[FORM OF SENIOR NOTE]
REGISTERED
NUMBER R______ [U.S.]$_________
CUSIP 638585 ___
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
GOVERNMENT AGENCY. SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
NATIONSBANK CORPORATION
______% _______________ NOTE, DUE ____
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
_________________________ [United States DOLLARS] on
_____________________, 19___, and to pay interest on said
principal sum, [semi-annually in arrears on ____________________
and ___________________ of each year,] at the [rate of ___% per
annum/variable interest rate provisions], from the ____________
or ____________, 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 ________________________, 19___, 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 Company 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 __________________, 19___. 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 Company in the Borough of Manhattan, The City of
New York or such other places that the Company shall designate as
provided in the Indenture] [at the option of the holder (a) at
the office or agency of the Company in the Borough of Manhattan,
the City of New York or such other place or places that the
Company shall designate as provided in such Indenture, 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 or (b) subject to any laws or regulations applicable
thereto and to the right of the Company (limited as provided in
the Indenture) to rescind the designation of any paying agent, at
the [main] offices of __________ in __________, __________ in
__________, __________ in __________, __________ in __________
and __________ in __________, or at such other offices or
agencies as the Company may designate, by [United States dollar]
check drawn on, or transfer to a [United States dollar] account
maintained by the payee with, a bank in [the City of New York]
(so long as the applicable paying agent has received proper
transfer instructions in writing)]; provided, however, that
interest may be paid, at the option of the Company, by [United
States dollar] check mailed to the person entitled thereto at his
address last appearing on the Security Register of the Company
relating to the Notes. Any interest not punctually paid or duly
provided for shall be payable as provided in such Indenture.
[If Securities of the series are to be offered to United
States Aliens, insert The Company will pay to the holder of
this Note who is a United States Alien (as defined below) such
additional amounts as may be necessary in order that every net
payment of the principal of and interest on this Note, after
deduction or withholding for or on account of any present or
future tax, assessment or other governmental charge imposed by
the United States (as defined below) or any political subdivision
or taxing authority thereof or therein upon or as a result of
such payment, will not be less than the amount provided for in
this Note to be then due and payable; provided, however, that the
Company shall not be required to make any payment of additional
amounts for or on account of:
(a) any tax, assessment or other governmental charge
which would not have been imposed but for (i) the existence
of any present or former connection between such holder (or
between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such holder, if
such holder is an estate, trust, partnership or corporation)
and the United States, including, without limitation, such
holder (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) being or having been a citizen or
resident thereof or being or having been present or engaged
in trade or business therein or having or having had a
permanent establishment therein or (ii) the presentation by
the holder of such Note for payment on a date more than 10
days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided
for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer,
personal property tax or similar tax, assessment or other
governmental charge;
(c) any tax, assessment or other governmental charge
imposed by reason of such holder's past or present status as
a personal holding company or foreign personal holding
company with respect to the United States or as a corporation
which accumulates earnings to avoid United States federal
income tax;
(d) any tax, assessment or other governmental charge
which is payable otherwise than by withholding from payments
of principal of or interest on, such Note;
(e) any tax, assessment or other governmental charge
required to be withheld by any paying agent from any payment
of principal of or interest on, the Notes, if such payment
can be made without such withholding by any of the other
paying agents in Western Europe;
(f) any tax, assessment or other governmental charge
which would not have been imposed but for the failure to
comply with certification, information, documentation or
other reporting requirements concerning the nationality,
residence, identity or connections with the United States of
the holder or beneficial owner of such Note, if such
compliance is required by statute or by regulation of the
United States Treasury Department as a pre-condition to
relief or exemption from such tax, assessment or other
governmental charge;
(g) any tax, assessment or other governmental charge
imposed on interest received by (i) a 10% shareholder (as
defined in Section 871(h)(3)(B) of the United States Internal
Revenue Code of 1986, as amended (herein called the "Code"),
and the regulations that may be promulgated thereunder) of
the Company or (ii) a controlled foreign corporation within
the meaning of the Code; or
(h) any combination of items (a), (b), (c), (d), (e), (f)
and (g);
nor will additional amounts be paid with respect to any payment
of principal of or interest on this Note to any holder which is a
United States Alien who is a fiduciary or partnership or other
than the sole beneficial owner of any such payment to the extent
that a beneficiary or settlor with respect to such fiduciary, a
member of such a partnership or the beneficial owner would not
have been entitled to the additional amounts had such
beneficiary, settlor, member or beneficial owner been the holder
of this Note. Except as specifically provided in the Notes of
this series, the Company shall not be required to make any
payment with respect to any tax, assessment or governmental
charge imposed by any government or any political subdivision
thereof or taxing authority therein. Whenever in this Note there
is mentioned, in any context, the payment of the principal of or
interest on, or in respect of, a Note, such mention shall be
deemed to include mention of the payment of additional amounts
provided for herein to the extent that, in such context,
additional amounts are, were or would be payable in respect
thereof pursuant to the provisions hereof and express mention of
the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional
amounts in those provisions hereof where such express mention is
not made. The term "United States Alien" means any person who,
for United States federal income tax purposes, is a foreign
corporation, a non-resident alien individual, a non-resident
alien fiduciary of a foreign estate or trust or a foreign
partnership to the extent that one or more of its members is, for
United States federal income tax purposes, a foreign corporation,
a non-resident alien individual or a non-resident alien fiduciary
of a foreign estate or trust, and the term "United States" means
the United States of America (including the States and the
District of Columbia).]
