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, a New York corporation ("DTC"), 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 DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as 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 NATIONSBANK CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
REGISTERED $_____________
NUMBER R-______
Common Code No._________ CUSIP 638585 ____
ISIN______________________
SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
NATIONSBANK CORPORATION
_____% SUBORDINATED NOTE, DUE 2016
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 __________, 2016, and to pay interest on said
principal sum, semi-annually in arrears on March 15 and September 15 of
each year commencing March 15, 1997, at the rate of _____% per annum,
from the March 15 or September 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 __,
1996, 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 __,
1996. 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 New York, New York 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:_______________________
Title: Senior Vice President
___________________________________
Assistant Secretary
[CORPORATE SEAL]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: September __, 1996 THE BANK OF NEW YORK,
as Trustee,
By: ___________________________
Authorized Signatory
[Reverse Side of Note]
NATIONSBANK CORPORATION
_____% SUBORDINATED NOTE, DUE 2016
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," 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 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 _____%
Subordinated Notes, due 2016 (herein called the "Notes"), limited in
aggregate principal amount to $350,000,000. The Trustee shall initially
act as 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.
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. The Corporation will not be responsible or liable for
such transfers or payments or for maintaining, supervising or reviewing the
records maintained by DTC, its participants or persons acting through such
participants.
Transfers of Notes in Europe may be effected through the facilities of
Cedel Bank, societe anonyme, and Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system, in accordance with the
rules and procedures established by such depositories.
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.