[FORM OF PERMANENT GLOBAL SUBORDINATED NOTE]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION
WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,
INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE
INTERNAL REVENUE CODE.
NEITHER THIS PERMANENT GLOBAL NOTE NOR ANY PORTION HEREOF MAY IN
CONNECTION WITH ITS ORIGINAL ISSUANCE BE OFFERED FOR SALE OR RESALE,
SOLD OR RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES OR ITS POSSESSIONS, OR TO A UNITED STATES PERSON, UNLESS SUCH
UNITED STATES PERSON IS A FINANCIAL INSTITUTION AS DEFINED IN SECTION
1.165- 12(C)(1)(V) OF THE UNITED STATES TREASURY REGULATIONS PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A CUSTOMER, WHICH FINANCIAL
INSTITUTION, AS A CONDITION OF THE PURCHASE, AGREES TO PROVIDE ON
ISSUANCE THE CERTIFICATE REQUIRED UNDER SECTION 1.163-5(C)(2)(I)(B)(4)
OF THE UNITED STATES TREASURY REGULATIONS. "UNITED STATES PERSON" MEANS
ANY CITIZEN OR RESIDENT OF THE UNITED STATES, ANY CORPORATION,
PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF
THE UNITED STATES AND ANY ESTATE OR TRUST THE INCOME OF WHICH IS SUBJECT
TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE.]
[Insert any other legend required by the Internal Revenue Code and
the Regulations thereunder]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - THIS NOTE IS A PERMANENT GLOBAL NOTE, WITHOUT
COUPONS, EXCHANGEABLE FOR ONE OR MORE DEFINITIVE REGISTERED NOTES OF
THIS SERIES, WITHOUT COUPONS, FOR DEFINITIVE BEARER NOTES OF THIS
SERIES, WITH INTEREST COUPONS ATTACHED, OR FOR A COMBINATION THEREOF, AT
THE PRINCIPAL OFFICE OF THE [TRUSTEE] [SECURITY REGISTRAR] (EACH AS
DEFINED HEREIN) IN [LONDON], ON OR AFTER __ DAYS FROM THE DATE OF
ORIGINAL ISSUANCE HEREOF UPON PRESENTATION OF THE CERTIFICATION
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). THE RIGHTS ATTACHING TO
THIS PERMANENT GLOBAL NOTE AND THE CONDITIONS AND PROCEDURES GOVERNING
ITS EXCHANGE FOR A PERMANENT GLOBAL NOTE OF THIS SERIES OR FOR
DEFINITIVE REGISTERED NOTES OF THIS SERIES OR DEFINITIVE BEARER NOTES OF
THIS SERIES ARE AS SPECIFIED HEREIN AND IN THE INDENTURE.]
[If the Permanent Global Note is to be deposited with a U.S.
Depositary, insert - THIS NOTE IS A PERMANENT GLOBAL NOTE, WITHOUT
COUPONS, EXCHANGEABLE FOR ONE OR MORE DEFINITIVE REGISTERED NOTES OF
THIS SERIES, WITHOUT COUPONS, AT THE PRINCIPAL OFFICE OF THE [TRUSTEE]
[SECURITY REGISTRAR] IN [NEW YORK] ONLY UNDER THE CIRCUMSTANCES
DESCRIBED HEREIN. THE RIGHTS ATTACHING TO THIS PERMANENT GLOBAL NOTE
AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE
REGISTERED NOTES OF THIS SERIES ARE AS SPECIFIED HEREIN AND IN THE
INDENTURE. THIS PERMANENT GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE U.S. DEPOSITARY TO A NOMINEE OF THE U.S. DEPOSITARY OR BY
A NOMINEE OF THE U.S. DEPOSITARY TO THE U.S. DEPOSITARY OR ANOTHER
NOMINEE OF THE U.S. DEPOSITARY. IN ADDITION, THE U.S. DEPOSITARY MAY
NOT SELL, ASSIGN, TRANSFER OR OTHERWISE CONVEY ANY BENEFICIAL INTEREST
IN THIS PERMANENT GLOBAL NOTE UNLESS SUCH BENEFICIAL INTEREST IS IN AN
AMOUNT EQUAL TO AN AUTHORIZED DENOMINATION FOR SECURITIES OF SUCH
SERIES, AND THE U.S. DEPOSITORY BY, ACCEPTING THIS PERMANENT GLOBAL
NOTE, AGREES TO BE BOUND BY THE PROVISIONS HEREOF.]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE
REGISTERED NOTES OF THIS SERIES OR DEFINITIVE BEARER NOTES OF THIS
SERIES, THIS PERMANENT GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT 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
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS PERMANENT GLOBAL NOTE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS
HEREOF.