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 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,
Attest:
By:
Secretary Chairman and
Chief Executive Officer
[CORPORATE SEAL]
Dated
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
,
as Trustee,
[By:
as Authenticating Agent]
By:
Authorized Signatory
[Reverse Side of Note]
NATIONSBANK CORPORATION
______% __________ NOTE, DUE __________
This Note is one of a duly authorized issue 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 __________ (herein called the "Indenture"), between
the Company and __________ (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 Company, the Trustee and the holders of the
Notes [and any coupons appertaining thereto], 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 [_____%
___________] Notes, due __________ limited in aggregate principal
amount to [U.S.] $__________. [The Notes are issuable as Bearer
Securities [, with interest coupons attached,] in the
denomination of U.S. $__________, and as Registered Securities,
without coupons, in denominations of U.S. $__________ and any
integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Bearer
Securities and Registered Securities of this series are
exchangeable for a like aggregate principal amount of Registered
Securities of this series and of like tenor and of any authorized
denominations, as requested by the holder surrendering the same,
upon surrender of the Note or Notes to be exchanged at any office
or agency described below where Registered Securities of this
series may be presented for registration of transfer [Registered
Securities, including Registered Securities received in exchange
for Bearer Securities, may not be exchanged for Bearer
Securities]].
[If Securities of the series are to be offered to United
States Aliens, insert The Note may be redeemed, as a whole but
not in part, at the option of the Company, at a redemption price
equal to 100% of their principal amount, together with interest
accrued to the date fixed for redemption, if, as a result of any
amendment to, or change in, the laws (or any regulations or
rulings promulgated thereunder) of the United States or any
political subdivision or taxing authority thereof or therein
affecting taxation, or any amendment to or change in an official
position regarding the application or interpretation of such
laws, regulations or rulings, which amendment or change is
effective on or after __________, 19__, the Company will become
obligated to pay additional amounts (as described on the face
hereof) on the next succeeding interest payment date, provided
that such obligation to pay additional amounts cannot be avoided
by the use of reasonable measures available to the Company;
provided, however, that in the opinion of the Company, which
opinion shall be rendered in good faith, such measures need not
be used if they have or will have a material adverse impact on
the conduct of its business; provided further, however, that (a)
no notice of such redemption may be given earlier than 90 days
prior to the earliest date on which the Company would be
obligated to pay such additional amounts were a payment in
respect of the Notes then due, and (b) at the time notice of such
redemption is given, such obligation to pay such additional
amounts remains in effect. Immediately prior to the giving of
any notice of redemption pursuant to this paragraph, the Company
shall deliver to the Trustee a certificate stating that the
Company is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the
right of the Company so to redeem have occurred and an opinion of
counsel to the Company to such effect based on such statement of
facts.]
[If the Securities of the series are issuable as Bearer
Securities and if applicable*, insert In addition, if the
Company determines that any payment made outside the United
States and its possessions by the Company or any of its paying
agents of the full amount of principal or interest due with
respect to any Bearer Security or coupon would, under any present
or future laws or regulations of the United States affecting
taxation or otherwise, be subject to any certificate,
information, documentation or other reporting requirement of any
kind, the effect of which requirement is the disclosure to the
Company, any paying agent or any governmental authority of the
nationality, residence or identity of a beneficial owner of such
Bearer Security or coupon who is a United States Alien (as
defined herein) (other than such a requirement (a) which would
not be applicable to a payment made by the Company or any one of
its paying agents (i) directly to the beneficial owner or (ii) to
any custodian, nominee or other agent of the beneficial owner, or
(b) which can be satisfied by the custodian, nominee or other
agent certifying that the beneficial owner is a United States
Alien, provided in each case referred to in clauses (a)(ii) and
(b) that payment by such custodian, nominee or other agent of
such beneficial owner is not otherwise subject to any such
requirement or (c) which would not be applicable to a payment
made to any other paying agent in Western Europe), the Company at
its election will either (x) redeem the Notes, as a whole but not
in part, at a redemption price equal to 100% of their principal
amount, together with interest accrued to the date fixed for
redemption, or (y) if and so long as any such certification,
information, documentation or other reporting requirement would
be fully satisfied by payment of a backup withholding tax or
similar charge, pay to the holders of Bearer Securities who are
United States Aliens certain additional amounts specified in the
Bearer Securities of this series. The Company will make such
*Generally this provision will only be applicable if the
Securities of the series bear interest at a fixed rate.
