<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 1995
REGISTRATION NO. 33-57533
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONSBANK CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NORTH CAROLINA
(State or other jurisdiction of incorporation or 56-0906609
organization) (I.R.S. Employer Identification No.)
</TABLE>
NATIONSBANK CORPORATE CENTER
CHARLOTTE, NORTH CAROLINA 28255
(704) 386-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PAUL J. POLKING
GENERAL COUNSEL
NATIONSBANK CORPORATION
NATIONSBANK CORPORATE CENTER
CHARLOTTE, NORTH CAROLINA 28255
(704) 386-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
<TABLE>
<S> <C>
BOYD C. CAMPBELL, JR. JAMES R. TANENBAUM
SMITH HELMS MULLISS & MOORE, L.L.P. STROOCK & STROOCK & LAVAN
227 NORTH TRYON STREET SEVEN HANOVER SQUARE
CHARLOTTE, NORTH CAROLINA 28202 NEW YORK, NEW YORK 10004
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two forms of Prospectus: one to be used
in connection with the offering and sale of Debt Securities, including any
Preferred Stock, Depositary Shares and Common Stock into which the Debt
Securities may be convertible, and one to be used in connection with the
offering and sale of Preferred Stock, Depositary Shares and Common Stock,
including any such shares into which the Preferred Stock or Depositary Shares
may be convertible. Each offering made under this Registration Statement will be
made pursuant to one of these Prospectuses, with the specific terms of the
securities offered thereby being set forth in an accompanying Prospectus
Supplement.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 23, 1995
(See appendix for Red herring)
[DEBT]
PROSPECTUS
NATIONSBANK
Debt Securities
NationsBank Corporation ("NationsBank" or the "Corporation") may offer from
time to time its unsecured debt securities, which may be either senior (the
"Senior Debt Securities") or subordinated (the "Subordinated Debt Securities"
and, together with the Senior Debt Securities, the "Debt Securities").
NationsBank may sell up to $3,000,000,000 in aggregate initial offering price of
Debt Securities (or the U.S. dollar equivalent thereof if any of the Debt
Securities are denominated in a foreign currency or currency unit), which may be
offered, separately or together, in one or more series, in amounts, at prices
and on terms to be determined at the time of sale and set forth in an
accompanying supplement to this Prospectus (a "Prospectus Supplement"). Pursuant
to the terms of the Registration Statement of which this Prospectus constitutes
a part, NationsBank may also offer and sell shares of its preferred stock (the
"Preferred Stock"), which may be represented by depositary shares (the
"Depositary Shares"), and shares of its common stock (the "Common Stock"). Any
such Preferred Stock, Depositary Shares or Common Stock will be offered and
issued pursuant to the terms of a separate Prospectus contained in such
Registration Statement. The aggregate amount of Debt Securities that may be
offered and sold pursuant hereto is subject to reduction as the result of the
sale of any Preferred Stock, Depositary Shares or Common Stock pursuant to such
separate Prospectus.
The Senior Debt Securities will rank equally with all other unsubordinated
and unsecured indebtedness of the Corporation. The Subordinated Debt Securities
will be subordinate in right of payment to all existing and future Senior
Indebtedness (as defined herein) of the Corporation.
The Debt Securities may be denominated in U.S. dollars or in another
currency or currency unit (such as the European Currency Unit), and the
principal of (and premium, if any, on) or interest on the Debt Securities may be
payable in U.S. dollars or such foreign currency or currency unit. The specific
terms of each series of Debt Securities offered pursuant to this Prospectus,
including the specific designation, aggregate principal amount, currency or
currency unit in which the principal and any premium or interest may be payable,
authorized denominations, maturity, any premium, any interest rate (which may be
fixed or variable), any interest payment dates, any optional or mandatory
redemption terms, any sinking fund provisions, any subordination terms, any
terms for conversion, the form of such series, any applicable United States
Federal tax considerations, any securities exchange on which such Debt
Securities may be listed, and any other terms of such series of Debt Securities
will be set forth in the Prospectus Supplement relating to such series.
The Debt Securities may be sold (i) through underwriting syndicates
represented by managing underwriters, or by underwriters without a syndicate,
with such underwriters to be designated at the time of sale; (ii) through agents
designated from time to time; or (iii) directly by the Corporation. The names of
any underwriters or agents of NationsBank involved in the sale of the Debt
Securities, the public offering price or purchase price and any applicable
commissions or discounts will be set forth in the applicable Prospectus
Supplement or a pricing supplement thereto. The net proceeds to the Corporation
from such sale also will be set forth in such Prospectus Supplement.
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS, ARE NOT
OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF
NATIONSBANK, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (THE "FDIC") OR ANY OTHER GOVERNMENT AGENCY, AND
INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH
CAROLINA (THE "COMMISSIONER") OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION, THE COMMISSIONER OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February , 1995.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Corporation with the
Securities and Exchange Commission (the "Commission") pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993;
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994;
(c) The Corporation's Current Reports on Form 8-K filed February 24,
1993, as subsequently amended; October 8, 1993, as subsequently amended;
August 4, 1994; September 21, 1994; October 3, 1994; December 22, 1994;
January 26, 1995; and February 21, 1995; and
(d) The description of the Corporation's Common Stock contained in its
registration statement filed pursuant to Section 12 of the 1934 Act, and
any amendment or report filed for the purpose of updating such description,
including the Corporation's Current Report on Form 8-K filed on September
21, 1994.
All reports and any definitive proxy or information statements filed by the
Corporation with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Debt Securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE
IN SUCH DOCUMENTS). WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO JOHN
E. MACK, SENIOR VICE PRESIDENT AND TREASURER, NATIONSBANK CORPORATION,
NATIONSBANK CORPORATE CENTER, CORPORATE TREASURY DIVISION, CHARLOTTE, NORTH
CAROLINA 28255. TELEPHONE REQUESTS MAY BE DIRECTED TO (704) 386-5972.
AVAILABLE INFORMATION
NationsBank is subject to the informational requirements of the 1934 Act
and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the following public reference
facilities maintained by the Commission: 450 Fifth Street, N.W., Washington,
D.C. 20549; 7 World Trade Center, 13th Floor, New York, New York 10048; and the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, upon payment of prescribed rates. In addition, reports,
proxy statements and other information concerning NationsBank may be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005 and at the offices of The Pacific Stock Exchange, Incorporated,
301 Pine Street, San Francisco, California 94104.
2
<PAGE>
NATIONSBANK CORPORATION
GENERAL
NationsBank is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the "BHCA"), with its principal assets being
the stock of its banking and non-banking subsidiaries. Through its banking
subsidiaries (the "Banks") and its various non-banking subsidiaries, NationsBank
provides banking and banking-related services, primarily throughout the
Southeast and Mid-Atlantic States and Texas. The principal executive offices of
NationsBank are located at NationsBank Corporate Center, Charlotte, North
Carolina 28255. Its telephone number is (704) 386-5000.
OPERATIONS
NationsBank provides a diversified range of banking and certain non-banking
financial services to its customers through the General Bank, the Institutional
Group and the Financial Services unit. The General Bank provides comprehensive
service in the commercial and retail banking fields, including Trust and Private
Banking operations, the origination and servicing of home mortgage loans, the
issuance and servicing of credit cards and certain insurance services. The
General Bank also offers full service brokerage services and discount brokerage
services for its customers through subsidiaries of NationsBank.
The Institutional Group provides to domestic and international customers
comprehensive corporate banking and investment banking services, including loan
syndication, treasury management, and leasing; underwriting, trading or
distributing a wide range of securities (including bank-eligible securities and,
to a limited extent, bank-ineligible securities as authorized by the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board") under
Section 20 of the Glass-Steagall Act); options, futures, forwards and swaps on
certain interest rate and commodity products, and spot and forward foreign
exchange contracts. The Institutional Group provides its services through
various domestic offices as well as offices located in London, Frankfurt,
Singapore, Mexico City, Grand Cayman, Nassau, Tokyo, and Osaka.
NationsBank currently has banking operations in the following jurisdictions
(with the approximate number of banking offices as of December 31, 1994 in
parentheses): District of Columbia (34); Florida (392); Georgia (197); Kentucky
(4); Maryland (236); North Carolina (233); South Carolina (177); Tennessee
(104); Texas (281); and Virginia (246). NationsBank also has a banking
subsidiary in Delaware that issues and services credit cards. In addition to the
banking offices located in the above states, the various Banks have loan
production offices located in New York City, Chicago, Los Angeles, Denver and
Birmingham. The Banks also provide fully automated, 24-hour cash dispensing and
depositing services throughout the states in which they are located, through
approximately 2,100 automated teller machines.
The Financial Services unit consists of NationsCredit Corporation, a
consumer finance subsidiary, and Greyrock Capital Group Inc. (formerly named
Nations Financial Capital Corporation), a commercial finance subsidiary.
NationsCredit Corporation provides consumer and retail loan programs and also
offers inventory financing to manufacturers, importers and distributors; it has
approximately 240 offices located in 32 states. Greyrock Capital Group Inc.
meets the specialized capitalization, leasing, debt restructuring and
acquisition needs of small to large corporations; it also provides consumer
loans secured by automobiles and real estate.
As part of its operations, NationsBank regularly evaluates its lines of
business and from time to time may increase, decrease or terminate any of its
activities as the result of such evaluations. In particular, the Corporation
regularly evaluates the potential acquisition of, and holds discussions with,
various financial institutions and other businesses of a type eligible for bank
holding company investment. In addition, NationsBank regularly analyzes the
values of, and submits bids for, the acquisition of customer-based funds and
other liabilities and assets of such financial institutions and other
businesses. As a general rule, NationsBank publicly announces such material
acquisitions when a definitive agreement has been reached.
3
<PAGE>
SUPERVISION AND REGULATION
GENERAL
As a registered bank holding company, NationsBank is subject to the
supervision of, and to regular inspection by, the Federal Reserve Board. The
Banks are organized as national banking associations, which are subject to
regulation, supervision and examination by the Office of the Comptroller of the
Currency (the "Comptroller"). The Banks are also subject to regulation by the
FDIC and other federal regulatory agencies. In addition to banking laws,
regulations and regulatory agencies, NationsBank and its subsidiaries and
affiliates are subject to various other laws and regulations and supervision and
examination by other regulatory agencies, all of which directly or indirectly
affect the operations and management of NationsBank and its ability to make
distributions. The following discussion summarizes certain aspects of those laws
and regulations that affect NationsBank.
Under the BHCA, the activities of NationsBank, and those of companies which
it controls or in which it holds more than 5% of the voting stock, are limited
to banking or managing or controlling banks or furnishing services to or
performing services for its subsidiaries, or any other activity which the
Federal Reserve Board determines to be so closely related to banking or managing
or controlling banks as to be a proper incident thereto. In making such
determinations, the Federal Reserve Board is required to consider whether the
performance of such activities by a bank holding company or its subsidiaries can
reasonably be expected to produce benefits to the public such as greater
convenience, increased competition or gains in efficiency that outweigh possible
adverse effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interest or unsound banking practices. Generally, bank
holding companies, such as NationsBank, are required to obtain prior approval of
the Federal Reserve Board to engage in any new activity not previously approved
by the Federal Reserve Board or to acquire more than 5% of any class of voting
stock of any company.