[BEARER] [BEARER]
[REGISTERED] [REGISTERED]
NUMBER ____________ $ _________
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
PERMANENT GLOBAL NOTE
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - 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 the bearer, upon presentation
and surrender of this Permanent Global Note, the principal amount1
specified in Schedule A hereto on ,2 and to pay interest on
said principal sum, semi-annually3 in arrears on and
of each year, at the rate of % per annum4 from the date hereof,
commencing with the first interest payment date next succeeding the date
hereof, and on the maturity date; provided, however, that if the date
hereof occurs between a date that is 15 days prior to the next
succeeding interest payment date and such interest payment date,
interest payments will commence on the second interest payment date
succeeding the date hereof to the bearer of this Note on such second
interest payment date. Interest on this Note will accrue from the most
recent interest payment date to which interest has been paid or duly
provided for, or if no interest has been paid or duly provided for, from
the date hereof, until payment of the principal amount hereof has been
made or duly provided for.]
[If the Permanent Global Note is to be deposited with a U.S.
Depositary, insert - 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
____________ , 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 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.
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.
annually in arrears on ___________ and __________ of each year, at the rate of
___% per annum, from the ____ or _____, as the case may be, next
preceding the date of this Permanent Global Note to which interest has
been paid, unless the date hereof is a date to which interest has been
paid on the Permanent Global 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 Permanent Global Note (or one or more predecessor
Notes) is registered at the close of business on the record date for
such interest payment date. Any such interest not so punctually paid or
duly provided for shall be payable as provided in the Indenture.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - This Permanent Global Note shall be exchanged in
whole or from time to time in part for (i) definitive Notes of this
series in bearer form ("Bearer Notes"), with interest coupons attached,
(ii) definitive Notes of this series in registered form ("Registered
Notes"), without interest coupons, or (iii) a combination of the
foregoing, provided that the interest in this Permanent Global Note
being exchanged for such Bearer Notes has not been acquired from or
otherwise beneficially owned by a United States person, and provided
further that the Permanent Global Note or the definitive Notes so issued
in exchange for this Permanent Global Note shall be in authorized
denominations and be of like tenor and of an equal aggregate principal
amount as the portion of this Permanent Global Note to be exchanged, and
provided further that, unless the Company agrees otherwise, definitive
Bearer Notes of this series or definitive Registered Notes of this
series will be issued in exchange for this Permanent Global Note, or any
portion hereof, only if prior to the issuance of this Permanent Global
Note, such definitive Bearer Notes or definitive Registered Notes were
requested by written notice to the [London] office of the Security
Registrar and the [London] office of a common depositary (the "Common
Depositary"), by or on behalf of a person who is a beneficial owner of
an interest herein, given through Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System
("Euroclear"), or Centrale de Livraison de Valeurs Mobilieres, S.A.
("CEDEL S.A.").]
[If the Permanent Global Note is to be deposited with a U.S.
Depositary, insert - This Permanent Global Note is exchangeable in whole
or from time to time in part for definitive Registered Notes of this
series only as provided in this paragraph. If (x) the U.S. Depositary
with respect to the Notes of this series (the "U.S. Depositary")
notifies the Company that it is unwilling or unable to continue as U.S.
Depositary for this Permanent Global Note or if at any time the U.S.
Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company executes
and delivers to the Trustee a Company Order providing that this
Permanent Global Note shall be so exchangeable or (z) there shall have
happened and be continuing an Event of Default or any event which, after
notice or lapse of
time, or both, would become an Event of Default with
respect to the Notes of the series of which this Permanent Global Note
is a part, this Permanent Global Note or any portion hereof shall, in
the case of clause (x) above, be exchanged for definitive Notes of this
series in registered form ("Registered Notes"), without coupons, and in
the case of clauses (y) and (z) above, be exchangeable for definitive
Registered Notes of this series, provided that the definitive Registered
Notes so issued in exchange for this Permanent Global Note shall be in
authorized denominations and be of like tenor and of an equal aggregate
principal amount as the portion of the Permanent Global Note to be
exchanged, and provided further that, in the case of clauses (y) and (z)
above, definitive Registered Notes of this series will be issued in
exchange for this Permanent Global Note, or any portion hereof, only if
such definitive Registered Notes were requested by written notice to the
[Trustee] [Security Registrar] by or on behalf of a person who is a
beneficial owner of an interest hereof given through the holder hereof.
Any definitive Registered Notes of this series issued in exchange for
this Permanent Global Note, or any portion hereof, shall be registered
in the name or names of such person or persons as the holder hereof
shall instruct the [Trustee] [Security Registrar]. Except as provided
above, owners of beneficial interests in this Permanent Global Note will
not be entitled to receive physical delivery of Notes in definitive form
and will not be considered the holders thereof for any purpose under the
Indenture.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - Any exchange of this Permanent Global Note or
portion hereof, whether for one or more definitive Registered Notes of
this series or one or more definitive Bearer Notes of this series, will
be made at the [London] office of the Security Registrar, upon request
and by or on behalf of the person who is the beneficial owner of an
interest herein given through Euroclear or CEDEL. Upon exchange of any
portion of this Permanent Global Note for one or more definitive
Registered Notes of this series or one or more definitive Bearer Notes
of this series, or both, the Security Registrar shall endorse Schedule A
of this Permanent Global Note to reflect the reduction of the principal
amount represented hereby by an amount equal to the aggregate principal
amount of the definitive Registered Notes of this series or Bearer Notes
of this series so issued in exchange, or both, whereupon the principal
amount hereof shall be reduced for all purposes by the amount so
exchanged and noted. Except as otherwise provided herein or in the
Indenture, until exchanged in full for one or more definitive Registered
Notes of this series or one or more definitive Bearer Notes of this
series, or both, this Permanent Global Note shall in all respects be
subject to and entitled to the same benefits and conditions under the
Indenture as duly authenticated and delivered definitive Registered Note
of this series or definitive Bearer Note of this series.]
[If the Permanent Global Note is to be deposited with a U.S.
Depositary, insert - Any exchange of this Permanent Global Note or
portion hereof for one or more definitive Registered Notes of this
series will be made at the [New York] office of the [Trustee] [Security
Registrar]. Upon exchange of any portion of this Permanent Global Note
for one or more definitive Registered Notes of this series, the
[Trustee] [Security Registrar] shall endorse Schedule A of this
Permanent Global Note to reflect the reduction of the principal amount
represented hereby by an amount equal to the aggregate principal amount
of the definitive Registered Notes of this series so issued in exchange,
whereupon the principal amount hereof shall be reduced for all
purposes by the amount so exchanged and noted. Except as otherwise provided
herein or in the Indenture, until exchanged in full for one or more
definitive Registered Notes of this series, this Permanent Global Note
shall in all respects be subject to and entitled to the same benefits
and conditions under the Indenture as a duly authenticated and delivered
Registered Notes of this series.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - Except as provided in the next paragraph, neither
the holder of this Permanent Global Note nor any beneficial owner of any
portion of this Permanent Global Note shall be entitled to receive
payment of accrued interest hereon until this Permanent Global Note or
the relevant portion hereof has been exchanged for one or more
definitive Registered Notes of this series or one or more definitive
Bearer Notes of this series or a combination thereof, as provided herein
and in the Indenture.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - The principal and any interest in respect of any
portion of this Permanent Global Note payable in respect of an interest
payment date or at the stated maturity thereof, in each case occurring
prior to the exchange of such portion for a definitive Registered Note
or Notes of this series or a definitive Bearer Note or Notes of this
series, as the case may be, will be paid to each of Euroclear and CEDEL
S.A. with respect to the portion of this Permanent Global Note held for
its account. Each of Euroclear and CEDEL S.A. will undertake in such
circumstances to credit any such principal and interest received by it
in respect of this Permanent Global Note to the respective accounts of
the persons who are the beneficial owners of such interests on such
interest payment date or at stated maturity. If a definitive Registered
Note of this series is issued in exchange for any portion of this
Permanent Global Note after the close of business at the office or
agency where such exchange occurs on (i) any regular record date and
before the opening of business at such office or agency on the relevant
interest payment date, or (ii) any special record date and before the
opening of business at such office or agency on the related proposed
date for payment of defaulted interest, interest or defaulted interest,
as the case may be, will not be payable on such interest payment date or
proposed date for payment, as the case may be, in respect of such
Registered Note, but will be payable on such interest payment date or
proposed date for payment, as the case may be, only to Euroclear and
CEDEL S.A., and Euroclear and CEDEL S.A. will undertake in such
circumstances to credit such interest to the account of the person who
was the beneficial owner of such portion of this Permanent Global Note
on such regular record date or special record date, as the case may be.]
