If the registered owner of this Note is The Depository Trust
Company or a nominee thereof, this Note is a Global Security and
the following legends are 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, 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-__
CUSIP 638585 BG3
SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
NATIONSBANK CORPORATION
6 3/8% SENIOR NOTE, DUE 2005
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
______________________________________on May 15, 2005, and to pay
interest on said principal sum, semi-annually in arrears on May
15 and November 15 of each year, commencing November 15, 1998, at
the rate of 6 3/8% per annum, from the May 15 or November 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 May 4, 1998, 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
May 4, 1998. 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 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:
________________ Secretary Senior Vice President
[CORPORATE SEAL]
Dated: May 4, 1998
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee,
Dated: ___________________ By: THE BANK OF NEW YORK,
as Authenticating Agent
By:
Authorized Signatory
[Reverse Side of Note]
NATIONSBANK CORPORATION
6 3/8% SENIOR NOTE, DUE 2005
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 U.S.
Bank Trust National Association, as successor trustee to
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 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 6 3/8% Senior Notes, due 2005
(herein called the "Notes"), limited in aggregate principal
amount to $500,000,000. The Bank of New York initially has been
appointed Security Registrar, Authenticating and Paying Agent in
connection with the Notes.
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.
The provisions of Article Fourteen of the Indenture do not
apply to Securities of this series.
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 any integral multiple
in excess 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 such 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 (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 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. [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 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.