The BHCA also requires bank holding companies to obtain the prior approval
of the Federal Reserve Board before acquiring more than 5% of any class of
voting stock of any bank which is not already majority-owned by the bank holding
company. Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Interstate Banking and Branching Act"), a bank holding company
will be able to acquire banks in states other than its home state beginning
September 29, 1995. Until such provisions are effective, interstate acquisitions
by bank holding companies will be subject to current Federal law, which provides
that no application to acquire shares of a bank located outside of North
Carolina (the state in which the operations of the Banks were principally
conducted on the date the Corporation became subject to the BHCA) may be
approved by the Federal Reserve Board unless such acquisition is specifically
authorized by the laws of the state in which the bank whose shares are to be
acquired is located.
The Interstate Banking and Branching Act also authorizes banks to merge
across state lines, thereby creating interstate branches, beginning June 1,
1997. Under such legislation, each state has the opportunity either to "opt out"
of this provision, thereby prohibiting interstate branching in such states, or
to "opt in" at an earlier time, thereby allowing interstate branching within
that state prior to June 1, 1997. Furthermore, pursuant to such Act, a bank is
now able to open new branches in a state in which it does not already have
banking operations, if the laws of such state permit such DE NOVO branching.
As previously described, NationsBank regularly evaluates merger and
acquisition opportunities, and it anticipates that it will continue to evaluate
such opportunities in light of the new legislation.
Proposals to change the laws and regulations governing the banking industry
are frequently introduced in Congress, in the state legislatures and before the
various bank regulatory agencies. The likelihood and timing of any such changes
and the impact such changes might have on NationsBank and its subsidiaries,
however, cannot be determined at this time.
CAPITAL AND OPERATIONAL REQUIREMENTS
The Federal Reserve Board, the Comptroller and the FDIC have issued
substantially similar risk-based and leverage capital guidelines applicable to
United States banking organizations. In addition, those regulatory agencies may
from time to time require that a banking organization maintain capital above the
minimum levels, whether because of its financial condition or actual or
anticipated growth.
4
<PAGE>
The Federal Reserve Board risk-based guidelines define a two-tier capital
framework. Tier 1 capital consists of common and qualifying preferred
shareholders' equity, less certain intangibles and other adjustments. Tier 2
capital consists of subordinated and other qualifying debt, and the allowance
for credit losses up to 1.25 percent of risk-weighted assets. The sum of Tier 1
and Tier 2 capital less investments in unconsolidated subsidiaries represents
qualifying total capital, at least 50 percent of which must consist of Tier 1
capital. Risk-based capital ratios are calculated by dividing Tier 1 and total
capital by risk-weighted assets. Assets and off-balance sheet exposures are
assigned to one of four categories of risk-weights, based primarily on relative
credit risk. The minimum Tier 1 capital ratio is 4 percent and the minimum total
capital ratio is 8 percent. The Corporation's Tier 1 and total risk-based
capital ratios under these guidelines at December 31, 1994 were 7.43 percent and
11.47 percent, respectively.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
total assets. Although the stated minimum ratio is 3 percent, most banking
organizations are required to maintain ratios of at least 100 to 200 basis
points above 3 percent. The Corporation's leverage ratio at December 31, 1994
was 6.18 percent. Management believes that NationsBank meets its leverage ratio
requirement.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines could
also subject a banking institution to capital raising requirements. An
"undercapitalized" bank must develop a capital restoration plan and its parent
holding company must guarantee that bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the bank's assets at the time it became "undercapitalized"
or the amount needed to comply with the plan. Furthermore, in the event of the
bankruptcy of the parent holding company, such guarantee would take priority
over the parent's general unsecured creditors. In addition, pursuant to
FDICIA,the various regulatory agencies have prescribed certain non-capital
standards for safety and soundness relating generally to operations and
management, asset quality and executive compensation and permits regulatory
action against a financial institution that does not meet such standards.
The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by FDICIA, using
the total risk-based capital, Tier 1 risk-based capital and leverage capital
ratios as the relevant capital measures. Such regulations establish various
degrees of corrective action to be taken when an institution is considered
undercapitalized. Under the regulations, a "well capitalized" institution must
have a Tier 1 capital ratio of at least 6 percent, a total capital ratio of at
least 10 percent and a leverage ratio of at least 5 percent and not be subject
to a capital directive order. An "adequately capitalized" institution must have
a Tier 1 capital ratio of at least 4 percent, a total capital ratio of at least
8 percent and a leverage ratio of at least 4 percent, or 3 percent in some
cases. Under these guidelines, each of the Banks is considered adequately or
well capitalized.
Banking agencies have recently adopted final regulations which mandate that
regulators take into consideration concentrations of credit risk and risks from
non-traditional activities, as well as an institution's ability to manage those
risks, when determining the adequacy of an institution's capital. That
evaluation will be made as a part of the institution's regular safety and
soundness examination. Banking agencies also have proposed amendments to
existing risk-based capital regulations to provide for the consideration of
interest rate risk (when the interest rate sensitivity of an institution's
assets does not match the sensitivity of its liabilities or its
off-balance-sheet position) in the determination of a bank's minimum capital
requirements. Those proposals, while still under consideration, would require
banks with interest rate risk in excess of defined thresholds to maintain
additional capital beyond that generally required.
DISTRIBUTIONS
The Corporation's funds for cash distributions to its shareholders are
derived from a variety of sources, including cash and temporary investments. The
primary source of such funds, however, is dividends received from its banking
subsidiaries. The amount of dividends that each Bank may declare in a calendar
year without
5
<PAGE>
approval of the Comptroller is the Bank's net profits for that year, as defined
by statute, combined with its net retained profits, as defined, for the
preceding two years. In addition, from time to time NationsBank applies for, and
may receive, permission from the Comptroller for one or more of the Banks to
declare special dividends. In 1995, the Banks can initiate dividend payments,
without prior regulatory approval, of up to $1.0 billion plus an additional
amount equal to their net profits for 1995 up to the date of any such dividend
declaration.
In addition to the foregoing, the ability of NationsBank and the Banks to
pay dividends may be affected by the various minimum capital requirements and
the capital and non-capital standards established under FDICIA as described
above. Furthermore, the Comptroller may prohibit the payment of a dividend by a
national bank if it determines that such payment would constitute an unsafe or
unsound practice. The right of NationsBank, its shareholders and its creditors
to participate in any distribution of the assets or earnings of its subsidiaries
is further subject to the prior claims of creditors of the respective
subsidiaries.
SOURCE OF STRENGTH
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and to
commit resources to support each such subsidiary. This support may be required
at times when a bank holding company may not be able to provide such support. In
the event of a loss suffered or anticipated by the FDIC -- either as a result of
default of a banking or thrift subsidiary of NationsBank or related to FDIC
assistance provided to a subsidiary in danger of default -- the other banking
subsidiaries of NationsBank may be assessed for the FDIC's loss, subject to
certain exceptions.
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities will be used for
general corporate purposes, including the Corporation's working capital needs,
the funding of investments in, or extensions of credit to, its banking and
nonbanking subsidiaries, possible acquisitions of other financial institutions
or their assets or liabilities, possible acquisitions of or investments in other
businesses of a type eligible for bank holding companies and possible reduction
of outstanding indebtedness or repurchase of outstanding equity securities of
the Corporation. Pending such use, the Corporation may temporarily invest the
net proceeds in investment grade securities. The Corporation may, from time to
time, engage in additional capital financings of a character and in amounts to
be determined by the Corporation in light of its needs at such time or times and
in light of prevailing market conditions. If the Corporation elects at the time
of issuance of Debt Securities to make different or more specific use of
proceeds other than that set forth herein, such use will be described in the
applicable Prospectus Supplement.
RATIOS OF EARNINGS TO FIXED CHARGES
The following are the consolidated ratios of earnings to fixed charges for
the nine months ended September 30, 1994 and for each of the years in the
five-year period ended December 31, 1993:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1994 1993 1992 1991 (1) 1990 1989 (2)
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges:
Excluding interest on deposits......................... 1.9 2.3 2.4 1.1 1.3 1.7
Including interest on deposits......................... 1.5 1.5 1.4 1.0 1.1 1.2
</TABLE>
(1) Ratios include the 1991 restructuring expense of $330 million recorded in
connection with the merger of a subsidiary of the Corporation into
C&S/Sovran Corporation, effective December 31, 1991. On a pro forma basis,
excluding the 1991 restructuring expense of $330 million, the Ratio of
Earnings to Fixed Charges excluding interest on deposits was 1.3, and the
Ratio of Earnings to Fixed Charges including interest on deposits was 1.1.
(2) Includes the interest of the FDIC in the earnings of NationsBank of Texas,
National Association.
6
<PAGE>
For purposes of computing the consolidated ratios, earnings represent net
income of the Corporation plus applicable income taxes and fixed charges, less
capitalized interest and the equity in undistributed earnings of unconsolidated
subsidiaries and associated companies. Fixed charges represent interest expense
(exclusive of interest on deposits in one case and inclusive of such interest in
the other), capitalized interest, amortization of debt discount and appropriate
issuance costs and one-third (the amount deemed to represent an appropriate
interest factor) of net rent expense under all lease commitments.
PLAN OF DISTRIBUTION
The Corporation may offer and sell the Debt Securities in one or more of
the following ways: (i) through underwriters or dealers; (ii) through agents; or
(iii) directly by the Corporation to one or more purchasers. Such underwriters,
dealers or agents may be affiliates of NationsBank. The Prospectus Supplement
with respect to a particular offering of a series of Debt Securities will set
forth the terms of the offering of such Debt Securities, including the name or
names of any underwriters or agents with whom NationsBank has entered into
arrangements with respect to the sale of such Debt Securities, the public
offering or purchase price of such Debt Securities and the proceeds to the
Corporation from such sales, and any underwriting discounts, agency fees or
commissions and other items constituting underwriters' compensation, the initial
public offering price, any discounts or concessions to be allowed or reallowed
or paid to dealers and the securities exchange, if any, on which such Debt
Securities may be listed.
If underwriters are used in the offer and sale of Debt Securities, the Debt
Securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Debt Securities may be offered to the public either
through underwriting syndicates represented by managing underwriters, or by
underwriters without a syndicate, all of which underwriters in either case will
be designated in the applicable Prospectus Supplement. Unless otherwise set
forth in the applicable Prospectus Supplement, under the terms of the
underwriting agreement, the obligations of the underwriters to purchase Debt
Securities will be subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Debt Securities if any are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Debt Securities may be offered and sold directly by the Corporation or
through agents designated by the Corporation from time to time. Any agent
involved in the offer or sale of the Debt Securities with respect to which this
Prospectus is delivered will be named in, and any commissions payable by the
Corporation to such agent will be set forth in or calculable from, the
applicable Prospectus Supplement or a pricing supplement thereto. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best-efforts basis for the period of its appointment.