[If the Permanent Global Note is to be deposited with a U.S.
Depositary, insert - Except as provided in the next paragraph, neither
the holder of this Permanent Global Note nor any beneficial owner of any
portion of this Permanent Global Note shall be entitled to receive
payment of accrued interest hereon until this Permanent Global Note or
the relevant portion hereof has been exchanged for one or more
definitive Registered Notes of this series, as provided herein and in
the Indenture.]
[If the Permanent Global Note is to be deposited with a U.S.
Depositary, insert - The principal and interest in respect of any
portion of this Permanent Global Note payable in respect
of an interest payment date or at the stated maturity thereof, in each case
occurring prior to the exchange of such portion for a definitive Registered
Notes or Notes of this series, will be paid, as provided herein, to the holder
hereof which will undertake in such circumstances to credit any such
principal and interest received by it in respect of this Permanent
Global Note to the respective accounts of the Persons who are the
beneficial owners of such interests on such interest payment date or at
stated maturity. If a definitive Registered Note of this series is
issued in exchange for any portion of this Permanent Global Note after
the close of business at the office or agency where such exchange occurs
on (i) any regular record date and before the opening of business at
such office or agency on the relevant interest payment date, or (ii) any
special record date and before the opening of business at such office or
agency on the related proposed date for payment of defaulted interest,
interest or defaulted interest, as the case may be, will not be payable
on such interest payment date or proposed date for payment, as the case
may be, in respect of such Registered Note, but will be payable on such
interest payment date or proposed date for payment, as the case may be,
only to the holder hereof, and the holder hereof will undertake in such
circumstances to credit such interest to the account of the person who
was the beneficial owner of such portion of this Permanent Global Note
on such regular record date or special record date, as the case may be.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - The principal of and interest on this Permanent
Global 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, 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
(the "Paying Agent") in , in ,
in , in and in , or at such other
office or agencies outside the United States of America (including the
States and the District of Columbia) and its possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and Northern Mariana Islands) (the "United States") as the Company may
designate, by check drawn on a bank in _________________ or wire
transfer to an account maintained by the payee with a bank located
outside the United States (so long as the Paying Agent has received
proper transfer instructions in writing); provided, however, that
payment of principal of and interest on this Permanent Global Note
(including any additional amounts which may be payable as provided
below) shall be made at the office of the Company's paying agent in [the
Borough of Manhattan, The City of New York] if (but only if) payment in
United States dollars of the full amount of such principal, interest or
additional amounts, as the case may be, at all offices or agencies
outside the United States maintained for the purpose by the Company in
accordance with the Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions. Interest on this
Permanent Global Note due on or before maturity shall be payable only
upon presentation at such an office or agency of this Permanent Global
Note.]
[If the Permanent Global Note is to be deposited with a U.S.
Depositary, insert - The principal of and interest on this Permanent
Global 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 the addresses of the
persons entitled thereto as such addresses shall appear in the Security
Register of the Company relating to the Notes.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - The Company will pay to any holder of any Note of
this series or any related coupon 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 such 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 herein) 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 such Note or in such coupon 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 or coupon, if any, for payment on a date more
than __ 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 or any
related coupon, 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 any such 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 such Note or any related coupon.
