If the registered owner of this Note (as indicated below) is The
Depository Trust Company (the "Depositary") or a nominee of the
Depositary, this Note is a Global Security and the following
legend is applicable. THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR
ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF
THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust
Company and any payment is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.
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 CORPORATION AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
REGISTERED REGISTERED
NUMBER FLR _______ $______________
NATIONSBANK CORPORATION
FLOATING RATE SENIOR NOTE, DUE 1998
CUSIP 638585 AL3
NATIONSBANK CORPORATION, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," 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 March 27, 1998 (the "Maturity Date") and to pay
interest thereon as hereafter provided at a rate per annum equal
to (i) LIBOR (as determined on the reverse hereof) plus (ii)
0.15% until the principal hereof is paid or duly made available
for payment. The initial interest rate on this Note will be
(i) LIBOR in effect on March 23, 1995 plus (ii) 0.15%. The
Corporation will pay interest on this Note quarterly in arrears
on each March 27, June 27, September 27 and December 27 (each an
"Interest Payment Date") commencing on June 27, 1995. Interest
on this Note will accrue from March 27, 1995 until the principal
amount is paid and will be computed as hereinafter described.
Interest payable on this Note on any Interest Payment Date or the
Maturity Date will include interest accrued from and including
the next preceding Interest Payment Date in respect of which
interest has been paid or duly provided for or, if no interest
has been paid, from March 27, 1995, to but excluding such
Interest Payment Date or Maturity Date, as the case may be. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will 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 preceding March 12, June 12, September
12 or December 12, as the case may be, prior to such Interest
Payment Date, whether or not a Business Day (as defined herein)
(the "Regular Record Date"); PROVIDED, that interest payable on
the Maturity Date will be payable to the owner of this Note at
such date. Any such interest not punctually paid or duly
provided for shall be payable as provided in the Indenture.
The principal of and interest on this Note are payable in
immediately available funds 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 Corporation designated as provided in the
Indenture; PROVIDED, HOWEVER, that interest may be paid, at the
option of the Corporation, by check mailed to the person entitled
thereto at his address last appearing on the registry books of
the Corporation relating to the Notes. Notwithstanding the
preceding sentence, payments of principal of and interest payable
on the Maturity Date will be made by wire transfer of immediately
available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the Trustee from the
holder hereof not less than one Business Day prior to the due
date of such principal and (ii) presentation of this Note to the
Paying Agent at NationsBank of Georgia, National Association, as
Issuing and Paying Agent, 715 Peachtree Street, Suite 700,
Atlanta, Georgia 30308 (the "Corporate Trust Office").
Reference is hereby 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
executed by the Trustee or an Authenticating Agent on behalf of
the Trustee 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 Corporation has caused this
Instrument to be duly executed, by manual or facsimile signature,
under its corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION
By:____________________________
[SEAL] Title: Senior Vice President
ATTEST:
____________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: ____________________________
BankAmerica National Trust Company,
as Trustee
By: NationsBank of Georgia, National
Association as Authenticating Agent
By:__________________________
Authorized Signatory
[Reverse of Note]
NATIONSBANK CORPORATION
FLOATING RATE SENIOR NOTE, DUE 1998
This Note is one of a duly authorized series of Securities
of the Corporation unlimited in aggregate principal amount issued
and to be issued under an Indenture dated as of January 1, 1995,
(herein called the "Indenture"), between the Corporation and
BankAmerica National Trust Company, as Trustee (herein called the
"Trustee") to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights thereunder of the Corporation, the Trustee and
the holders of the Notes, and the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is also
one of the Notes designated as the Corporation's Floating Rate
Senior Notes, due 1998 (herein called the "Notes"), limited in
aggregate principal amount to $300,000,000.
This Note may not be redeemed prior to the Maturity Date and
is not subject to any sinking fund.
Accrued interest hereon shall be calculated by multiplying
the face amount hereof by an accrued interest factor. Such
accrued interest factor shall be computed by adding the interest
factor calculated for each day from and including March 27, 1995,
or from but excluding the last date to which interest has been
paid, as the case may be, to and including the date for which
accrued interest is being calculated. The interest factor
(expressed as a decimal) for each such day shall be computed by
dividing the interest rate in effect on such day by 360.
The "Interest Payment Period" with respect to this Note is
each successive period from and including an Interest Payment
Date with respect to such Note (or March 27, 1995 in the case of
the initial Interest Payment Period) to, but excluding, the next
Interest Payment Date or the Maturity Date, as the case may be.
The interest rate on the Notes will be reset quarterly. The
interest rate on this Note for each Interest Payment Period will
be determined on the Interest Determination Date for such
Interest Payment Period. The "Interest Determination Date" for
an Interest Payment Period is two London Banking Days (as defined
below) preceding the first day of such Interest Payment Period
(an "Interest Reset Date"). The interest rate on this Note for
each Interest Payment Period will be effective as of the Interest
Reset Date for such Interest Payment Period.
