[FORM OF SENIOR REGISTERED NOTE]
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depository") or a nominee of
the Depository, 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 DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR
NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY 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 DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) 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.
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 R______ $_______________
CUSIP 638585 ___
SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
NATIONSBANK CORPORATION
______% SENIOR NOTE, DUE ____
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(1) on _____________________, 19___,(2) and to pay interest on
said principal sum, semi-annually (3)
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
(continued...)
in arrears on ____________________ and ___________________ of each
year, at the rate of ___% per annum(4), from the ____________ or
____________, as the case may be, next preceding the date of this
Note to which interest has been paid, unless the date hereof is a
date to which interest has been paid, in which case from the date
of this Note, or unless no interest has been paid on the Notes, in
which case from ________________________, until payment of such
principal sum has been made or duly provided for. Notwithstanding
the foregoing, if the date hereof is after a record date for the
Notes (which shall be the close of business on the [last]
[fifteenth] day of the calendar month next preceding an interest
payment date) and before the next succeeding interest payment
date, this Note shall bear interest from such interest payment
date; provided, however, that if the Corporation shall default in
the payment of interest due on such interest payment date, then
this Note shall bear interest from the next preceding interest
payment date to which interest has been paid, or, if no interest
has been paid on the Notes, from __________________. The interest
so payable, and punctually paid or duly provided for, on any
interest payment date will, as provided in such Indenture, be paid
to the person in whose name this Note (or one or more predecessor
Notes evidencing all or a portion of the same debt as this Note)
is registered at the close of business on the record date for such
interest payment date. The principal of and interest on this Note
are payable in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts, at the office or agency of the
Corporation in __________________ or such other places that the
Corporation shall designate 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 Security Register of the Corporation
relating to the Notes. Any interest not punctually paid or duly
provided for shall be payable as provided in such Indenture. (5)
2 (...continued)
of Notes of a series may be renewed at the option of the
holder, or extended at the option of the Corporation,
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.
5 This form does not contemplate the offer of
Notes to United States Aliens (for United States federal
income tax purposes). If Notes are offered to United States
Aliens, the form of Note, as used, may be modified to
provide for the payment of additional amounts to such
United States Aliens or, if applicable, the redemption of
such Notes in lieu of payment of such additional amounts.
2
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as
though fully set forth at this place.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee 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
Attest:
By:
Secretary [Title: ]
[CORPORATE SEAL]
Dated
3
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
4
[Reverse Side of Note]
NATIONSBANK CORPORATION
______% SENIOR NOTE, DUE __________
This Note is one of a duly authorized series of Securities of the
Corporation unlimited in aggregate principal amount issued and to be
issued under an Indenture dated as of January 1, 1995 (herein called the
"Indenture") between the Corporation 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 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 _____% Senior Notes, due __________
(herein called the "Notes"), limited in aggregate principal amount to
$__________. [NationsBank of Georgia, National Association] initially
has been appointed Security Registrar, Authenticating and Paying Agent
in connection with the Notes.
[Except as otherwise provided herein,] the Notes of this series are
not subject to redemption at the option of the Corporation or repayment
at the option of the holder prior to maturity.(6)
[The provisions of Article Fourteen of the Indenture do not apply
to Securities of this series.]
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the
Security Register of the 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 or the Security
Registrar duly executed by, the registered holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
the denominations of $______ and any integral multiple in excess
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
6 This form provides for Notes that are not subject
to redemption at the option of the Corporation 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 Corporation or repayment at the option of
the holder, with the terms and conditions of such
redemption or repayment, as the case may be, including
provisions regarding sinking funds, if applicable,
redemption prices and notice periods, set forth therein.
5
If any interest payment data or maturity date for a Note falls on a
day that is not a Business Day, the interest payment date or maturity
date will be the following day that is a Business Day and the payment of
interest or principal will be made on such next Business Day as if it
were made on the date such payment was due and no additional interest
will accrue on the amount so payable for the period from and after such
interest payment date or maturity date.
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 Trustee and any agent of the Corporation or the
Trustee may treat the person in whose name this Note is registered as
the absolute owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not this Note be
overdue, and neither the Corporation, the Trustee nor any such agent
shall be affected by notice to the contrary.
If an Event of Default (defined in the Indenture as (i) the
Corporation's failure to pay principal of (or premium, if any, on) any
Notes when due, or to pay interest on the Notes within 30 days after the
same becomes due, (ii) the Corporation's breach of its other covenants
contained in this Note or the Indenture, which breach is not cured
within 90 days after written notice by the Trustee or 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 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.
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 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, 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 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 times, place and rate, and in the
coin or currency, herein prescribed.
6
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 the issue hereof, expressly waived and released.
The Notes of this series shall be dated the date of their
authentication.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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 The 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.
__________
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The following abbreviations, when used in the inscription on the
face of the within Note, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- _________ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________ (State)
Additional abbreviations may also be used though not in the above list.
__________
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________
(Name and Address of Assignee, including zip code, must be printed or
typewritten.)
____________________________________________________________ the within
Note, and all rights thereunder, hereby irrevocably constituting and
appointing
_____________________________________________________________ Attorney
to transfer said Note on the books of the Corporation, with full power
of substitution in the premises.
Dated: ____________
__________________________________
NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular,
without alteration or enlargement or any change whatever and must be
guaranteed.
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