Except as specifically provided in the Notes of this series (including
this Permanent Global Note), 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 Permanent Global Note there is
mentioned, in any context, the payment of the principal of or interest
on, or in respect of, a Note or any related coupon, such mention shall
be deemed to include mention of the payment of additional amounts
provided for herein or therein to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof
pursuant to the provisions hereof or thereof and express mention of the
payment of additional amounts (if applicable) in any provisions hereof
or thereof shall not be construed as excluding additional amounts in
those provisions 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 the members
of which 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.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - Notwithstanding the foregoing, if and so long as
the certification, identification or other reporting requirement with
respect to any and all Notes of this series (including this Permanent
Global Note) referred to in the [________] paragraph on the reverse
hereof would be fully satisfied by payment of a withholding tax, backup
withholding tax or similar charge, the Company may elect to have the
provisions of this paragraph apply in lieu of the provisions of such
paragraph, which election may be stated in the Determination Notice (as
defined in such [________] paragraph). In such event, the Company will
pay as additional amounts with respect to any Note of this series
(including this Permanent Global Note) that the Company determines is
subject to such requirement such amounts as may be necessary so that
every net payment made following the effective date of such requirement
outside the United States by the Company
or any of its paying agents of principal or interest due in respect of any
Bearer Note of this series or any related coupon of which the beneficial
owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to
the Company, any paying agent or any governmental authority), after deduction
or withholding for or on account of such withholding tax, backup
withholding tax or similar charge (other than a withholding tax, backup
withholding tax or similar charge which (a) would not be applicable to a
payment made to a custodian, nominee or other agent of the beneficial
owner or which can be satisfied by such a custodian, nominee or other
agent certifying to the effect that such beneficial owner is a United
States Alien (provided, however, in each case that payment by such
custodian, nominee or agent to such beneficial owner is not otherwise
subject to any requirement referred to in this paragraph), (b) is
applicable only to payment by a custodian, nominee or other agent of the
beneficial owner to such beneficial owner, (c) would not be applicable
to a payment made by any other paying agent of the Company in Western
Europe, or (d) is imposed as a result of the presentation of such Bearer
Note or coupon for payment on a date more than __ days after the date on
which such payment becomes due and payable or the date on which payment
thereof is duly provided for, whichever occurs later), will not be less
than the amount provided for in such Bearer Note or coupon to be then
due and payable.]
Reference is hereby made to the further provisions of this Permanent
Global 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 manual signature, this Permanent
Global 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: ______________________ 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 [Reverse Side of Note]
[Reverse Side of Note]
This Permanent Global 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 any coupons appertaining
thereto, and the terms upon which the Notes are, and are to be,
authenticated and delivered.
[_________________________________________________ initially has been
appointed Security Registrar, Authenticating Agent 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.
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - The Notes of this series of which this Permanent
Global Note is a part are issuable as Bearer Notes, with interest
coupons attached, in the denominations of $_______, and as Registered
Notes, without coupons, in denominations of $__________ and any integral
multiple in excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Bearer Notes and Registered Notes
of the series of which this Permanent Global Note is a part are
exchangeable for a like aggregate principal amount of Registered Notes
of this series and of like tenor of any authorized denominations, as
requested by the holder surrendering the same, upon surrender of the
Note or Notes to be exchanged, with all unmatured coupons and all
matured coupons in default thereto appertaining, at any office or agency
described below where Registered Notes of this series may be presented
for registration of transfer; provided, however, that Bearer Notes
surrendered in exchange for Registered Notes between a regular record
date and the relevant interest payment date shall be surrendered without
the coupon relating to such interest payment date. Registered Notes,
including Registered Notes received in exchange for Bearer Notes, may
not be exchanged for Bearer Notes.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert -Title to Bearer Notes of the series of which this
Permanent Global Note is a part and any related coupons shall pass by
delivery.] As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of Registered Notes of the
series of which this Permanent Global Note is a part may be registered
in the Security Register of the Company, upon surrender of a Registered
Note for registration of transfer at the principal corporate trust
office of the Trustee or, 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 such transfer agent, at the
[main] offices of _________________________ in _________________________ and
_________________________ in _________________________ or at such
other offices or agencies as the Company may designate, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by,
the registered holder thereof or his attorney duly authorized in
writing, and thereupon one or more new Registered Notes of this series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee
or transferees.
