close of business on the record date for such
interest payment date. The principal of and interest on this
Note are payable 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, at the office or agency of the Company
in Atlanta, Georgia or such other places that the Company shall
designate as provided in such Indenture; provided, however, that
interest may be paid, at the option of the Company, by check
mailed to the person entitled thereto at his address last
appearing on the registry books of the Company relating to the
Notes. Any interest not punctually paid or duly provided for
shall be payable as provided in such Indenture.
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as
though fully set forth at this place.
Unless the certificate of authentication hereon has been duly
executed by manual signature, this Note shall not be entitled to
any benefit under such Indenture, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by manual or facsimile signature under its
corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION,
Attest:
/S/ J. W. Kiser By: /S/ Hugh L. McColl
__________________________ ______________________
Secretary Chairman of the Board
[CORPORATE SEAL]
Dated
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee,
By:_______________________
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, as
Authenticating Agent
By:_______________________
Authorized Officer
[Reverse Side of Note]
NATIONSBANK CORPORATION
7 3/4% SUBORDINATED NOTE, DUE 2004
This Note is one of a duly authorized issue of Securities of
the Company designated as its 7 3/4% Subordinated Notes, due 2004
(herein called the "Notes"), limited in aggregate principal
amount to $300,000,000, issued and to be issued under an
Indenture dated as of November 1, 1992, as amended and
supplemented by the First Supplemental Indenture dated as of July
1, 1993 (herein called 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 thereunder
of the Company, the Trustee and the holders of the Notes, and the
terms upon which the Notes are, and are to be, authenticated and
delivered. NationsBank of Georgia, National Association,
initially has been appointed Registrar, Authenticating and Paying
Agent in connection with the Notes.
The indebtedness of the Company evidenced by the Notes,
including the principal thereof and interest thereon, is, to the
extent and in the manner set forth in the Indenture, subordinate
and junior in right of payment to its obligations to holders of
Senior Indebtedness, as defined in the Indenture, and each holder
of the Notes, by the acceptance thereof, agrees to and shall be
bound by such provisions of the Indenture.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Company relating to the
Notes, upon surrender of this Note for registration of transfer
at the office or agency of the Company designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the registered holder hereof or his
attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only as registered Notes without
coupons in the denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of 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
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 absolute owner hereof for the purpose of
receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.
If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy of the Company) shall occur with
respect to the Notes, the principal of all the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture. There is no right of acceleration
provided in the Indenture in case of a default in the payment of
interest or the performance of any other covenant by the Company.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
holders of the Notes 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 Notes then outstanding and all other
Securities then outstanding issued under the Indenture and
affected by such amendment and modification. The Indenture also
contains provisions permitting the holders of a majority in
aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding issued under the Indenture and
affected thereby, on behalf of the holders of all such
Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the holder of this Note shall be conclusive and binding upon such
holder and upon all future holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly
waived and released.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
__________
The following abbreviations, when used in the inscription on
the face of the within Note, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - _________ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________ (State)
Additional abbreviations may also be used though not in the
above list.
__________
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 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 Note in
every particular, without alteration or enlargement or any change
whatever and must be guaranteed.