determination and election and notify the Trustee thereof as soon
as practicable, and the Trustee will promptly give notice of such
determination in the manner provided below (the "Determination
Notice"), in each case stating the effective date of such
certification, information, documentation or other reporting
requirement, whether the Company will redeem the Notes or will
pay to the holders of Bearer Securities who are United States
Aliens the additional amounts specified in the Bearer Securities
of this series and (if applicable) the last date by which the
redemption of the Notes must take place. If the Company elects
to redeem the Notes, such redemption shall take place on such
date, not later than one year after publication of the
Determination Notice, as the Company elects by notice to the
Trustee at least 75 days before such date, unless shorter notice
is acceptable to the Trustee. Upon receipt of notice from the
Company as to the date of redemption, the Trustee shall cause
notice thereof to be duly given in the manner provided below.
Notwithstanding the foregoing, the Company will not so redeem the
Notes if the Company subsequently determines, not less than 30
days prior to the date fixed for redemption, that subsequent
payments on Notes would not be subject to any such requirement,
in which case the Company will promptly notify the Trustee, which
will promptly give notice of that determination in the manner
provided below, and any earlier redemption notice will thereupon
be revoked and of no further effect. If the Company elects as
provided in clause (y) above to pay such additional amounts to
the holders of Bearer Securities who are United States Aliens,
and as long as the Company is obligated to pay such additional
amounts to such holders, the Company may subsequently redeem the
Notes, at any time, as a whole but not in part, at a redemption
price equal to 100% of their principal amount, together with
interest accrued to the date fixed for redemption, including any
additional amounts required to be paid but without reduction for
applicable United States of America withholding taxes.]
[Insert Additional Provisions Relating to Determination and
Payment of Interest]
[[Except as otherwise provided herein, the Notes are not
subject to any sinking fund and are not subject to redemption at
the option of the Company 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 Company relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Company at
_________________ 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 or
the Security Registrar duly executed by, the registered holder
hereof or his attorney duly authorized in writing, and thereupon
one or more new [Registered Securities/Notes], of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
[If the Notes are not issuable as Bearer Securities, insert
The Notes are issuable only as registered Notes without coupons
in the 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.
[If the Note is payable in a currency other than U.S. Dollars
(the "Specified Currency"), the Note may contain certain
provisions relating to the calculation and payment of the
Specified Currency, including:
(1) In the event of an official redenomination of the
Specified Currency (including any Specified Currency that
is a composite currency) the obligation of the Company
with respect to payments on Notes denominated in the
Specified Currency shall, in all cases be deemed
immediately following such redenomination to provide for
the payment of that amount of redenominated currency
representing the amount for such obligations immediately
before such redenomination.
(2) If payment on a Note is required to be made in a
Specified Currency and such currency is unavailable due
to the imposition of exchange controls or other
circumstances beyond the Company's control, or is no
longer used by the government of the country issuing such
currency for the settlement of transactions by public
institutions of or within the international banking
community, then all payments due on such date with
respect to such Note shall be made in U.S. dollars until
such currency is again available or so used. The amount
so payable on any date in such foreign currency shall be
converted into U.S. dollars on the basis of the Market
Exchange Rate (hereinafter defined) on the last date such
Specified Currency was available. The "Market Exchange
Rate" with respect to any currency other than U.S.
dollars means, for any day, the noon dollar buying rate
in the City of New York on such day for cable transfers
of such currency as published by the Federal Reserve Bank
of New York, or, if such rate is not published for such
day, the equivalent rate as determined by the Paying
Agent.
(3) If the official unit of any component currency is
altered by way of combination or subdivision, the number
of units of that currency as a component shall be divided
or multiplied in the same proportion. If two or more
component currencies are consolidated into a single
currency, the amounts of those currencies as components
shall be replaced by an amount in such single currency
equal to the sum of the amounts of the consolidated
component currencies expressed in such single currency.
If any component currency is divided into two or more
currencies, the amount of the original component currency
as a component shall be replaced by the amounts of such
two or more currencies having an aggregate value on the
date of division equal to the amount of the former
component currency immediately before such division. Any
payment required to be made on Notes denominated in a
Specified Currency other than U.S. dollars which is
instead made in U.S. dollars under the circumstances
described above will not constitute a default under the
Indenture.]
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee and any agent of the Company 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 Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.
If an Event of Default (defined in the Indenture) 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 [and any related coupons] under the
Indenture at any time by the Company with the consent of the
holders of 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 [and any related coupons], 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 [(including any additional amounts, as
described herein)] 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 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 the issue hereof, expressly
waived and released.
The Notes of this series shall be dated the date of their
authentication.
[If the Notes are issuable as Bearer Securities, insert The
Indenture, the Notes and any coupons appertaining thereto shall
be governed by and construed in accordance with the laws of the
State of New York.]
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
__________
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 Company, 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.