[FORM OF SENIOR NOTE]
REGISTERED
NUMBER R______
CUSIP 638585 AK 5
THIS NOTE IS NOT A SAVINGS ACCOUNT
OR A DEPOSIT, IS NOT AN OBLIGATION OF
OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF THE COMPANY AND IS NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
SEE REVERSE FOR CERTAIN DEFINITIONS
NATIONSBANK CORPORATION
7-1/2% SENIOR NOTE, DUE 1997
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 February 15, 1997, and
to pay interest on said principal sum, semi-annually on February
15 and August 15 of each year, commencing August 15, 1995, at the
rate of 7-1/2 percent 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 February 27, 1995, 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
February 27, 1995. 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.
BankAmerica National Trust Company,
as Trustee,
By: NationsBank of Georgia,
National Association, as
Authenticating Agent
By:
Authorized Officer
[Reverse Side of Note]
NATIONSBANK CORPORATION
7-1/2% SENIOR NOTE, DUE 1997
This Note is one of a duly authorized issue of Securities
of the Company designated as its 7-1/2% Senior Notes, due 1997
(herein called the "Notes"), limited in aggregate principal
amount to $250,000,000, issued and to be issued under an
Indenture dated as of January 1, 1992, as amended and
supplemented by the First Supplemental Indenture thereto dated as
of July 1, 1993 (herein called the "Indenture"), between the
Company and BankAmerica National Trust Company (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.
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 (i)
the Company's failure to pay principal of (or premium, if any,
on) the Notes when due, or to pay interest on the Notes within
thirty days after the same becomes due, (ii) the Company's breach
of its covenants contained in this Note or in the Indenture,
which breach is not cured within ninety days after written notice
by the Trustee or by the holders of at least 25% in outstanding
principal amount of all Securities issued under the Indenture and
affected thereby, and (iii) certain events involving the
bankruptcy, insolvency or liquidation 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.
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 not less than 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:
EN 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.