FORM OF CAPITAL SECURITY CERTIFICATE
This Capital Security is a Global Security within the meaning
of the Declaration hereinafter referred to and is regis tered in the name of The
Depository Trust Company (the "Deposi tary") or a nominee of the Depositary.
This Capital Security is exchangeable for Capital Securities registered in the
name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Capital
Security (other than a transfer of this Capital Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or to another nominee of the Depositary) may be registered except
in limited circumstances.
Unless this Capital Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the Trust or its agent for registration of transfer, exchange or
payment, and any Capital Security 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 hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
THIS INSTRUMENT IS NOT A SAVINGS ACCOUNT OR A BANK DEPOSIT, IS NOT AN OBLIGATION
OF OR GUARANTEED BY ANY BANKING AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY AND INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
Certificate Number
__-R-_____________ CUSIP No. _______________
ISIN No. ________________
Common Code No.__________
Certificate Evidencing __________ Floating Rate Capital
Securities
of
NB CAPITAL TRUST III
Floating Rate Capital Securities
(liquidation amount $1,000 per Capital Security)
NB CAPITAL TRUST III, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby
certifies that CEDE & CO. (the "Holder") is the registered owner of
________________ Capital Securities of the Trust representing undivided
preferred beneficial interests in the assets of the Trust designated the
Floating Rate Capital Securities (liquida tion amount $1,000 per Capital
Security) (the "Capital Securities"). The Capital Securities are transferable on
the books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer. The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Capital Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of January __, 1997, as the
same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Capital Securities as set forth in Annex I to
the Declaration. Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Holder is entitled to the benefits of
the Capital Securities Guarantee to the extent provided therein. The Declaration
permits the Sponsor to dissolve the Trust at any time. The Sponsor will provide
a copy of the Declaration, the Capital Securities Guarantee and the Indenture to
a Holder with out charge upon written request to the Sponsor at its principal
place of business.
Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.
By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Notes as indebtedness and the Capital
Securities as evidence of indirect beneficial ownership of the Notes.
IN WITNESS WHEREOF, the Trust has executed this certificate as
of ____________, 1997.
NB CAPITAL TRUST III
By:________________________________
Name: John E. Mack
Title: Regular Trustee
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[FORM OF REVERSE OF SECURITY]
Distributions payable on each Capital Security will be payable
in respect of the liquidation amount of $1,000 per capital security at a rate
per annum equal to LIBOR plus ___%, such rate being the rate of interest payable
on the Notes to be held by the Property Trustee on behalf of the Trust.
Distributions in arrears will continue to accumulate at the same rate,
compounded quarterly. A Distribution is payable only to the extent that payments
are made in respect of the Notes held by the Property Trustee and to the extent
the Property Trustee has funds available therefor. The amount of Distributions
payable for any period will be computed on the basis of a 360-day year of twelve
30-day months.
Accrued Distributions on any Security will be calculated by
multiplying the principal amount of such Security by an accrued interest factor.
Such accrued interest factor will be computed by adding the interest factor
calculated for each day from and including ___________, 1997, or from but
excluding the last date to which interest has been paid, as the case may be, to
and including the date for which accrued interest is being calculated. The
interest factor (expressed as a decimal) for each such day is computed by
dividing the rate in effect on such day by 360. All percentages resulting from
any calculation of Distributions on the securities will be rounded to the
nearest one hundred-thousandth of a percentage point, with five one- millionths
of a percentage point rounded upward (e.g., 5.687665% (or .05687665) would be
rounded to 5.68767% (or .0568767)), and all dollar amounts used or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upward).
Except as otherwise described below, Distributions on the
Capital Securities will be cumulative, will accrue from the date of original
issuance and will be payable quarterly in ar rears on January 15, April 15, July
15 and October 15 of each year, commencing on April 15, 1997 to the person in
whose name the Capital Security is registered at the close of business on the
regular record date for such installment, which shall be the close of business
on the Business Day next preceding such payment date. IF PURSUANT TO THE TERMS
OF THE DECLARATION, THE SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL
SECURITY -- which shall be the close of business on January 1, April 1, July 1
or October 1. The Note Issuer has the right under the Inden ture to defer
payments of interest by extending the interest pay ment period from time to time
on the Notes for a period not exceeding 20 consecutive quarterly periods (each
an "Extension Period"), provided that no Extension Period shall last beyond the
date of the maturity of the Notes. As a consequence of such deferral,
Distributions will also be deferred hereunder for the same period. Despite such
deferral, quarterly Distributions to which Holders of such Capital Securities
are entitled will con tinue to accumulate additional Distributions thereon at a
rate per annum equal to LIBOR plus ___%, compounded quarterly from the relevant
payment date for such Distributions. Prior to the termination of any such
Extension Period, the Note Issuer may
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further extend such Extension Period; provided that such Exten sion Period
together with all such previous and further exten sions thereof may not exceed
20 consecutive quarterly periods or extend beyond the maturity date of the
Notes. Payments of accrued Distributions will be payable to Holders as they
appear on the books and records of the Trust on the first record date after the
end of the Extension Period. Upon the termination of any Extension Period and
the payment of all amounts then due, the Note Issuer may commence a new
Extension Period, subject to the above requirements.
THE CAPITAL SECURITIES SHALL BE REDEEMABLE AS PROVIDED
IN THE DECLARATION.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital Security
Certificate to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints
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- ------------------------------------ agent to transfer this Capital Security
Certificate on the books of the Trust. The agent may substitute another to act
for him or her.
Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Capital Security
Certificate)
Signature Guarantee*:
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* Signature must be guaranteed by an "eligible guarantor institution"
that is a bank, stock broker, savings and loan association or credit
union meeting the requirements of the Registrar, which requirements
include membership or participation in the Securities Transfer Agents
Medallion Program ("STAMP") or such other "signature guarantee program"
as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities and
Exchange Act of 1934, as amended.
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