[FORM OF SUBORDINATED REGISTERED NOTE]
REGISTERED REGISTERED
NUMBER R______ $_______________
CUSIP 638585 ___
THIS NOTE IS NOT A SAVINGS ACCOUNT SEE REVERSE FOR CERTAIN DEFINITIONS
OR A DEPOSIT, IS NOT AN OBLIGATION AND ADDITIONAL PROVISIONS
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.
NATIONSBANK CORPORATION
______% SUBORDINATED 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
_________________________ DOLLARS1 on _____________________,
19___,2 and to pay interest on said principal sum, semi-
1 This form provides for Notes denominated in, and
principal and interest payable in, United States dollars. The
form, as used, may be modified to provide, alternatively, for
Notes denominated in, and principal and interest and other
amounts, if any, payable in a foreign currency or currency unit,
with the specific terms and provisions, including any limitations
on the issuance of Notes in such currency, additional provisions
regarding paying and other agents and additional provisions
regarding the calculation and payment of such currency, set forth
therein.
2 This form provides for Notes that will mature only on a
specified date. If the maturity of Notes of a series may be
renewed at the option of the holder, or extended at the option of
the Company, the form, as used, will be modified to provide for
additional terms relating to such renewal or extension, as the
case may be, including the period or periods for which the
maturity may be renewed or extended, as the case may be, changes
in the interest rate, if any, and requirements for notice.
annually3 in arrears on ____________________ and
___________________ of each year, at the rate of ___% per
annum4, 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
________________________, 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] [fifteenth] 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 __________________. 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
__________________ or such other places that the Company shall
designate 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 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.5
3 This form provides for semi-annual interest payments.
The form, as used, may be modified to provide, alternatively, for
annual, quarterly or other periodic interest payments.
4 This form provides for interest at a fixed rate. The
form, as used, may be modified to provide, alternatively, for
interest at a variable rate or rates, with the method of
determining such rate set forth therein.
5 This form does not contemplate the offer of Notes to
United States Aliens (for United States federal income tax
purposes). If Notes are offered to United States Aliens, the
form of Note, as used, may be modified to provide for the payment
of additional amounts to such United States Aliens or, if
applicable, the redemption of such Notes in lieu of payment of
such additional amounts.
2
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.
3
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 of the Board
[CORPORATE SEAL]
Dated
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as
Trustee,
[By: ,
as Authenticating Agent]
By:
Authorized Signatory
4
[Reverse Side of Note]
NATIONSBANK CORPORATION
______% SUBORDINATED NOTE, DUE __________
This Note is one of a duly authorized issue of Securities of
the Company designated as its _____% Subordinated Notes, due
__________ (herein called the "Notes"), limited in aggregate
principal amount to $__________, 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
(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 the terms upon which
the Notes are, and are to be, authenticated and delivered.
[___________________________ initially has been appointed
Security Registrar, Authenticating and Paying Agent in connection
with the Notes.]
The Indebtedness of the Company 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.
[Except as otherwise provided herein,] the Notes of this
series are not subject to redemption at the option of the Company
or repayment at the option of the holder prior to maturity.6
[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 designated by it
pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
6 This form provides for Notes that are not subject to
redemption at the option of the Company or repayment at the
option of the holder. The form, as used, may be modified to
provide, alternatively, for redemption at the option of the
Company or repayment at the option of the holder, with the terms
and conditions of such redemption or repayment, as the case may
be, including provisions regarding sinking funds, if applicable,
redemption prices and notice periods, set forth therein.
5
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 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
coupons7 in the denominations of $______ 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.
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 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 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 issued under the Indenture
and affected by such amendment and modification. The Indenture
7 This form provides for Notes issuable only in registered
form. If Notes of a series are also issuable in bearer form, the
form, as used, will be modified to the extent applicable to
reflect that such Notes may also be issuable in bearer form,
including but not limited to any provisions regarding the
exchange of Notes issued in one form for Notes issued in the
other form.
6
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 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 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.
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)
7
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.
8