If the registered owner of this Note (as indicated below) is The
Depository Trust Company (the "Depositary") or a nominee of the
Depositary, this Note is a Global Security and the following
legend is applicable. THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR
ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A
TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water
Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of
The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.(1)
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 CORPORATION AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
REGISTERED
NUMBER FXR _________ $__________
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES ___ CUSIP 63858S ____
(Fixed Rate)
ORIGINAL ISSUE DATE:
INTEREST RATE:
STATED MATURITY DATE:
FINAL MATURITY DATE:
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE:
PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
ADDITIONAL TERMS:
NationsBank Corporation, a corporation duly organized
and existing under the laws of the State of North Carolina
(herein called the "Corporation," which term includes any
successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay
to , or registered assigns, the principal sum of
___________________ DOLLARS on the Stated Maturity Date
specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date), and to pay interest on
said principal sum, semiannually in arrears on ____________
and __________ of each year (each an "Interest Payment
Date"), at the Interest Rate per annum specified above,
until payment of such principal sum has been made or duly
provided for, commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above,
unless the Original Issue Date occurs between a Regular
Record Date, as defined below, and the next succeeding
Interest Payment Date, in which case commencing on the
Interest Payment Date following the next succeeding Regular
Record Date, and on
1
Applies only if this Note is a Global Note.
the Stated Maturity Date or Final Maturity Date shown above (or any
Redemption Date as defined on the reverse hereof or any Optional
Repayment Date with respect to which any such option has been
exercised, each such Stated Maturity Date, Final Maturity Date,
Redemption Date and Optional Repayment Date being herein referred
to as a "Maturity Date" with respect to the principal payable on
such date). Interest on this Note will accrue from the Original
Issue Date specified above until the principal amount is paid and
will be computed on the basis of a 360- day year of twelve 30-day
months. Interest payments will be in the amount of interest
accrued from and including the next preceding Interest Payment Date
in respect of which interest has been paid or duly provided for or,
if no interest has been paid, from the Original Issue Date
specified above, to but excluding the Interest Payment Date or
Maturity Date, as the case may be. If the Maturity Date or an
Interest Payment Date falls on a day which is not a Business Day as
defined below, principal or interest payable with respect to such
Maturity Date or Interest Payment Date will be paid on the next
succeeding Business Day with the same force and effect as if made
on such Maturity Date or Interest Payment Date, as the case may be,
and no additional interest shall accrue for the period from and
after such Maturity Date or Interest Payment Date. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will be paid to the person in whose name this Note (or
one or more predecessor Notes evidencing all or a portion of the
same debt as this Note) is registered at the close of business on
the Regular Record Date, which shall be the __________ or the
__________, whether or not a Business Day, as the case may be, next
preceding such Interest Payment Date; provided, however, that the
first payment of interest on any Note with an Original Issue Date,
as specified above, between a Regular Record Date and an Interest
Payment Date or on an Interest Payment Date will be made on the
Interest Payment Date following the next succeeding Regular Record
Date to the person in whose name this Note is registered at the
close of business on such next succeeding Regular Record Date; and
provided, further, that interest payable on the Maturity Date will
be payable to the person to whom the principal hereof shall be
payable. Any interest not punctually paid or duly provided for
shall be payable as provided in the Indenture. As used herein,
"Business Day" means any day, other than a Saturday or Sunday, on
which banks in The City of New York, Charlotte, North Carolina or
____________________ are not authorized or required by law to be
closed.
The principal of and interest on this Note are payable
in immediately available funds in such coin or currency of
the United States of America as at the time of payment is
legal tender for payment of public and private debts at the
office or agency of the Corporation designated as provided
in the Indenture; provided, however, that interest may be
paid, at the option of the Corporation, by check mailed to
the person entitled thereto at his address last appearing on
the registry books of
2
the Corporation relating to the Notes. Notwithstanding the
preceding sentence, payments of principal of and interest payable
on the Maturity Date will be made by wire transfer of immediately
available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the Issuing and
Paying Agent from the holder hereof not less than one Business Day
prior to the due date of such principal and (ii) presentation of
this Note to [NationsBank of Georgia, National Association as
Issuing and Paying Agent at Corporate Trust Administration, 600
Peachtree Street, Suite 900, Atlanta, Georgia 60608] (the
"Corporate Trust Office").
