If the registered owner of this Note (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the
Depository, 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 DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY 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 DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY) 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 $___________
NUMBER R-_ CUSIP 638585 AN 9
NATIONSBANK CORPORATION
7 3/4% SUBORDINATED NOTE, DUE 2015
NATIONSBANK CORPORATION, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to CEDE &
Co., or registered assigns, the principal sum of
____________________ DOLLARS ($___________) on August 15, 2015,
and to pay interest on said principal sum, semi-annually on
February 15 and August 15 of each year commencing February 15,
1996, 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 September 5, 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 Corporation 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 September 5, 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 Corporation in Atlanta,
Georgia or such other places that the Corporation shall designate
as provided in such 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
Security Register of the Corporation 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 or on behalf of 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,
Attest:
________________________ By:________________________________
Assistant Secretary Title: Senior Vice President
[CORPORATE SEAL]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: The Bank of New York,
as Trustee,
By: NationsBank of Georgia,
National Association, as
Authenticating Agent
By:________________________________
Authorized Signatory
[Reverse Side of Note]
NATIONSBANK CORPORATION
7 3/4% SUBORDINATED NOTE, DUE 2015
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 The
Bank of New York, 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 7 3/4% Subordinated Notes, due
2015 (herein called the "Notes"), limited in aggregate principal
amount to $350,000,000. NationsBank of Georgia, National
Association initially has been appointed Security Registrar,
Authenticating and Paying Agent in connection with the Notes.
The Indebtedness of the Corporation 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.
The Notes of this series are not subject to redemption at
the option of the Corporation or repayment at the option of the
holder prior to maturity.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register 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 or the Security Registrar 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 integral multiples
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.
If any interest payment date or maturity date for a Note
falls on a day that is not a Business Day, the interest payment
date or maturity date will be the following day that is a
Business Day and the payment of interest or principal 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 such interest
payment date or maturity date.
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 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
Corporation, 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 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. 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
Corporation.
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 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
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 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 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 the issue
hereof, expressly waived and released.
The Notes of this series shall be dated the date of their
authentication.
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 The 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.
__________
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 Corporation, 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.