[Notes issued in bearer form will contain additional legends and
restrictions on transfer required by any Depositary and by the
Internal Revenue Code and Regulations thereunder, including that
required by Internal Revenue Code Section 163(f)(2)(B)]
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 COMPANY AND IS
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
REGISTERED REGISTERED
NUMBER FXR _________ $__________
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES CUSIP 638585 ____
(Fixed Rate)
ORIGINAL ISSUE DATE:
INTEREST RATE:
STATED MATURITY DATE:
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE:
PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
ADDITIONAL TERMS:
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 the
Stated Maturity Date specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date), and to pay interest on said principal sum,
semiannually in arrears on ____________ and __________ of each year (each an
"Interest Payment Date"), at the Interest Rate per annum specified above,
until payment of such principal sum has been made or duly provided for,
commencing on the first Interest Payment Date next succeeding the Original
Issue Date specified above, unless the Original Issue Date occurs between a
Regular Record Date, as defined below, and the next succeeding Interest
Payment Date, in which case commencing on the Interest Payment Date following
the next succeeding Regular Record Date, and on the Stated Maturity Date shown
above (or any Redemption Date as defined on the reverse hereof or any Optional
Repayment Date with respect to which option such has been exercised, each such
Stated Maturity Date, Redemption Date and Optional Repayment Date being herein
referred to as a "Maturity Date" with respect to the principal payable on such
date). Interest on this Note will accrue from the Original Issue Date
specified above until the principal amount is paid and will be computed on the
basis of a 360-day year of twelve 30-day months. Interest payments will be in
the amount of 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 the Original Issue Date specified
above, to but excluding the Interest Payment Date or Maturity Date, as the
case may be. If the Maturity Date or an Interest Payment Date falls on a day
which is not a Business Day as defined below, principal or interest payable
with respect to such Maturity Date or Interest Payment Date will be paid on
the next succeeding Business Day with the same force and effect as if made on
such Maturity Date or Interest Payment Date, as the case may be, and no
additional interest shall accrue for the period from and after such Maturity
Date or Interest Payment Date. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, subject to certain
exceptions, 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 Regular Record Date, which shall
be the __________ or the __________, whether or not a Business Day, as the
case may be, next preceding such Interest Payment Date; provided, however,
that the first payment of interest on any Note with an Original Issue Date, as
specified above, between a Regular Record Date and an Interest Payment Date or
on an Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the person in whose name
this Note is registered at the close of business on such next succeeding
Regular Record Date; and provided, further, that interest payable on the
Maturity Date will be payable to the person to whom the principal hereof shall
be payable. Any interest not punctually paid or duly provided for shall be
payable as provided in the Indenture. As used herein, "Business Day" means
any day, other than a Saturday or Sunday, on which banks in The City of New
York are not authorized or required by law to be closed.
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 Company designated as provided in the 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. 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 Issuing and Paying Agent 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 NationsBank of Georgia, National Association as
Issuing and Paying Agent at Corporate Trust Administration, 600 Peachtree
Street, Suite 900, Atlanta, Georgia 60608 (the "Corporate Trust Office").
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 the
Trustee or the 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 Company has caused this Instrument to be duly
executed, by manual or facsimile signature, under its corporate seal or a
facsimile thereof.
NATIONSBANK CORPORATION
By: ___________________________
Title: Senior Vice President and
Treasurer
[SEAL]
ATTEST:
By:___________________________
Assistant Secretary
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 of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES
(Fixed Rate)
This Medium-Term Note is one of a duly authorized series of Securities
of the Company unlimited in aggregate principal amount (herein called the
"Notes"), issued and to be issued under an Indenture dated as of January
1, 1995 (herein called the "Indenture"), between the Company 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 Company, the Trustee and the
holders of the Notes, and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Notes may bear different dates, mature at
different times, bear interest at different rates and vary in such other ways
as are provided in the Indenture.
The Indebtedness of the Company evidenced by the Notes, including the
principal thereof and interest thereon, is, top 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 hereof, agrees to and shall be
bound by such provisions of the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the holder on the
Optional Repayment Date(s), if any, indicated on the face hereof. If no
Optional Repayment Dates are set forth on the face hereof, this Note may not
be so repaid at the option of the holder hereof prior to the Stated Maturity
Date. On any Optional Repayment Date this Note shall be repayable in whole or
in part in increments of $1,000 at the option of the holder hereof at a
repayment price equal to 100% of the principal amount to be repaid, together
with interest thereon payable to the date of repayment. For this Note to be
repaid in whole or in part at the option of the holder hereof, this Note must
be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Issuing and Paying Agent at the Corporate Trust Office, or
such other address of which the Company shall from time to time notify the
holders of the Notes, not more than 60 nor less than 30 days prior to an
Optional Repayment Date. Exercise of such repayment option by the holder
hereof shall be irrevocable.
[Notes issued in bearer form or payable in a currency other than U.S.
dollars will contain additional provisions relating to payment, payment
currency and depositary procedures as well as provisions relating to
United States tax and withholding laws.]
This Note may be redeemed at the option of the Company on any date on
and after the Initial Redemption Date, if any, specified on the face hereof
(the "Redemption Date"). If no Initial Redemption Date is set forth on the
face hereof, this Note may not be redeemed at the option of the Company prior
to the Stated Maturity Date. On and after the Initial Redemption Date, if
any, this Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 at the option of the Company at the applicable
Redemption Price (as defined below) together with interest thereon payable to
the Redemption Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the holder hereof upon the surrender hereof.
If this Note is redeemable at the option of the Company, the "Redemption
Price" shall initially be the Initial Redemption Percentage, specified on the
face hereof, of the principal amount of this Note to be redeemed and shall
decline at each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
If an Event of Default (defined in the Indenture as certain events
involving the bankruptcy 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. 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 Company.
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 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 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 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 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 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 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 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.
[Bearer Notes will contain additional conforming provisions.]
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 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 Issuing and Paying Agent and any agent of the Company or the
Issuing and Paying Agent 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 Issuing and Paying Agent nor any such
agent shall be affected by notice to the contrary.
[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
Company 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
Company 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.]
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
ABBREVIATIONS
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.
__________________________________
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 Company, 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.
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof together with interest
to the repayment date, to the undersigned, at
_________________________________ (Please print or typewrite name and address
of the undersigned)
For this Note to be repaid, the Issuing and Paying Agent must receive at
__________________, or at such other place or places of which the Company
shall from time to time notify the Holder of this Note, not more than 60 nor
less than 20 days prior to an Optional Repayment Date, if any, shown on the
face of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $__________ or an integral multiple of $l,000 in excess of
$__________) of the Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification, one such Note
will be issued for the portion not
being repaid).
$_______________________ _________________________________
NOTICE: The signature on this Option to
Elect Repayment must correspond with the
name as written
Date:________________ upon the face of this Note in every particular,
without alteration or enlargement or any change
whatever.]