Reference is made to the further provisions of this
Note set forth on the reverse hereof, which shall have the
same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee or an Authenticating Agent on
behalf of the Trustee by manual signature, this Note shall
not be entitled to any benefit under such Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this
Instrument to be duly executed, by manual or facsimile
signature, under its corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION
By:
[SEAL] Title:
Senior Vice President
ATTEST:
By:
Assistant Secretary
3
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated:_____________
The Bank of New York, as Trustee
By: [NationsBank of Georgia,
National Association, as
Authenticating
Agent]
By: ______________________________
Authorized Signatory
4
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES ___
(Fixed Rate)
This Medium-Term Note is one of a duly authorized
series of Securities of the Corporation unlimited in
aggregate principal amount (herein called the "Notes")
issued and to be issued under an Indenture dated as of
January 1, 1995 (herein called the "Indenture"), between
the Corporation and The Bank of New York, as Trustee (herein
called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the
Corporation, the Trustee and the holders of the Notes, and
the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is also one of the
Notes designated as the Corporation's Subordinated Medium-
Term Notes, Series ___ (herein called the "Notes"), limited
in aggregate principal amount to [$_____________]. The
Notes may bear different dates, mature at different times,
bear interest at different rates and vary in such other ways
as are provided in the Indenture.
THE INDEBTEDNESS OF THE CORPORATION 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 HEREOF, AGREES TO AND SHALL BE BOUND BY SUCH
PROVISIONS OF THE INDENTURE.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of
the holder on the Optional Repayment Date(s), if any,
indicated on the face hereof. IF NO OPTIONAL REPAYMENT
DATES ARE SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE
SO REPAID AT THE OPTION OF THE HOLDER HEREOF PRIOR TO THE
STATED MATURITY DATE. On any Optional Repayment Date this
Note shall be repayable in whole or in part in increments of
$1,000 at the option of the holder hereof at a repayment
price equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of
repayment. For this Note to be repaid in whole or in part
at the option of the holder hereof, this Note must be
received, with the form entitled "Option to Elect Repayment"
below duly completed, by the Issuing and Paying Agent at the
Corporate Trust Office, or such other address of which the
Corporation shall from time to time notify the holders of
the Notes, not more than 60 nor less than 30 days prior to
an Optional Repayment Date. Exercise of such repayment
option by the holder hereof shall be irrevocable.
5
This Note may be redeemed at the option of the
Corporation on any date on and after the Initial Redemption
Date, if any, specified on the face hereof (the "Redemption
Date"). IF NO INITIAL REDEMPTION DATE IS SET FORTH ON THE
FACE HEREOF, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF
THE CORPORATION PRIOR TO THE STATED MATURITY DATE. On and
after the Initial Redemption Date, if any, this Note may be
redeemed at any time in whole or from time to time in part
in increments of $1,000 at the option of the Corporation at
the applicable Redemption Price (as defined below) together
with interest thereon payable to the Redemption Date, on
notice given not more than 60 nor less than 30 days prior to
the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the holder hereof upon
the surrender hereof.
If this Note is redeemable at the option of the
Corporation, the "Redemption Price" shall initially be the
Initial Redemption Percentage, specified on the face hereof,
of the principal amount of this Note to be redeemed and
shall decline at each anniversary of the Initial Redemption
Date by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such
principal amount.