If so indicated in the applicable Prospectus Supplement, the Corporation
may authorize underwriters, dealers or agents to solicit offers by certain
institutions to purchase Debt Securities from the Corporation at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts ("Delayed Delivery Contracts") providing for payment and
delivery on the date or dates stated in the Prospectus Supplement. Each Delayed
Delivery Contract will be for an amount of Debt Securities not less than and,
unless the Corporation otherwise agrees, the aggregate amount of Debt Securities
sold pursuant to Delayed Delivery Contracts shall be not more than the
respective minimum and maximum amounts stated in the Prospectus Supplement.
Institutions with which Delayed Delivery Contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable institutions, but shall in
all cases be subject to the approval of the Corporation in its sole discretion.
The obligations of the purchaser under any Delayed Delivery Contract to pay for
and take delivery of Debt Securities will not be subject to any conditions
except that (i) the purchase of Debt Securities by such institution shall not at
the time of delivery be prohibited under the laws of the jurisdiction to which
such institution is subject; and (ii) any related sale of Debt Securities to
underwriters shall have occurred. A commission set forth in the Prospectus
Supplement will be paid to underwriters soliciting purchases of Debt Securities
pursuant to Delayed Delivery Contracts accepted by the Corporation. The
underwriters will not have any responsibility in respect of the validity or
performance of Delayed Delivery Contracts.
7
<PAGE>
Any series of Debt Securities offered and sold pursuant to this Prospectus
and the applicable Prospectus Supplement will be new issues of securities with
no established trading market. Any underwriters to whom Debt Securities are sold
by the Corporation for public offering and sale may make a market in such Debt
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Debt Securities.
Any underwriter, dealer or agent participating in the distribution of any
Debt Securities may be deemed to be an underwriter, as that term is defined in
the Securities Act of 1933, as amended (the "1933 Act"), of the Debt Securities
so offered and sold, and any discounts or commissions received by them from
NationsBank and any profit realized by them on the sale or resale of the Debt
Securities may be deemed to be underwriting discounts and commissions under the
1933 Act.
Under agreements entered into with the Corporation, underwriters, dealers
and agents may be entitled to indemnification by the Corporation against certain
civil liabilities, including liabilities under the 1933 Act, or to contribution
with respect to payments which the underwriters or agents may be required to
make in respect thereof.
The participation of an affiliate or subsidiary of NationsBank in the offer
and sale of the Debt Securities will comply with the requirements of Schedule E
to the By-laws of the National Association of Securities Dealers, Inc. (the
"NASD") regarding the participation in a distribution of securities by an
affiliate. No NASD member participating in offers and sales of the Debt
Securities will execute a transaction in the Debt Securities in a discretionary
account without the prior written specific approval of the member's customer.
This Prospectus and related Prospectus Supplements also may be used by
direct or indirect wholly owned subsidiaries of NationsBank in connection with
offers and sales related to secondary market transactions in the Debt
Securities. Such subsidiaries may act as principal or agent in such
transactions. Any such sales will be made at prices related to prevailing market
prices at the time of sale.
Underwriters, dealers and agents also may be customers of, engage in
transactions with, or perform other services for the Corporation in the ordinary
course of business.
DESCRIPTION OF DEBT SECURITIES
THE FOLLOWING DESCRIPTION OF THE TERMS OF THE DEBT SECURITIES SETS FORTH
CERTAIN GENERAL TERMS AND PROVISIONS OF THE DEBT SECURITIES TO WHICH ANY
PROSPECTUS SUPPLEMENT MAY RELATE. THE PARTICULAR TERMS OF THE DEBT SECURITIES
OFFERED BY ANY PROSPECTUS SUPPLEMENT AND THE EXTENT, IF ANY, TO WHICH SUCH
GENERAL PROVISIONS MAY APPLY TO THE DEBT SECURITIES SO OFFERED WILL BE DESCRIBED
IN THE PROSPECTUS SUPPLEMENT RELATING TO SUCH DEBT SECURITIES.
Any Senior Debt Securities offered hereby are to be issued under an
Indenture dated as of January 1, 1995 (such Indenture, as it may be amended from
time to time, the "Senior Indenture") between the Corporation and BankAmerica
National Trust Company, Trustee (the "Senior Trustee"). Any Subordinated Debt
Securities offered hereby are to be issued under an Indenture dated as of
January 1, 1995 (such Indenture, as it may be amended from time to time, the
"Subordinated Indenture") between the Corporation and The Bank of New York,
Trustee (the "Subordinated Trustee" and, together with the Senior Trustee, the
"Trustees"). A copy of each of the Senior Indenture and the Subordinated
Indenture (each, an "Indenture" and together, the "Indentures") is included as
an exhibit to the Registration Statement of which this Prospectus forms a part.
The following summaries of certain provisions of the Indentures do not
purport to be complete and are subject to and qualified in their entirety by
reference to the provisions of the applicable Indentures. Whenever particular
sections or defined terms of the Indentures are referred to, it is intended that
such sections or defined items shall be incorporated herein by reference. Unless
otherwise indicated, capitalized terms shall have the meanings ascribed to them
in the Indentures.
GENERAL
The respective Indentures provide that there is no limitation on the amount
of debt securities that may be issued thereunder from time to time. The amount
of Debt Securities that may be offered and sold pursuant to this Prospectus,
however, is limited to the aggregate initial offering price of the securities
registered under the
8
<PAGE>
Registration Statement of which this Prospectus forms a part, subject to
reduction as the result of the sale by the Corporation of other securities under
the Registration Statement.
The Debt Securities will be direct, unsecured obligations of the
Corporation. The Senior Debt Securities of each series will rank equally with
all unsecured senior debt of the Corporation. The Subordinated Debt Securities
of each series will be subordinate and junior in right of payment to the prior
payment in full of the Senior Indebtedness (as hereinafter defined) of the
Corporation. See "DESCRIPTION OF DEBT SECURITIES -- Subordination."
The Debt Securities may be issued in fully registered form without coupons
("Registered Securities") or in bearer form with or without coupons ("Bearer
Securities"). In addition, all or a portion of the Debt Securities may be issued
in temporary or permanent global form ("Global Securities"). Unless otherwise
specified in an applicable Prospectus Supplement, the Debt Securities will be
only Registered Securities. If any Debt Securities are to be offered as Bearer
Securities, such Bearer Securities, subject to certain exceptions, will not be
offered or sold to persons who are in the United States or to United States
persons. See "DESCRIPTION OF DEBT SECURITIES -- Limitations on Issuance of
Bearer Securities." Debt Securities that are issued in book-entry form will be
issued in global registered form. See "DESCRIPTION OF DEBT
SECURITIES -- Book-Entry Securities." Unless otherwise set forth in the
applicable Prospectus Supplement, the Debt Securities denominated in U.S.
dollars will be issued in denominations of (i) $1,000 or an integral multiple
thereof for Registered Securities and (ii) $5,000 for Bearer Securities.
The Debt Securities may be denominated in U.S. dollars or in another
currency or currency unit. If any of the Debt Securities are denominated in a
foreign currency or currency unit, or if principal of (or premium, if any on) or
any interest on any of the Debt Securities is payable in any foreign currency or
currency unit, the authorized denominations, restrictions, tax consequences,
specific terms and other information with respect to such issue of Debt
Securities and such foreign currency or currency unit will be set forth in the
Prospectus Supplement relating thereto.
The Debt Securities may be issued in one or more series with the same or
various maturities. Certain Debt Securities may be issued which provide for an
amount less than the principal amount thereof to be due and payable in the event
of an acceleration of the maturity thereof (each an "Original Issue Discount
Security"). Original Issue Discount Securities may bear no interest or may bear
interest at a rate which at the time of issuance is below market rates and will
be sold at a discount (which may be substantial) below their stated principal
amount. Certain Original Issue Discount Securities may be issued with original
issue discount for United States Federal income tax purposes. The Prospectus
Supplement with respect to any series of Debt Securities issued with such
original issue discount will contain a discussion of Federal income tax
considerations with respect thereto.
The particular terms of each series of Debt Securities to be offered and
sold will be described in the Prospectus Supplement with respect to such Debt
Securities, including: (1) the designation of the particular series; (2) the
aggregate principal amount of such series which may be authenticated and
delivered under the applicable Indenture; (3) whether Debt Securities of the
series are to be issuable as Registered Securities, Bearer Securities (with or
without coupons) or both, whether any Debt Securities of the series are to be
issuable initially in temporary global form with or without coupons and, if so,
the name of the depositary with respect to any such temporary global Debt
Security, and whether any Debt Securities of the series are to be issuable in
permanent global form with or without coupons and, if so, whether beneficial
owners of interests in any such permanent global Debt Security may exchange such
interests for Debt Securities of such series and of like tenor of any authorized
form and denomination and the circumstances under which any such exchanges may
occur, if other than in the manner provided herein, and the name of the
depositary with respect to any such permanent global Debt Security; (4) the date
as of which any Bearer Securities of such series and any temporary Debt Security
in global form representing outstanding Debt Securities of such series shall be
dated, if other than the date of original issuance of the first Debt Securities
of the series to be issued; (5) the person to whom any interest on any
Registered Security of the series shall be payable, if other than the person in
whose name that Debt Security (or one or more predecessor Debt Securities) is
registered at the close of business on the regular record date for such
interest, the manner in which, or the person to whom, any interest on any Bearer
Security of the series shall be payable, if otherwise than upon presentation and
surrender of the coupons appertaining thereto as they severally mature, the
extent to which, or the manner in which, any interest
9
<PAGE>
payable on a temporary global Debt Security on an interest payment date will be
paid if other than in the manner provided herein, and the extent to which, or
the manner in which, any interest payable on a permanent global Debt Security on
an interest payment date will be paid; (6) the date or dates on which the
principal of the Debt Securities of such series is payable; (7) the rate or
rates, and if applicable the method used to determine the rate, at which the
Debt Securities of such series shall bear interest, if any, the date or dates
from which such interest shall accrue, the date or dates on which such interest
shall be payable and the record date or dates for the interest payable on any
Registered Securities on any interest payment date; (8) the place or places at
which, subject to the provisions of the applicable Indenture, the principal of
(and premium, if any, on) and any interest on Debt Securities of such series
shall be payable, any Registered Securities of the series may be surrendered for
registration of transfer, Debt Securities of the series may be surrendered for
exchange and notices and demands to or upon the Corporation in respect of the
Debt Securities of the series and the Indenture may be served; (9) the
obligation, if any, of the Corporation to redeem or purchase Debt Securities of
such series, at the option of the Corporation or at the option of a holder
thereof, pursuant to any sinking fund or other redemption provisions and the
period or periods within which, the price or prices at which and the terms and
conditions upon which Debt Securities of the series may be so redeemed or
purchased, in whole or in part; (10) if other than denominations of $1,000 and
any integral multiple thereof, the denominations in which any Registered
Securities of such series shall be issuable, and the denomination or
denominations in which any Bearer Securities of the series shall be issuable, if
other than denominations of $5,000; (11) if other than the principal amount
thereof, the portion of the principal amount of Debt Securities of such series
which shall be payable upon declaration of acceleration of the maturity thereof;
(12) the currency, currencies or currency units, in which payment of the
principal of (and premium, if any, on) and any interest on any Debt Securities
of the series shall be payable if other than the currency of the United States
of America and the manner of determining the equivalent thereof in the currency
of the United States of America for purposes of the applicable Indenture; (13)
if the principal of (and premium, if any, on) or any interest on the Debt
Securities of the series are to be payable, at the election of the Corporation
or a holder thereof, in one or more currencies or currency units, other than
that or those in which the Debt Securities are stated to be payable, the
currency or currencies in which payment of the principal of (and premium, if
any, on) and any interest on Debt Securities of such series as to which such
election is made shall be payable, and the periods within which and the terms
and conditions upon which such election is to be made; (14) if the amount of
payments of principal of (and premium, if any, on) or any interest on the Debt
Securities of the series may be determined with reference to an index, the
manner in which such amounts shall be determined; (15) whether the Debt
Securities will be issued in book-entry only form; (16) any interest rate
calculation agents, exchange rate calculation agents or other agents with
respect to Debt Securities of such series; (17) if either or both of Section
14.02 (defeasance) or Section 14.03 (covenant defeasance) of the applicable
Indenture do not apply to the Debt Securities of the series; (18) whether and
under what circumstances the Corporation will pay additional amounts in respect
of any series of Debt Securities and whether the Corporation has the option to
redeem such Debt Securities rather than pay such additional amounts; (19) any
provisions relating to the extension of maturity of, or the renewal of, Debt
Securities of such series, or the conversion of Debt Securities of such series
into other securities of the Corporation; and (20) any other terms of the Debt
Securities of such series (which terms shall not be inconsistent with the
provisions of the applicable Indenture).
