[FORM OF PERMANENT GLOBAL SENIOR 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)(D)(3) 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
1
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
[zz]
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.
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.
3
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-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
4
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.]
5
[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
6
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
7
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.]
8
[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
9
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
10
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
11
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.
12
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.
BANKAMERICA NATIONAL TRUST
COMPANY, as Trustee
[By: ______________________,
as Authenticating Agent]
By: ______________________
Authorized Signatory
13
[Reverse Side of Note]
This Permanent Global Note is one of a duly authorized issue
of Securities of the Company designated as its ____% Senior
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 BankAmerica
National Trust Company (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights thereunder
of the 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.]
[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
14
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
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.
15
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 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
16
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.]
17
[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 (i) the
Company's failure to pay principal of (or premium, if any, on)
the Notes when due, or to pay interest on the Notes within thirty
days after the same becomes due, (ii) the Company's breach of its
other covenants contained in this Note or in the Indenture, which
breach is not cured within ninety days after written notice by
the Trustee or by the holders of at least 25% in outstanding
principal amount of all Securities issued under the Indenture and
affected thereby, and (iii) certain events involving the
bankruptcy, insolvency or liquidation of the 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.
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 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
18
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.
19
Schedule A
SCHEDULE OF EXCHANGES
Principal Notation made
Amount Remaining on behalf of
exchanged for principal the
one amount [Trustee][Secu
Date or more following rity
Exchange definitive such Registrar]
Made Notes exchange
20