If an Event of Default (defined in the Indenture as
certain events involving the bankruptcy of the Corporation)
shall occur with respect to the Notes, the principal of all
the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture. There is no
right of acceleration provided in the Indenture in case of a
default in the payment of interest or the performance of any
other covenant by the Corporation.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Corporation and the
rights of the holders of the Notes under the Indenture at
any time by the Corporation with the consent of the holders
of not less than 66 2/3% in aggregate principal amount of
the Notes then outstanding and all other Securities then
outstanding under the Indenture and affected by such
amendment and modification. The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Notes then outstanding and all other
Securities then outstanding under the Indenture and affected
thereby, on behalf of the holders of all such Securities, to
waive compliance by the Corporation with certain provisions
of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or
waiver by the holder of this Note shall be conclusive and
binding upon such holder and upon all future holders of this
Note and of any Note issued upon the registration of
transfer hereof or in exchange
6
herefor or in lieu hereof
whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this
Note at the time, place and rate, and in the coin or
currency, herein prescribed.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the
Corporation or any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for issue hereof,
expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may
be registered on the registry books of the Corporation
relating to the Notes, upon surrender of this Note for
registration of transfer at the office or agency of the
Corporation designated by it pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Corporation and the
Trustee duly executed by, the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to
certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, as requested by the
holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Corporation
may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer
of this Note, the Corporation, the Issuing and Paying Agent
and any agent of the Corporation or the Issuing and Paying
Agent may treat the entity in whose name this Note is
registered as the absolute owner hereof for the purpose of
receiving payment as herein provided and for all other
purposes, whether or not this
7
Note be overdue, and neither
the Corporation, the Issuing and Paying Agent nor any such
agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
[NOTES ISSUED AND OUTSTANDING PURSUANT TO A BOOK-ENTRY
SYSTEM SHALL BE DEEMED TO CONTAIN THE FOLLOWING PARAGRAPH:
The Notes are being issued by means of a book-entry system
with no physical distribution of certificates to be made
except as provided in the Indenture. The book-entry system
maintained by Depository Trust Company ("DTC") will evidence
ownership of the Notes, with transfers of ownership effected
on the records of DTC and its participants pursuant to rules
and procedures established by DTC and its participants. The
Corporation will recognize Cede & Co., as nominee of DTC,
while the registered Owner of the Notes, as the owner of the
Notes for all purposes, including payment of principal and
interest, notices and voting. Transfer of principal and
interest to participants of DTC will be the responsibility
of DTC, and transfer of principal and interest to beneficial
owners of the Notes by participants of DTC will be the
responsibility of such participants and other nominees of
such beneficial owners. So long as the book-entry system is
in effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures
established by DTC and its participants. The Corporation
will not be responsible or liable for such transfers of
payments or for maintaining, supervising or reviewing the
records maintained by DTC, its participants or persons
acting through such participants.]
8
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of the within Note shall be
construed as though they were written out in full according
to applicable laws or regulations:
TEN COM-- as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN-- as joint tenants with right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT--..........Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in
the above list.
__________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE, OF ASSIGNEE]
----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
Please Insert Social Security or Other
Identifying Number of Assignee:
________________________
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing
_____________________________________ Attorney to transfer
said Note on the books of the Corporation, with full power
of substitution in the premises.
Dated: ________________________ _________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the within Note in
every particular, without alteration or enlargement, or any
change whatever and must be guaranteed.
9
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion
hereof specified below) pursuant to its terms at a price
equal to the principal amount hereof together with interest
to the repayment date, to the undersigned, at
_________________________________ (Please print or typewrite
name and address of the undersigned)
For this Note to be repaid, the Trustee (or the Paying
Agent on behalf of the Trustee) must receive at
__________________, or at such other place or places of
which the Corporation shall from time to time notify the
Holder of this Note, not more than 60 nor less than 30 days
prior to an Optional Repayment Date, if any, shown on the
face of this Note, this Note with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this Note
is to be repaid, specify the portion hereof (which shall be
in increments of $1,000) which the Holder elects to have
repaid and specify the denomination or denominations (which
shall be $__________ or an integral multiple of $l,000 in
excess of $__________) of the Notes to be issued to the
Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be
issued for the portion not
being repaid).
$_______________________
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as
written
Date:________________ upon the face of this Note in
every particular, without
alteration or enlargement or
any change whatever.]
10