The ability of NationsBank to make payments of principal of and premium, if
any, and interest on the Debt Securities may be affected by the ability of the
Banks to pay dividends. The ability of the Banks, as well as of the Corporation,
to pay dividends in the future currently is, and could be further, influenced by
bank regulatory requirements and capital guidelines. See "SUPERVISION AND
REGULATION."
Neither the Senior Indenture nor the Subordinated Indenture contains
provisions that would provide protection to holders of Debt Securities against a
decline in credit quality resulting from takeovers, recapitalizations, the
incurrence of additional indebtedness or similar restructurings by the
Corporation. If credit quality declines as a result of such an event, or
otherwise, the ratings of any Debt Securities then outstanding may be withdrawn
or downgraded.
EXCHANGE, REGISTRATION AND TRANSFER
At the option of the holder, subject to the terms of the applicable
Indenture, Registered Securities of any series (other than Registered Securities
issued in book-entry form) will be exchangeable for other Registered
10
<PAGE>
Securities of the same series and of an equal aggregate principal amount and
tenor of any authorized denominations. In addition, if Debt Securities of any
series are issuable as both Registered Securities and Bearer Securities, at the
option of the holder, and subject to the terms of the applicable Indenture,
Bearer Securities (with all unmatured coupons, except as provided below, and
with all matured coupons in default) of such series will be exchangeable for
Registered Securities of the same series and of a like aggregate principal
amount and tenor of any authorized denominations. Bearer Securities with coupons
appertaining thereto surrendered in exchange for Registered Securities on any
record date and before the relevant date for payment of interest shall be
surrendered without the coupon relating to such date for payment of interest,
and interest will not be payable on such date in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the holder of such coupon when due in accordance with the terms of the
applicable Indenture. Unless otherwise provided in an applicable Prospectus
Supplement, Registered Securities, including Registered Securities received in
exchange for Bearer Securities, may not be exchanged by a holder for Bearer
Securities. For a discussion of restrictions on the exchange of any portion of a
temporary global Debt Security for Bearer Securities, see "DESCRIPTION OF DEBT
SECURITIES -- Temporary Global Securities" and " -- Limitations on Issuance of
Bearer Securities."
Debt Securities may be presented for exchange as provided above, and
Registered Securities may be presented for registration of transfer (with the
form of transfer endorsed thereon duly executed), at the office of the Security
Registrar or at the office of any transfer agent of the Corporation designated
and maintained for such purpose with respect to Debt Securities of a series
pursuant to the terms of the applicable Indenture, as referred to in an
applicable Prospectus Supplement. Such transfer or exchange will be effected
upon the Security Registrar or transfer agent, as the case may be, being
satisfied with the documents of title and identity of the person making the
request. No service charge shall be made for any exchange or registration of
transfer of Debt Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Bearer Securities will be transferable by delivery.
If a Prospectus Supplement refers to any transfer agents (in addition to
the Security Registrar) designated by the Corporation with respect to any series
of Debt Securities, the Corporation may at any time rescind the designation of
any such transfer agent or approve a change in the location through which any
such transfer agent acts, except that if Debt Securities of a series are
issuable solely as Registered Securities, the Corporation will be required to
maintain a transfer agent in each place of payment for such series, and if Debt
Securities of a series are issuable as Bearer Securities, the Corporation will
be required to maintain (in addition to the Security Registrar) a transfer agent
in a place of payment for such series located outside the United States and its
possessions. The Corporation may at any time designate additional transfer
agents with respect to any series of Debt Securities.
The Corporation shall not be required to (i) issue, exchange, or register
the transfer of any Debt Security of any series to be redeemed for a period of
15 days next preceding any selection of such Debt Securities to be redeemed; or
(ii) to exchange or register the transfer of any Registered Security so
selected, called or being called for redemption, except the unredeemed portion
of any Registered Security being redeemed in part; or (iii) exchange any Bearer
Security so selected for redemption, except to exchange such Bearer Security for
a Registered Security of that series and like tenor which is immediately
surrendered for redemption.
For a discussion of restrictions on the exchange, registration and transfer
of Book-Entry Securities, see "DESCRIPTION OF DEBT SECURITIES -- Book-Entry
Securities."
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement,
principal of (and premium, if any, on) and any interest on Registered Securities
will be payable, subject to any applicable laws and regulations, at the offices
of such paying agents as the Corporation may designate from time to time
pursuant to the applicable Indenture, except that, at the option of the
Corporation, payment of any interest may be made by check mailed to the address
of the person entitled thereto as such address shall appear in the Security
Register. Unless otherwise indicated in an applicable Prospectus Supplement,
payment of interest on a Registered Security on any interest payment date
generally will be made to the person in whose name such Registered Security is
registered at the close of business on the regular record date for such interest
payment date.
11
<PAGE>
Unless otherwise indicated in an applicable Prospectus Supplement,
principal of (and premium, if any, on) and any interest on Bearer Securities
will be payable, subject to any applicable laws and regulations, at the offices
of such paying agents outside the United States and its possessions as the
Corporation may designate from time to time, pursuant to the applicable
Indenture, or, at the option of the Corporation, by check mailed to an address
located, or by transfer to an account maintained by the payee with a financial
institution located, outside the United States and its possessions. Unless
otherwise indicated in an applicable Prospectus Supplement, payment of interest
on a Bearer Security on any interest payment date will be made only against
surrender to the paying agent of the coupon relating to such interest payment
date. No payment with respect to any Bearer Security will be made at any office
or agency of the Corporation in the United States or its possessions or by check
mailed to any address in the United States or its possessions or by transfer to
any account maintained with a financial institution located in the United States
or its possessions. Notwithstanding the foregoing, payments of principal of (and
premium, if any, on) and any interest on Bearer Securities denominated and
payable in U.S. dollars will be made at the office of the Corporation's paying
agent in the Borough of Manhattan, The City of New York (or such other places in
the United States as the Corporation shall designate from time to time), if (but
only if) payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States and its possessions is illegal or effectively
precluded by exchange controls or other similar restrictions.
If Debt Securities of a series are issuable solely as Registered
Securities, the Corporation will be required to maintain a paying agent in each
place of payment for such series, and if Debt Securities of a series are
issuable as Bearer Securities, the Corporation will be required to maintain (i)
a paying agent in the Borough of Manhattan, The City of New York (or such other
places in the United States as the Corporation may designate from time to time),
for payments with respect to any Registered Securities of the series (and for
payments with respect to Bearer Securities of the series in the circumstances
described above, but not otherwise) and (ii) a paying agent in a place of
payment located outside the United States and its possessions where Debt
Securities of such series and any coupons relating thereto may be presented and
surrendered for payment; PROVIDED, HOWEVER, that if the Debt Securities of such
series are listed on The International Stock Exchange of the United Kingdom and
the Republic of Ireland, Limited (the "London Stock Exchange"), the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and
its possessions and such stock exchange shall so require, the Corporation will
maintain a paying agent in London, Luxembourg or any other required city located
outside the United States and its possessions, as the case may be, for the Debt
Securities of such series.
Unless otherwise indicated in an applicable Prospectus Supplement, the
Corporate Trust Office of NationsBank of Georgia, National Association, in
Atlanta, Georgia, will be designated as paying agent for the Corporation for
payments with respect to Registered Securities of each series. Subject to the
limitations described above, with respect to Debt Securities of a series
issuable as Bearer Securities, the principal corporate trust offices of the
Senior Trustee in the Borough of Manhattan, The City of New York, will be
designated as paying agent for the Corporation with respect to Senior Debt
Securities of each series, and the principal corporate trust offices of the
Subordinated Trustee in the Borough of Manhattan, The City of New York, will be
designated as paying agent for the Corporation with respect to Subordinated Debt
Securities of each series. Any paying agents outside the United States and its
possessions and any other paying agents in the United States or its possessions
initially designated by the Corporation for the Debt Securities of each series
will be named in an applicable Prospectus Supplement. The Corporation may at any
time designate additional paying agents or rescind the designation of any paying
agent or approve a change in the office through which any paying agent acts.
BOOK-ENTRY SECURITIES
If so specified in an applicable Prospectus Supplement, all or any portion
of the Debt Securities of a series issuable as Registered Securities may be
issued in book-entry form represented by one or more global Debt Securities in
registered form ("Book-Entry Global Securities") to be deposited with, or on
behalf of a depositary (a "Book-Entry Depositary") identified in the Prospectus
Supplement relating to such series, for credit to the respective accounts of the
beneficial owners of such Debt Securities (or to such other accounts as they may
direct). The specific terms of the depositary arrangement with respect to any
such series of Debt Securities will be described in the Prospectus Supplement
relating to such series. Unless otherwise specified in the applicable
12
<PAGE>
Prospectus Supplement, the Corporation anticipates that the following provisions
will apply to all depositary arrangements with a Book-Entry Depositary.