LIBOR and the resulting interest rate for each Interest
Payment Period will be determined by the Calculation Agent
(described below) in accordance with the following provisions:
LIBOR, with respect to an Interest Determination Date, is a
rate of interest equal to the rate (expressed as a percentage per
annum) for deposits in U.S. dollars for a three-month period that
appears on Telerate Page 3750 (as defined below) as of 11:00
A.M., London time, on that Interest Determination Date. If such
rate does not appear on Telerate Page 3750 on such Interest
Determination Date, the Calculation Agent will request the
principal London offices of each of four major reference banks in
the London interbank market to provide the Calculation Agent with
its offered quotation for deposits in U.S. dollars for a three-
month period to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such Interest
Determination Date and in a principal amount of not less than
$1,000,000 and that is representative of a single transaction in
U.S. dollars in such market at such time. If at least two such
quotations are provided, LIBOR determined on such Interest
Determination Date will be the arithmetic mean of such
quotations. If fewer than two such quotations are provided,
LIBOR for such Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 A.M. in the City
of New York on such Interest Determination Date by three major
banks in the City of New York selected by the Calculation Agent
for loans in U.S. dollars to leading European banks and in a
principal amount of not less than $1,000,000 and that is
representative of a single transaction in such U.S. dollars 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 on such Interest Determination
Date will be LIBOR then in effect on that Interest Determination
Date.
If any Interest Payment Date for a Note falls on a day that
is not a Business Day, the Interest Payment Date will be the
following day that is a Business Day unless such Interest Payment
Date is in the next succeeding calendar month, in which case the
Interest Payment Date will be the immediately preceding day that
is a Business Day. If the Maturity Date falls on a day that is
not a Business Day, the payment of principal and interest will be
made on the next Business Day as if it were made on the date such
payment was due and no additional interest will accrue on the
amount so payable for the period from and after the Maturity
Date.
As used herein:
"Business Day" with respect to this Note means any day other
than a Saturday or Sunday that (i) is not a day on which banking
institutions in New York, New York, Atlanta, Georgia or
Charlotte, North Carolina are authorized or required by law or
regulation to be closed and (ii) is a London Banking Day.
"London Banking Day" means a day on which dealings in
deposits in U.S. dollars are transacted in the London interbank
market.
"Telerate Page 3750" means the display designated as Page
3750 on the Dow-Jones Telerate Service (or such other page as may
replace Page 3750 on that service or such other service or
services as may be nominated by the British Bankers Association
as the information vendor for the purpose of displaying London
interbank offered rates for U.S. dollar deposits).
The Corporation has appointed one of its banking
subsidiaries, NationsBank of Georgia, National Association, as
agent to calculate interest on this Note (in such capacity, the
"Calculation Agent"). Upon the request of any holder or
beneficial holder of this Note, the Calculation Agent will
provide the interest rate then in effect and, if determined, the
interest rate that will become effective at the next Interest
Reset Date. In the absence of manifest error, such determination
is binding on all parties.
All percentages resulting from any calculation on this Note
will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward, and all
dollar amounts used in or resulting from such calculation on the
Notes will be rounded to the nearest cent (with one-half cent
being rounded upward).
The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may
be modified by United States law of general application.
If an Event of Default (defined in the Indenture as (i) the
Corporation's failure to pay principal of (or premium, if any,
on) any Notes when due, or to pay interest on the Notes within 30
days after the same becomes due, (ii) the Corporation's breach of
its other covenants contained in this Note or the Indenture,
which breach is not cured within 90 days after written notice by
the Trustee or 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 Corporation) 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 Corporation and the rights of the
holders of the Notes under the Indenture at any time by the
Corporation 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 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 under the Indenture and
affected thereby, on behalf of the holders of all Securities, to
waive compliance by the Corporation 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 Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the time, 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 Corporation 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 issue
hereof, expressly waived and released.
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 Corporation relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee duly executed by, the 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 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 Corporation 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 Corporation, the Trustee and any agent of the
Corporation or the Trustee may treat the entity 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
Corporation, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
NOTES ISSUED AND OUTSTANDING PURSUANT TO A BOOK-ENTRY SYSTEM
SHALL BE DEEMED TO CONTAIN THE FOLLOWING PARAGRAPH: The Notes
are being issued by means of a book-entry system with no physical
distribution of certificates to be made except as provided in the
Indenture. The book-entry system maintained by Depository Trust
Company ("DTC") will evidence ownership of the Notes, with
transfers of ownership effected on the records of DTC and its
participants pursuant to rules and procedures established by DTC
and its participants. The Corporation will recognize Cede & Co.,
as nominee of DTC, while the registered Owner of the Notes, as
the owner of the Notes for all purposes, including payment of
principal and interest, notices and voting. Transfer of principal
and interest to participants of DTC will be the responsibility of
DTC, and transfer of principal and interest to beneficial owners
of the Notes by participants of DTC will be the responsibility of
such participants and other nominees of such beneficial owners.
So long as the book-entry system is in effect, the selection of
any Notes to be redeemed will be determined by DTC pursuant to
rules and procedures established by DTC and its participants.
The Corporation will not be responsible or liable for such
transfers of payments or for maintaining, supervising or
reviewing the records maintained by DTC, its participants or
persons acting through such participants.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of the interim 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.
_____________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE]
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Please Insert Social Security or Other
Identifying Number of Assignee: ____________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing __________________________________
Attorney to transfer said Note on the books of the Corporation,
with full power of substitution in the premises.
Dated:_________________________ _________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every
particular, without alteration or enlargement, or any change
whatever and must be guaranteed.