No service charge shall be made for any such registration of
transfer or exchange of Notes as provided above, but the Company may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - The Company, the Trustee and any agent of the
Company or the Trustee may treat the bearer of a Bearer Note of any
series and any related coupon and,] Prior to due presentment of a
Registered Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the person in
whose name such Note is registered, as the absolute owner thereof for
all purposes, whether or not such Note [If the Permanent Global Note is
to be deposited with a Common Depositary, insert - or such coupon] be
overdue, and neither the Company, the Trustee or any such agent shall be
affected by notice to the contrary.
[Except as otherwise provided herein,] the Notes of this series
(including this Permanent Global Note and the interests represented
hereby) are not subject to redemption at the option of the Company or
repayment at the option of the holder prior to maturity.5
[The provisions of Article Fourteen of the Indenture do not apply to
Notes of this series (including this Permanent Global Note and the
interests represented hereby).]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - The Notes of this series (including this Permanent
Global Note and the interests represented hereby) 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 ruling, which
amendment or change is effective on or after _____________, 19__, the
Company will become obligated to pay additional amounts (as described on
the face thereof or hereof) on the next
5 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.
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 further, 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 __ 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 of this series (including this
Permanent Global Note and the interests represented hereby) then due,
and (b) at the time such notice is given, such obligation to pay such
additional amounts remains in effect. Immediately prior to the giving of
any notice of redemption as provided in 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 such effect
based on such statement of facts.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, 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 Note of the series of which this
Permanent Global Note is a part or any related coupon would, under any
present or future laws or regulations of the United States affecting
taxation or otherwise, be subject to any certification, identification
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 Note 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 of
this series (including this Permanent Global Note and the interests
represented hereby), 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 the
conditions of the [______] paragraph on the face of this Permanent
Global Note are satisfied, pay the additional amounts specified in such
paragraph. The Company will make such 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 (including this
Permanent Global Note and the interests represented hereby), or will pay
the additional amounts specified in such paragraph and (if applicable)
the last date by which the redemption of the Notes (including this
Permanent Global Note and the interests represented hereby), must take
place. If the Company elects to redeem the Notes (including this
Permanent Global Note and the interests represented
hereby) 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 __ 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 will cause notice thereof to
be duly published in the manner provided below. Notwithstanding the
foregoing, the Company will not so redeem the Notes (including this
Permanent Global Note and the interests represented hereby) if the
Company subsequently determines, not less than __ days prior to the date
fixed for redemption, that subsequent payments on the Notes (including
this Permanent Global Note and the interests represented hereby) 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 additional
amounts, and as long as the Company is obligated to pay such additional
amounts, the Company may subsequently redeem the Notes (including this
Permanent Global Note and the interests represented hereby), 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.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert - With respect to any redemption made pursuant to the
terms of this Note, no payment in respect of the portion of the
redemption price which represents accrued interest thereon shall be made
at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States.]
[If the Permanent Global Note is to be deposited with a Common
Depositary, insert -Notice of redemption will be given by publication in
an Authorized Newspaper in The City of New York and, if the Notes of
this series are then listed on [The International Stock Exchange of the
United Kingdom and the Republic of Ireland, Limited] [the Luxembourg
Stock Exchange] [or] any [other] stock exchange located outside the
United States and such stock exchange shall so require, in [London]
[Luxembourg] [or] in any [other] required city outside the United States
or, if not practicable, elsewhere in Europe, [and by mail to holders of
Registered Notes], not less than __ nor more than __ days prior to the
dated fixed for redemption.]
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 (including this Permanent Global
Note and the interests represented hereby) 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 not less than 662/3% 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 Permanent Global Note shall be conclusive and binding
upon such holder and upon all future holders of this Permanent Global
Note and the persons who are beneficial owners of interests represented
hereby, and of any Note (including any permanent global Note) issued in
exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Permanent Global Note.
No reference herein to the Indenture and no provision of this
Permanent Global 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 additional amounts, as
described on the face hereof) on this Permanent Global Note at the
times, places and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal or the
interest on this Permanent Global 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 (including this Permanent Global Note)
shall be dated the date of the original issuance of the first Note of
such series to be issued.
The Indenture, the Notes (including this Permanent Global Note) 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 Permanent Global Note which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
Schedule A
SCHEDULE OF EXCHANGES
Remaining
principal
Principal Amount amount Notation made
Date exchanged following on behalf of the
Exchange or more such [Trustee][Security
Made definitive Notes exchange Registrar]