Unless otherwise specified in an applicable Prospectus Supplement, Debt
Securities which are to be issued in book-entry form will be represented by a
Book-Entry Global Security registered in the name of the Book-Entry Depositary
or its nominee. Upon the issuance of a Book-Entry Global Security, the
Book-Entry Depositary will credit, on its book-entry registration and transfer
system, the respective principal amounts of the Debt Securities represented by
such Book-Entry Global Security to the accounts of institutions that have
accounts with such depositary or its nominee ("participants"). The accounts to
be credited shall be designated by the underwriters or agents of such Debt
Securities or by the Corporation, if such Debt Securities are offered and sold
directly by the Corporation. Ownership of beneficial interests in such
Book-Entry Global Security will be limited to participants or persons that may
hold interests through participants. Ownership of a beneficial interest in such
a Book-Entry Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the Book-Entry
Depositary or its nominee (with respect to participants' interests) for such
Book-Entry Global Security or by participants or persons that hold through
participants. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Book-Entry Global Security.
So long as the Book-Entry Depositary for a Book-Entry Global Security, or
its nominee, is the registered owner of such Book-Entry Global Security, such
depositary or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such Book-Entry Global
Security for all purposes under the Indenture governing such Debt Securities.
Except as set forth below, owners of beneficial interests in such Book-Entry
Global Security will not be entitled to have Debt Securities of the series
represented by such Book-Entry Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities of
such series in definitive form and will not be considered the owners or holders
thereof under the Indenture. Accordingly, each person owning a beneficial
interest in a Book-Entry Global Security must rely on the procedures of the
Book-Entry Depositary and, if such person is not a participant, on the
procedures of the participant and, if applicable, the indirect participant,
through which such person owns its interest, to exercise any rights of a holder
under the Indenture.
Payment of principal of (and premium, if any on) and any interest on Debt
Securities registered in the name of or held by a Book-Entry Depositary or its
nominee will be made to the Book-Entry Depositary or its nominee, as the case
may be, as the registered owner or the holder of the Book-Entry Global Security
representing such Debt Securities. None of the Corporation, the Trustee, any
paying agent, any authenticating agent or the Security Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Book-Entry Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Corporation expects that the Book-Entry Depositary for Debt Securities
of a series, upon receipt of any payment of principal of (and premium, if any
on) or interest on the Debt Securities represented by such Book-Entry Global
Security, will credit immediately participants' accounts with payments in
amounts proportionate to their respective holdings in principal amount of
beneficial interest in such Book-Entry Global Security as shown on the records
of such Book-Entry Depositary. The Corporation also expects that payments by
participants to owners of beneficial interests in such Book-Entry Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name."
Such payments will be the responsibility of such participants.
Unless and until it is exchanged in whole for one or more Debt Securities
in definitive form, a Book-Entry Global Security may not be transferred except
as a whole by the Book-Entry Depositary for such Book-Entry Global Security to a
nominee of such depositary or by a nominee of such depositary to such depositary
or another nominee of such depositary or by such depositary or any such nominee
to a successor of such depositary or a nominee of such successor. If a
Book-Entry Depositary for Debt Securities in registered form is at any time
unwilling or unable to continue as depositary and a successor depositary is not
appointed by the Corporation within 90 days, the Corporation will issue Debt
Securities in definitive registered form in exchange for the
13
<PAGE>
Book-Entry Global Security or Book-Entry Global Securities representing all such
Debt Securities. In addition, the Corporation may at any time and in its sole
discretion determine not to have any Debt Securities represented by a Book-Entry
Global Security and, in such event, will issue such Debt Securities in
definitive registered form in exchange for the Book-Entry Global Security or
Book-Entry Global Securities representing all such Debt Securities. In any such
instance, an owner of a beneficial interest in a Book-Entry Global Security will
be entitled to physical delivery in definitive form of Debt Securities of the
series represented by such Book-Entry Global Security equal in principal amount
to such beneficial interest and to have such Debt Securities registered in the
name of the owner of such beneficial interest.
TEMPORARY GLOBAL SECURITIES
If so specified in an applicable Prospectus Supplement, all or any portion
of Debt Securities of a series that are issuable as Bearer Securities initially
will be represented by one or more Debt Securities in temporary global form,
with one or more coupons or without coupons, to be deposited with a common
depositary in London for Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System ("Euroclear"), and CEDEL, S.A.
("CEDEL"), for credit to the respective designated accounts for beneficial
owners. On and after the date determined as provided in any such temporary
global Debt Security and described in an applicable Prospectus Supplement (the
"Exchange Date"), each such temporary global Debt Security will be exchanged for
definitive Debt Securities, in bearer form, registered form, permanent global
bearer form or permanent global registered form, or any combination thereof, as
specified in an applicable Prospectus Supplement. Unless otherwise specified in
such temporary global Debt Security, no Bearer Security (including a Debt
Security in permanent global bearer form) delivered in exchange for any portion
of a temporary global Debt Security shall be delivered to any location in the
United States or its possessions in connection with such exchange. See
"DESCRIPTION OF DEBT SECURITIES -- Limitations on Issuance of Bearer
Securities."
Unless otherwise specified in an applicable Prospectus Supplement,
definitive Debt Securities in respect of any portion of a temporary global Debt
Security will only be delivered, and interest in respect of any portion of a
temporary global Debt Security payable in respect of an interest payment date
occurring prior to the issuance of definitive Debt Securities will only be paid,
upon delivery of a certificate signed by Euroclear or CEDEL, as the case may be,
with respect to the portion of the temporary global Debt Security held for its
account in the form required by the Indenture. Such certificate must be dated no
earlier than the Exchange Date or such interest payment date, as the case may
be, and must be based on statements provided to Euroclear or CEDEL, as
applicable, by its account holders who are beneficial owners of interests in
such temporary global Debt Security to the effect that such portion is
beneficially owned by (i) a person that is not a United States person, (ii) a
United States person that is (A) the foreign branch of a United States financial
institution purchasing for its own account or for resale or (B) a United States
person who acquired its interest through the foreign branch of a United States
financial institution and who holds such interest through such financial
institution, provided that in either case (A) or (B) the United States financial
institution agrees to comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations thereunder (the "Treasury Regulations") or (iii) a financial
institution holding for purposes of resale during the restricted period (as such
period is defined in applicable Treasury Regulations and hereinafter described
in "DESCRIPTION OF DEBT SECURITIES -- Limitations on Issuance of Bearer
Securities"). In addition, if the beneficial owner is a financial institution
described in clause (iii) of the preceding sentence (whether or not also
described in clause (i) or (ii)), such financial institution must also have
included in its statement a certification that it has not acquired its interest
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions. It is expected that each of
Euroclear and CEDEL will in such circumstances credit the interest received by
it in respect of such temporary global Debt Security to the accounts of the
beneficial owners thereof (or to such other accounts as they may direct). Unless
otherwise specified in an applicable Prospectus Supplement, interest will not be
payable on any temporary global Debt Security in respect of any interest payment
date occurring after the applicable Exchange Date.
PERMANENT GLOBAL SECURITIES
If any Debt Securities of a series are issuable in permanent global form,
the applicable Prospectus Supplement will describe the circumstances, if any,
under which beneficial owners of interests in any such permanent global Debt
Security may exchange such interests for definitive Debt Securities of such
series and of like tenor
14
<PAGE>
and principal amount in any authorized form and denomination. No Bearer Security
delivered in exchange for any portion of a permanent global Debt Security shall
be mailed or otherwise delivered to any location in the United States or its
possessions in connection with such exchange. Principal of (and premium, if any,
on) and any interest on any permanent global Debt Security will be payable in
the manner described in the applicable Prospectus Supplement. A person having a
beneficial interest in a permanent global Debt Security, except with respect to
payment of principal of (and premium, if any, on) and any interest on such
permanent global Debt Security, will be treated as a holder of such principal
amount of Debt Securities outstanding represented by such permanent global Debt
Security as shall be specified in a written statement of the holder of such
permanent global Debt Security or, in the case of a permanent global Debt
Security in bearer form, of Euroclear or CEDEL, which is produced to the Trustee
by such person.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States Federal tax laws and regulations, Bearer
Securities may not be offered or sold during the restricted period (as defined
below) in the United States or its possessions or to a United States person
(each as defined below) other than an exempt purchaser (as defined below).
Furthermore, in compliance with such Federal tax laws and regulations, Bearer
Securities may not be delivered, in connection with the sale thereof during the
restricted period, in definitive form within the United States or its
possessions, and interest on Bearer Securities will generally be payable only
outside of the United States and its possessions.
The Corporation will not offer or sell the Bearer Securities during the
restricted period to a person who is within the United States or its possessions
or to a United States person other than an exempt purchaser, and any
underwriter, agent and dealer participating in the offering of Bearer Securities
must covenant that: (i) it has not and will not offer or sell the Bearer
Securities during the restricted period to a person who is within the United
States or its possessions or to a United States person other than an exempt
purchaser; (ii) it has in effect, in connection with the offer and sale of the
Bearer Securities during the restricted period, procedures reasonably designed
to ensure that its employees or agents who are directly engaged in selling the
Bearer Securities are aware that the Bearer Securities cannot be offered or sold
during the restricted period to a person who is within the United States or its
possessions or who is a United States person (other than an exempt purchaser);
(iii) it will not permit any affiliate (within the meaning of Section
1.163-5(c)(2)(i)(D)(4)(iii) of the Treasury Regulations) to acquire any Bearer
Securities for the purpose of offering or selling it during the restricted
period unless such affiliate provides it (for the benefit of the Corporation)
with the covenants contained in this paragraph; (iv) it will not deliver any
Bearer Securities in connection with the sale thereof during the restricted
period, in definitive form within the United States or its possessions; (v) it
will not enter into any written contract with another distributor (within the
meaning of Section 1.163-5(c)(2)(i)(D)(4) of the Treasury Regulations) to offer
or sell the Bearer Securities during the restricted period unless such
distributor provides it (for the benefit of the Corporation) with the covenants
contained in this paragraph; and (vi) if it is a United States person, it is
acquiring the Bearer Securities for purposes of resale in connection with their
original issuance and if it retains the Bearer Securities for its own account,
it will only do so in accordance with the requirements of Section
1.163-5(c)(2)(i)(D)(6) of the Treasury Regulations.
For purposes of the selling restrictions described in this section, an
offer or sale will be considered to be made to a person who is within the United
States or its possessions if the offeror or seller of the Bearer Securities has
an address within the United States or its possessions for the offeree or buyer
of the Bearer Securities with respect to the offer or sale. Bearer Securities
and any coupons appertaining thereto (including Bearer Securities in permanent
global form exchangeable for definitive Bearer Securities) will bear a legend to
the following effect: "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."
Under Sections 165(j) and 1287(a) of the Code, a holder that is a United
States person generally will not be entitled to deduct any loss on Bearer
Securities (including for purposes of this paragraph Bearer Securities in global
form exchangeable for definitive Bearer Securities) or coupons (other than
Bearer Securities or coupons having a maturity of one year or less from their
dates of issuance) and must treat as ordinary income any gain realized on the
sale or other disposition (including a retirement of the Bearer Security) of
Bearer Securities or coupons (other than Bearer Securities or coupons having a
maturity of one year or less from their date of issue).
