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, a New York
corporation ("DTC"), 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 DTC (and any payment
is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as 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 NATIONSBANK CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED $_________________
NUMBER FXR _________CUSIP 63858S ____
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE, SERIES F
(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:
This Note is a Renewable Note.
See Attached Rider.
This Note is an Extendible Note.
See Attached Rider.
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 CEDE &
CO., 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, semi-annually 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 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 as specified above 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 from and
including the Original Issue Date specified above, if no interest
has been paid or duly provided for ) to but excluding the
Interest Payment Date or the 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,
immediately 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 or a legal
holiday in New York, New York or Charlotte, North Carolina that
is not a day on which banks in New York, New York, or Charlotte,
North Carolina are authorized or required by law or regulation 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
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 (as described on the reverse hereof) from the
registered holder hereof not less than one Business Day prior to
the due date of such principal and (ii) presentation of this Note
to the Issuing and Paying Agent, at The Bank of New York, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (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
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: __________________________________
Authorized Signatory
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE, SERIES F
(Fixed Rate)
This 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," 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 Subordinated Medium-Term Notes, Series F(herein
called the "Notes"), limited in aggregate principal amount to
$2,000,000,000. The Trustee shall initially act as Security
Registrar, Authenticating and Paying Agent in connection with the
Notes. 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
registered 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.
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 registered 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.
The provisions of Article Fourteen of the Indenture do not
apply to Securities of this Series.
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
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.
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 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 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 Trustee, the Issuing and Paying
Agent and any agent of the Corporation, the Trustee 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 Note be overdue, and neither the
Corporation, the Trustee, 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.
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
holder 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 or payments or for
maintaining, supervising or reviewing the records maintained by
DTC, its participants or persons acting through such
participants.
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 it appears upon the face of the within Note in every
particular, without alteration or enlargement or any change
whatever and must be guaranteed.
[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 any duly
appointed paying agent) must receive at __________________, or at
such other place or places of which the Corporation shall from
time to time notify the registered 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 hereof, 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 registered 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 registered 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.
RENEWABLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is a Renewable Note which initially matures on the
Stated Maturity Date shown on the face hereof. At each Renewal
Date, as specified below, the maturity of this Note will be
automatically extended to the corresponding New Maturity Date, as
specified below, unless the registered holder of this Note elects
to terminate the automatic extension of the maturity of this Note
or any portion hereof and delivers a completed Extension
Termination Notice to the Trustee (or any duly appointed paying
agent) not less than 15 nor more than 30 days prior to the
applicable Renewal Date. The Extension Termination Notice may
specify all or a portion of the outstanding principal amount of
the Note so long as the principal amount of the Note remaining
outstanding after repayment is an integral multiple of $1,000.
Upon timely delivery of such Extension Termination Notice, the
term of the principal amount of this Note subject to such notice
will be deemed automatically to mature on the Stated Maturity
Date or the then applicable New Maturity Date, as the case may
be. The remaining principal balance of such Note, if any, will
be deemed to automatically be extended to the corresponding New
Maturity Date but in no circumstances may such maturity be
extended beyond the Final Maturity Date set forth below. An
election to terminate the automatic extension of the maturity
hereof shall be irrevocable and binding on each holder hereof.
Notwithstanding any such extension, the interest rate applicable
to this Note will continue to be calculated as set forth in this
Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
Renewal Date (s) New Maturity Date(s)
EXTENDIBLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is an Extendible Note, whereby the Corporation has
the option to extend the maturity of this Note for one or more
whole year periods, as set forth below (each, an "Extension
Period"), up to but not beyond the Final Maturity Date set forth
below, under the terms of this Note as supplemented by this
Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice
Due Date
Extended
Maturity Date
The Corporation may exercise its option with respect hereto
by delivery to the Trustee (or any duly appointed paying agent)
of notice of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity Date originally in effect with
respect hereto or, if the Stated Maturity Date has already been
extended, prior to the maturity date then in effect (each, an
"Extended Maturity Date"). After such receipt and not later than
40 days prior to the Stated Maturity Date or an Extended Maturity
Date, as the case may be (each, a "Maturity Date"), the Trustee
(or any duly appointed Paying Agent) will mail first class mail,
postage prepaid, to the registered holder hereof a notice (the
"Extension Notice") relating to such extension period (the
"Extension Period") setting forth (i) the election of the
Corporation to extend the maturity hereof, (ii) the new Extended
Maturity Date, (iii) the interest rate applicable to the
Extension Period, and (iv) the provisions, if any, for redemption
during the Extension Period, including the date or dates on
which, the period or periods during which and the price or prices
at which such redemption may occur during the Extension Period.
Upon the mailing by the Trustee (or any duly appointed Paying
Agent) of an Extension Notice to the registered holder hereof,
the maturity hereof shall be extended automatically as set forth
in such Extension Notice, and, except as modified by the
Extension Notice and as described in the next paragraph, this
Note will have the same terms as prior to the mailing of such
Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior
to the Maturity Date hereof (or, if such date is not a Business
Day, on the immediately succeeding Business Day), the Corporation
may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the
Extension Period by mailing or causing the Trustee (or any duly
appointed paying agent) to mail notice of such higher interest
rate, first class mail, postage prepaid, to the registered holder
hereof. Such notice shall be irrevocable. Thereafter, this Note
will bear such higher interest rate for the Extension Period.
If the Corporation elects to extend the maturity hereof, the
registered holder hereof will have the option to elect repayment
hereof by the Corporation on the Maturity Date then in effect at
a price equal to the principal amount hereof plus any accrued and
unpaid interest to such date. In order for this Note to be so
repaid on the Maturity Date, the Corporation must receive, at
least 15 days but not more than 30 days prior to the Maturity
Date then in effect with respect hereto, (i) this Note with the
form "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, or the
National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States setting forth the name
of the registered holder hereof, the principal amount hereof to
be repaid, the certificate number or a description of the tenor
and terms hereof, a statement that the option to elect repayment
is being exercised thereby and a guarantee that this Note,
together with the duly completed form entitled "Option to Elect
Repayment" attached hereto, will be received by the Trustee (or
any duly appointed paying agent) not later than the fifth
Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such telegram,
telex, facsimile transmission or letter shall only be effective
if this Note and duly completed form are received by the Trustee
(or any duly appointed paying agent) by such fifth Business Day.
Such option may be exercised by the registered holder hereof for
less than the aggregate principal amount hereof then outstanding,
provided that the principal amount hereof remaining outstanding
after repayment is an integral multiple of $1,000.