15
<PAGE>
As used herein, "United States person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States and an estate or trust the income of
which is subject to United States federal income taxation regardless of its
source; "United States" means the United States of America (including the States
and the District of Columbia) and "possessions" of the United States include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
Northern Mariana Islands; "restricted period" means, with respect to a Bearer
Security, the period beginning on the earlier of the closing date or the first
date on which the Bearer Security is offered to persons other than distributors
and ending on the expiration of the 40-day period beginning on the closing date,
except that, notwithstanding the foregoing, any offer or sale of the Bearer
Securities by the Corporation or a distributor shall be deemed to be made during
the restricted period if the Corporation or the distributor holds the Bearer
Security as part of an unsold allotment or subscription; and "exempt purchaser"
means (A) an exempt distributor (as defined in Section 1.163-5(c)(2)(i)(D)(7) of
the Treasury Regulations) that covenants that it is buying the Bearer Securities
for the purpose of resale in connection with the original issuance thereof, and
that if it retains the Bearer Securities for its own account, it will do so only
in accordance with the requirements of Section 1.163-5(c)(2)(i)(D)(6) of the
Treasury Regulations, (B) an international organization described in Section
7701(a)(18) of the Code, (C) a foreign central bank (as defined in Section 895
of the Code and the Treasury Regulations thereunder), (D) a foreign branch of
the United States financial institution as described in Section
1.163-5(c)(2)(i)(D)(6)(i) of the Treasury Regulations, and (E) a United States
person who acquires the Bearer Securities through the foreign branch of a United
States financial institution and who holds the Bearer Securities through such
financial institution. Notwithstanding the foregoing, however, (i) a person
described in (A) of this paragraph will not be considered an exempt purchaser
with respect to offers to a non-United States office of such person; (ii) a
person described in (B) or (C) of this paragraph will not be considered an
international organization or a foreign central bank, as the case may be, with
respect to offers that are not made directly and specifically to such person;
(iii) a person described in (E) of this paragraph will be considered an exempt
purchaser only with respect to sales of the Bearer Securities; and (iv) in the
case of persons described in (D) or (E) of this paragraph, the financial
institution holding the Bearer Securities must provide a certificate to the
Corporation or the distributor selling the Bearer Securities stating that it
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Code and the Treasury Regulations thereunder.
SUBORDINATION
The Subordinated Debt Securities are subordinate and subject, to the extent
and in the manner set forth in the Subordinated Indenture, in right of payment
to the prior payment in full of all Senior Indebtedness of the Corporation.
"Senior Indebtedness" is defined by the Subordinated Indenture as any
indebtedness for money borrowed (including all indebtedness of the Corporation
for borrowed and purchased money of the Corporation, all obligations of the
Corporation arising from off-balance sheet guarantees by the Corporation and
direct credit substitutes, and obligations of the Corporation associated with
derivative products such as interest and foreign exchange rate contracts and
commodity contracts) that is outstanding on the date of execution of the
Subordinated Indenture, or is thereafter created, incurred or assumed, for the
payment of which the Corporation is at the time of determination responsible or
liable as obligor, guarantor or otherwise, and all deferrals, renewals,
extensions and refundings of any such indebtedness or obligations, other than
the Subordinated Debt Securities or any other indebtedness as to which, in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such indebtedness is subordinate in right of
payment to any other indebtedness of the Corporation.
No payment on account of principal of (and premium, if any, on) or
interest, if any, on the Subordinated Debt Securities shall be made, and no
Subordinated Debt Securities shall be purchased, either directly or indirectly,
by the Corporation or any of its subsidiaries, if any default or event of
default with respect to any Senior Indebtedness shall have occurred and be
continuing and the Corporation and the Subordinated Trustee shall have received
written notice thereof from the holders of at least 10 percent in principal
amount of any kind or category of any Senior Indebtedness (or the representative
or representatives of such holders) or the Subordinated Trustee shall have
received written notice thereof from the Corporation.
In the event that any Subordinated Debt Security is declared due and
payable before the date specified therein as the fixed date on which the
principal thereof is due and payable pursuant to the Subordinated Indenture, or
upon any payment or distribution of assets of the Corporation of any kind or
character to creditors
16
<PAGE>
upon any dissolution or winding up or total or partial liquidation or
reorganization of the Corporation, all principal of (and premium, if any on) and
interest due or to become due upon all Senior Indebtedness shall first be paid
in full before the holders of the Subordinated Debt Securities (the
"Subordinated Debt Holders"), or the Subordinated Trustee, shall be entitled to
retain any assets (other than shares of stock of the Corporation as reorganized
or readjusted or securities of the Corporation or any other corporation provided
for by a plan of reorganization or readjustment, the payment of which is
subordinated, at least to the same extent as the Subordinated Debt Securities,
to the payment of all Senior Indebtedness which may at the time be outstanding,
provided that the rights of the holders of the Senior Indebtedness are not
altered by such reorganization or readjustment) so paid or distributed in
respect of the Subordinated Debt Securities (for principal or interest, if any).
Upon such dissolution or winding up or liquidation or reorganization, any
payment or distribution of assets of the Corporation of any kind or character,
whether in cash, property or securities (other than shares of stock of the
Corporation as reorganized or readjusted or securities of the Corporation or any
other corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated, at least to the same extent as the
Subordinated Debt Securities, to the payment of all Senior Indebtedness which
may at the time be outstanding, provided that the rights of the holders of the
Senior Indebtedness are not altered by such reorganization or readjustment), to
which the Subordinated Debt Holders or the Subordinated Trustee would be
entitled, except for the subordination provisions of the Subordinated Indenture,
shall be paid by the Corporation or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
or by the Subordinated Debt Holders or the Subordinated Trustee if received by
them or it, directly to the holders of the Senior Indebtedness (pro rata to each
such holder on the basis of the respective amounts of Senior Indebtedness held
by such holder) or their representatives, to the extent necessary to pay all
Senior Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any payment or
distribution is made to the Subordinated Debt Holders or to the Subordinated
Trustee.
Subject to the payment in full of all Senior Indebtedness, the Subordinated
Debt Holders shall be subrogated (equally and ratably with the holders of all
indebtedness of the Corporation which, by its express terms, ranks on a parity
with the Subordinated Debt Securities and is entitled to like rights of
subrogation) to the rights of the holders of Senior Indebtedness to receive
payments or distributions of assets of the Corporation applicable to the Senior
Indebtedness until the Subordinated Debt Securities shall be paid in full.
SALE OR ISSUANCE OF CAPITAL STOCK OF BANKS
The Senior Indenture prohibits the issuance, sale or other disposition of
capital stock, or securities convertible into or options, warrants or rights to
acquire capital stock, of any Principal Subsidiary Bank (as defined below) or of
any subsidiary which owns shares of capital stock, or securities convertible
into or options, warrants or rights to acquire capital stock, of any Principal
Subsidiary Bank, with the following exceptions: (a) sales of directors'
qualifying shares; (b) sales or other dispositions for fair market value, if,
after giving effect to such disposition and to conversion of any shares or
securities convertible into capital stock of a Principal Subsidiary Bank, the
Corporation would own directly or indirectly not less than 80% of each class of
the capital stock of such Principal Subsidiary Bank (or any successor
corporation thereto); (c) sales or other dispositions made in compliance with an
order of a court or regulatory authority of competent jurisdiction; (d) any sale
by a Principal Subsidiary Bank (or any successor corporation thereto) of
additional shares of its capital stock to its shareholders at any price, so long
as (i) prior to such sale the Corporation owns, directly or indirectly, shares
of the same class and (ii) immediately after such sale, the Corporation owns,
directly or indirectly, at least as great a percentage of each class of capital
stock of such Principal Subsidiary Bank as it owned prior to such sale of
additional shares; (e) any sale by a Principal Subsidiary Bank (or any successor
corporation thereto) of additional securities convertible into shares of its
capital stock to its shareholders at any price, so long as (i) prior to such
sale the Corporation owns, directly or indirectly, securities of the same class
and (ii) immediately after such sale the Corporation owns, directly or
indirectly, at least as great a percentage of each class of such securities
convertible into shares of capital stock of such Principal Subsidiary Bank as it
owned prior to such sale of additional securities; (f) any sale by a Principal
Subsidiary Bank (or any successor corporation thereto) of additional options,
warrants or rights to subscribe for or purchase shares of its capital stock to
its shareholders at any price, so long as (i) prior to such sale the Corporation
owns, directly or indirectly, options, warrants or rights, as the case may be,
of the same class and (ii) immediately after such sale, the Corporation owns,
directly or indirectly, at least as great a percentage of each class of such
options, warrants or rights, as the case may be,
17
<PAGE>
to subscribe for or purchase shares of capital stock of such Principal
Subsidiary Bank as it owned prior to such sale of additional options, warrants
or rights; or (g) any issuance of shares of capital stock, or securities
convertible into or options, warrants or rights to subscribe for or purchase
shares of capital stock, of a Principal Subsidiary Bank or any subsidiary which
owns shares of capital stock, or securities convertible into or options,
warrants or rights to acquire capital stock, of any Principal Subsidiary Bank,
to the Corporation or a wholly owned subsidiary of the Corporation.
A Principal Subsidiary Bank is defined in the Senior Indenture as any
Subsidiary Bank (other than NationsBank of Delaware, National Association) with
total assets equal to more than 10% of the Corporation's total consolidated
assets.
WAIVER OF COVENANTS
Under the terms of either Indenture, compliance with certain covenants or
conditions of such Indenture may be waived by the holders of a majority in
principal amount of the Debt Securities of all series to be affected thereby and
at the time outstanding under that Indenture (including, in the case of holders
of Senior Debt Securities, the covenant described above).
MODIFICATION OF THE INDENTURES
Each Indenture contains provisions permitting the Corporation and the
applicable Trustee to modify such Indenture or the rights of the holders of Debt
Securities or coupons, if any, thereunder, with the consent of the holders of
not less than 66 2/3% in aggregate principal amount of the Debt Securities of
all series at the time outstanding under that Indenture and to be affected
thereby (voting as one class), except that no such modification shall (a) extend
the fixed maturity of, reduce the principal amount or redemption premium, if
any, of, or reduce the rate of or extend the time of payment of interest on, any
Debt Security without the consent of the holder of each security so affected, or
(b) reduce the aforesaid percentage of Debt Securities, the consent of holders
of which is required for any such modification, without the consent of the
holders of all Debt Securities then outstanding under that Indenture. Each
Indenture also provides that the Corporation and the respective Trustee may,
from time to time, execute supplemental indentures in certain limited
circumstances without the consent of any holders of outstanding Debt Securities.
Each Indenture provides that in determining whether the holders of the
requisite principal amount of the Debt Securities outstanding have given any
request, demand, authorization, direction, notice, consent or waiver thereunder,
(i) the principal amount of an Original Issue Discount Security that shall be
deemed to be outstanding shall be the amount of the principal thereof that would
be due and payable upon an event of default, and (ii) the principal amount of a
Debt Security denominated in a foreign currency or currency unit shall be the
U.S. dollar equivalent, determined on the date of original issuance of such Debt
Security.
MEETINGS AND ACTION BY SECURITYHOLDERS
Each Indenture contains provisions for convening meetings of the holders of
Debt Securities for certain purposes. A meeting may be called at any time by the
Trustee in its discretion and shall be called by the Trustee upon request by the
Corporation or the holders of at least 10% in aggregate principal amount of the
Debt Securities outstanding of such series, in any case upon notice given in
accordance with "Notices" below. Any resolution passed or decision taken at any
meeting of holders of Debt Securities of any series duly held in accordance with
the applicable Indenture, or such other action taken in accordance with the
terms of the applicable Indenture, will be binding on all holders of Debt
Securities of that series and the related coupons.
DEFAULTS AND RIGHTS OF ACCELERATION
An Event of Default is defined in the Subordinated Indenture generally as
bankruptcy of the Corporation under Federal bankruptcy laws. An Event of Default
is defined in the Senior Indenture generally as (i) the Corporation's failure to
pay principal (or premium, if any) when due on any securities of a series, (ii)
the Corporation's failure to pay interest on any securities of a series, within
30 days after the same becomes due, (iii) the Corporation's breach of any of its
other covenants contained in the Senior Debt Securities or the Senior Indenture,
which breach is not cured within 90 days after written notice by the Senior
Trustee or by the holders of at
18
<PAGE>
least 25% in principal amount of the Senior Debt Securities then outstanding
under the Senior Indenture and affected thereby, and (iv) certain events
involving the bankruptcy, insolvency or liquidation of the Corporation.
Each Indenture provides that if an Event of Default under the respective
Indenture occurs and is continuing, either the respective Trustee or the holders
of 25% in principal amount, or, if any such Debt Securities are Original Issue
Discount Debt Securities, such lesser amounts as may be described in an
applicable Prospectus Supplement, of the Debt Securities then outstanding under
that Indenture (or, with respect to an Event of Default under the Senior
Indenture due to a default in the payment of principal (or premium, if any) or
interest or performance of any other covenant, the outstanding Debt Securities
of all series affected by such default) may declare the principal amount of all
of such Debt Securities to be due and payable immediately. Payment of principal
of the Subordinated Debt Securities may not be accelerated in the case of a
default in the payment of principal (or premium, if any) or interest or the
performance of any other covenant of the Corporation. Upon certain conditions a
declaration of an Event of Default may be annulled and past defaults may be
waived by the holders of a majority in principal amount of the Debt Securities
then outstanding (or of such series affected, as the case may be).
COLLECTION OF INDEBTEDNESS, ETC.
Each Indenture also provides that in the event of a failure by the
Corporation to make payment of principal of or interest on the Debt Securities
(and, in the case of payment of interest, such failure to pay shall have
continued for 30 days), the Corporation will, upon demand of the respective
Trustee, pay to it, for the benefit of the holders of the Debt Securities and,
in the case of any Bearer Securities, the coupons, if any, appertaining thereto,
the amount then due and payable on the Debt Securities for principal and
interest, with interest on the overdue principal and, to the extent payment of
interest shall be legally enforceable, upon overdue installments of interest at
the rate borne by the Debt Securities. Each Indenture further provides that if
the Corporation fails to pay such amount forthwith upon such demand, the
respective Trustee may, among other things, institute a judicial proceeding for
the collection thereof. However, each Indenture provides that notwithstanding
any other provision of the Indenture, the holder of any Debt Security shall have
the right to institute suit for the enforcement of any payment of principal of
and interest on such Debt Security on the respective stated maturities expressed
in such Debt Security and that such right shall not be impaired without the
consent of such holder.
The holders of a majority in principal amount of the Debt Securities then
outstanding under an Indenture shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
under that Indenture, provided that the holders shall have offered to the
Trustee reasonable indemnity against expenses and liabilities. Each Indenture
requires the annual filing by the Corporation with the respective Trustee of a
certificate as to the absence of default and as to compliance with the terms of
that Indenture.
NOTICES
Except as otherwise provided in the applicable indenture, notices to
holders of Bearer Securities will be given by publication at least twice in a
newspaper of general circulation, and customarily published at least once a day
for at least five days in each calendar week, in such city or cities as may be
specified in such Debt Securities. Notices to holders of Registered Securities
will be given by first-class mail to the addresses of such holders as they
appear in the Security Register.
CONCERNING THE TRUSTEES
The Corporation and the Banks have from time to time maintained deposit
accounts and conducted other banking transactions with The Bank of New York and
BankAmerica National Trust Company and their affiliated entities in the ordinary
course of business. Each of the Trustees also serves as trustee for certain
series of the Corporation's outstanding indebtedness under other indentures.
19
<PAGE>
LEGAL OPINIONS
The legality of the Debt Securities will be passed upon for the Corporation
by Smith Helms Mulliss & Moore, L.L.P., Charlotte, North Carolina, and for the
underwriters or agents by Stroock & Stroock & Lavan, New York, New York. As of
the date of this Prospectus, certain members of Smith Helms Mulliss & Moore,
L.L.P. beneficially own approximately 25,000 shares of the Corporation's Common
Stock.
EXPERTS
The consolidated financial statements of the Corporation incorporated in
this Prospectus by reference to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
20
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE
IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS PAGE
<S> <C>
Incorporation of Certain Documents by
Reference................................... 2
Available Information......................... 2
NationsBank Corporation....................... 3
Supervision and Regulation.................... 4
Use of Proceeds............................... 6
Ratios of Earnings to Fixed Charges........... 6
Plan of Distribution.......................... 7
Description of Debt Securities................ 8
Legal Opinions................................ 20
Experts....................................... 20
</TABLE>
$3,000,000,000
NATIONSBANK
DEBT SECURITIES
PROSPECTUS
FEBRUARY , 1995
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 23, 1995
(See appendix for red herring)
[EQUITY]
PROSPECTUS
NATIONSBANK
Preferred Stock
Common Stock
NationsBank Corporation ("NationsBank" or the "Corporation") may offer from
time to time shares of its preferred stock (the "Preferred Stock"), which may be
represented by depositary shares (the "Depositary Shares"), and shares of its
common stock (the "Common Stock" and, together with the Preferred Stock and the
Depositary Shares, the "Securities"). NationsBank may sell up to $3,000,000,000
in aggregate initial offering price of the Securities, which may be offered,
separately or together, in one or more series, in amounts, at prices and on
terms to be determined at the time of sale and set forth in one or more
supplements to this Prospectus (a "Prospectus Supplement"). Pursuant to the
terms of the Registration Statement of which this Prospectus constitutes a part,
NationsBank may also offer and sell its unsecured debt securities, which may be
either senior or subordinated (the "Debt Securities"). Any such Debt Securities
will be offered and issued pursuant to the terms of a separate Prospectus
contained in such Registration Statement. The aggregate amount of Securities
that may be offered and sold pursuant hereto is subject to reduction as the
result of the sale of any Debt Securities pursuant to such separate Prospectus.
The applicable Prospectus Supplement will set forth the specific terms of
Securities offered pursuant to this Prospectus, including: (a) in the case of
any series of Preferred Stock, the specific designation, the aggregate number of
shares offered, the dividend rate or method of calculation, the dividend period
and dividend payment dates, whether such dividends will be cumulative or
noncumulative, the liquidation preference, voting rights, if any, any terms for
redemption at the option of the holder or NationsBank, any applicable conversion
provisions in the event that such series is convertible at the option of the
holder or NationsBank into shares of Common Stock, and any other terms of the
offering or the series, and (b) in the case of Common Stock, the aggregate
number of shares offered.
The Securities may be sold (i) through underwriting syndicates represented
by managing underwriters, or by underwriters without a syndicate, with such
underwriters to be designated at the time of sale; (ii) through agents
designated from time to time; or (iii) directly by the Corporation. The names of
any underwriters or agents of NationsBank involved in the sale of the
Securities, and any applicable commissions or discounts, will be set forth in
the applicable Prospectus Supplement, in addition to any other terms of the
offering of such Securities. The net proceeds to the Corporation from such sale
also will be set forth in such Prospectus Supplement.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS, ARE NOT
OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE
OF NATIONSBANK, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION (THE "FDIC") OR ANY OTHER GOVERNMENT
AGENCY, AND INVOLVE INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH
CAROLINA (THE "COMMISSIONER") OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION, THE COMMISSIONER OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February , 1995.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Corporation with the
Securities and Exchange Commission (the "Commission") pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993;
(b) The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994, June 30, 1994 and September 30, 1994;
(c) The Corporation's Current Reports on Form 8-K filed February 24,
1993, as subsequently amended; October 8, 1993, as subsequently amended;
August 4, 1994; September 21, 1994; October 3, 1994; December 22, 1994;
January 26, 1995; and February 21, 1995; and
(d) The description of the Corporation's Common Stock contained in its
registration statement filed pursuant to Section 12 of the 1934 Act, and
any amendment or report filed for the purpose of updating such description,
including the Corporation's Current Report on Form 8-K filed on September
21, 1994.
All reports and any definitive proxy or information statements filed by the
Corporation with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE CORPORATION WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE
IN SUCH DOCUMENTS). WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO JOHN
E. MACK, SENIOR VICE PRESIDENT AND TREASURER, NATIONSBANK CORPORATION,
NATIONSBANK CORPORATE CENTER, CORPORATE TREASURY DIVISION, CHARLOTTE, NORTH
CAROLINA 28255. TELEPHONE REQUESTS MAY BE DIRECTED TO (704) 386-5972.
AVAILABLE INFORMATION
NationsBank is subject to the informational requirements of the 1934 Act
and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the following public reference
facilities maintained by the Commission: 450 Fifth Street, N.W., Washington,
D.C. 20549; 7 World Trade Center, 13th Floor, New York, New York 10048; and the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material may also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, upon payment of prescribed rates. In addition, reports,
proxy statements and other information concerning NationsBank may be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005 and at the offices of The Pacific Stock Exchange, Incorporated,
301 Pine Street, San Francisco, California 94104.
2
<PAGE>
NATIONSBANK CORPORATION
GENERAL
NationsBank is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the "BHCA"), with its principal assets being
the stock of its banking and non-banking subsidiaries. Through its banking
subsidiaries (the "Banks") and its various non-banking subsidiaries, NationsBank
provides banking and banking-related services, primarily throughout the
Southeast and Mid-Atlantic States and Texas. The principal executive offices of
NationsBank are located at NationsBank Corporate Center, Charlotte, North
Carolina 28255. Its telephone number is (704) 386-5000.
OPERATIONS
NationsBank provides a diversified range of banking and certain non-banking
financial services to its customers through the General Bank, the Institutional
Group and the Financial Services unit. The General Bank provides comprehensive
service in the commercial and retail banking fields, including Trust and Private
Banking operations, the origination and servicing of home mortgage loans, the
issuance and servicing of credit cards and certain insurance services. The
General Bank also offers full service brokerage services and discount brokerage
services for its customers through subsidiaries of NationsBank.
The Institutional Group provides to domestic and international customers
comprehensive corporate banking and investment banking services, including loan
syndication, treasury management, and leasing; underwriting, trading or
distributing a wide range of securities (including bank-eligible securities and,
to a limited extent, bank-ineligible securities as authorized by the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board") under
Section 20 of the Glass-Steagall Act); options, futures, forwards and swaps on
certain interest rate and commodity products, and spot and forward foreign
exchange contracts. The Institutional Group provides its services through
various domestic offices as well as offices located in London, Frankfurt,
Singapore, Mexico City, Grand Cayman, Nassau, Tokyo, and Osaka.
NationsBank currently has banking operations in the following jurisdictions
(with the approximate number of banking offices as of December 31, 1994 in
parentheses): District of Columbia (34); Florida (392); Georgia (197); Kentucky
(4); Maryland (236); North Carolina (233); South Carolina (177); Tennessee
(104); Texas (281); and Virginia (246). NationsBank also has a banking
subsidiary in Delaware that issues and services credit cards. In addition to the
banking offices located in the above states, the various Banks have loan
production offices located in New York City, Chicago, Los Angeles, Denver and
Birmingham. The Banks also provide fully automated, 24-hour cash dispensing and
depositing services throughout the states in which they are located, through
approximately 2,100 automated teller machines.
The Financial Services unit consists of NationsCredit Corporation, a
consumer finance subsidiary, and Greyrock Capital Group Inc. (formerly named
Nations Financial Capital Corporation), a commercial finance subsidiary.
NationsCredit Corporation provides consumer and retail loan programs and also
offers inventory financing to manufacturers, importers and distributors; it has
approximately 240 offices located in 32 states. Greyrock Capital Group Inc.
meets the specialized capitalization, leasing, debt restructuring and
acquisition needs of small to large corporations; it also provides consumer
loans secured by automobiles and real estate.
As part of its operations, NationsBank regularly evaluates its lines of
business and from time to time may increase, decrease or terminate any of its
activities as the result of such evaluations. In particular, the Corporation
regularly evaluates the potential acquisition of, and holds discussions with,
various financial institutions and other businesses of a type eligible for bank
holding company investment. In addition, NationsBank regularly analyzes the
values of, and submits bids for, the acquisition of customer-based funds and
other liabilities and assets of such financial institutions and other
businesses. As a general rule, NationsBank publicly announces such material
acquisitions when a definitive agreement has been reached.
3
<PAGE>
SUPERVISION AND REGULATION
GENERAL
As a registered bank holding company, NationsBank is subject to the
supervision of, and to regular inspection by, the Federal Reserve Board. The
Banks are organized as national banking associations, which are subject to
regulation, supervision and examination by the Office of the Comptroller of the
Currency (the "Comptroller"). The Banks are also subject to regulation by the
FDIC and other federal regulatory agencies. In addition to banking laws,
regulations and regulatory agencies, NationsBank and its subsidiaries and
affiliates are subject to various other laws and regulations and supervision and
examination by other regulatory agencies, all of which directly or indirectly
affect the operations and management of NationsBank and its ability to make
distributions. The following discussion summarizes certain aspects of those laws
and regulations that affect NationsBank.
Under the BHCA, the activities of NationsBank, and those of companies which
it controls or in which it holds more than 5% of the voting stock, are limited
to banking or managing or controlling banks or furnishing services to or
performing services for its subsidiaries, or any other activity which the
Federal Reserve Board determines to be so closely related to banking or managing
or controlling banks as to be a proper incident thereto. In making such
determinations, the Federal Reserve Board is required to consider whether the
performance of such activities by a bank holding company or its subsidiaries can
reasonably be expected to produce benefits to the public such as greater
convenience, increased competition or gains in efficiency that outweigh possible
adverse effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interest or unsound banking practices. Generally, bank
holding companies, such as NationsBank, are required to obtain prior approval of
the Federal Reserve Board to engage in any new activity not previously approved
by the Federal Reserve Board or to acquire more than 5% of any class of voting
stock of any company.
The BHCA also requires bank holding companies to obtain the prior approval
of the Federal Reserve Board before acquiring more than 5% of any class of
voting stock of any bank which is not already majority-owned by the bank holding
company. Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Interstate Banking and Branching Act"), a bank holding company
will be able to acquire banks in states other than its home state beginning
September 29, 1995. Until such provisions are effective, interstate acquisitions
by bank holding companies will be subject to current Federal law, which provides
that no application to acquire shares of a bank located outside of North
Carolina (the state in which the operations of the Banks were principally
conducted on the date the Corporation became subject to the BHCA) may be
approved by the Federal Reserve Board unless such acquisition is specifically
authorized by the laws of the state in which the bank whose shares are to be
acquired is located.
The Interstate Banking and Branching Act also authorizes banks to merge
across state lines, thereby creating interstate branches, beginning June 1,
1997. Under such legislation, each state has the opportunity either to "opt out"
of this provision, thereby prohibiting interstate branching in such states, or
to "opt in" at an earlier time, thereby allowing interstate branching within
that state prior to June 1, 1997. Furthermore, pursuant to such Act, a bank is
now able to open new branches in a state in which it does not already have
banking operations, if the laws of such state permit such DE NOVO branching.
As previously described, NationsBank regularly evaluates merger and
acquisition opportunities, and it anticipates that it will continue to evaluate
such opportunities in light of the new legislation.
Proposals to change the laws and regulations governing the banking industry
are frequently introduced in Congress, in the state legislatures and before the
various bank regulatory agencies. The likelihood and timing of any such changes
and the impact such changes might have on NationsBank and its subsidiaries,
however, cannot be determined at this time.
CAPITAL AND OPERATIONAL REQUIREMENTS
The Federal Reserve Board, the Comptroller and the FDIC have issued
substantially similar risk-based and leverage capital guidelines applicable to
United States banking organizations. In addition, those regulatory agencies may
from time to time require that a banking organization maintain capital above the
minimum levels, whether because of its financial condition or actual or
anticipated growth.
4
<PAGE>
The Federal Reserve Board risk-based guidelines define a two-tier capital
framework. Tier 1 capital consists of common and qualifying preferred
shareholders' equity, less certain intangibles and other adjustments. Tier 2
capital consists of subordinated and other qualifying debt, and the allowance
for credit losses up to 1.25 percent of risk-weighted assets. The sum of Tier 1
and Tier 2 capital less investments in unconsolidated subsidiaries represents
qualifying total capital, at least 50 percent of which must consist of Tier 1
capital. Risk-based capital ratios are calculated by dividing Tier 1 and total
capital by risk-weighted assets. Assets and off-balance sheet exposures are
assigned to one of four categories of risk-weights, based primarily on relative
credit risk. The minimum Tier 1 capital ratio is 4 percent and the minimum total
capital ratio is 8 percent. The Corporation's Tier 1 and total risk-based
capital ratios under these guidelines at December 31, 1994 were 7.43 percent and
11.47 percent, respectively.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
total assets. Although the stated minimum ratio is 3 percent, most banking
organizations are required to maintain ratios of at least 100 to 200 basis
points above 3 percent. The Corporation's leverage ratio at December 31, 1994
was 6.18 percent. Management believes that NationsBank meets its leverage ratio
requirement.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines could
also subject a banking institution to capital raising requirements. An
"undercapitalized" bank must develop a capital restoration plan and its parent
holding company must guarantee that bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the bank's assets at the time it became "undercapitalized"
or the amount needed to comply with the plan. Furthermore, in the event of the
bankruptcy of the parent holding company, such guarantee would take priority
over the parent's general unsecured creditors. In addition, pursuant to FDICIA,
the various regulatory agencies have prescribed certain non-capital standards
for safety and soundness relating generally to operations and management, asset
quality and executive compensation and permits regulatory action against a
financial institution that does not meet such standards.
The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by FDICIA, using
the total risk-based capital, Tier 1 risk-based capital and leverage capital
ratios as the relevant capital measures. Such regulations establish various
degrees of corrective action to be taken when an institution is considered
undercapitalized. Under the regulations, a "well capitalized" institution must
have a Tier 1 capital ratio of at least 6 percent, a total capital ratio of at
least 10 percent and a leverage ratio of at least 5 percent and not be subject
to a capital directive order. An "adequately capitalized " institution must have
a Tier 1 capital ratio of at least 4 percent, a total capital ratio of at least
8 percent and a leverage ratio of at least 4 percent, or 3 percent in some
cases. Under these guidelines, each of the Banks is considered adequately or
well capitalized.
Banking agencies have recently adopted final regulations which mandate that
regulators take into consideration concentrations of credit risk and risks from
non-traditional activities, as well as an institution's ability to manage those
risks, when determining the adequacy of an institution's capital. That
evaluation will be made as a part of the institution's regular safety and
soundness examination. Banking agencies also have proposed amendments to
existing risk-based capital regulations to provide for the consideration of
interest rate risk (when the interest rate sensitivity of an institution's
assets does not match the sensitivity of its liabilities or its
off-balance-sheet position) in the determination of a bank's minimum capital
requirements. Those proposals, while still under consideration, would require
banks with interest rate risk in excess of defined thresholds to maintain
additional capital beyond that generally required.
DISTRIBUTIONS
The Corporation's funds for cash distributions to its shareholders are
derived from a variety of sources, including cash and temporary investments. The
primary source of such funds, however, is dividends received
5
<PAGE>
from its banking subsidiaries. The amount of dividends that each Bank may
declare in a calendar year without approval of the Comptroller is the Bank's net
profits for that year, as defined by statute, combined with its net retained
profits, as defined, for the preceding two years. In addition, from time to time
NationsBank applies for, and may receive, permission from the Comptroller for
one or more of the Banks to declare special dividends. In 1995, the Banks can
initiate dividend payments, without prior regulatory approval, of up to $1.0
billion plus an additional amount equal to their net profits for 1995 up to the
date of any such dividend declaration.
In addition to the foregoing, the ability of NationsBank and the Banks to
pay dividends may be affected by the various minimum capital requirements and
the capital and non-capital standards established under FDICIA as described
above. Furthermore, the Comptroller may prohibit the payment of a dividend by a
national bank if it determines that such payment would constitute an unsafe or
unsound practice. The right of NationsBank, its shareholders and its creditors
to participate in any distribution of the assets or earnings of its subsidiaries
is further subject to the prior claims of creditors of the respective
subsidiaries.
SOURCE OF STRENGTH
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and to
commit resources to support each such subsidiary. This support may be required
at times when a bank holding company may not be able to provide such support. In
the event of a loss suffered or anticipated by the FDIC -- either as a result of
default of a banking or thrift subsidiary of NationsBank or related to FDIC
assistance provided to a subsidiary in danger of default -- the other banking
subsidiaries of NationsBank may be assessed for the FDIC's loss, subject to
certain exceptions.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes, including the Corporation's working capital needs, the
funding of investments in, or extensions of credit to, its banking and
nonbanking subsidiaries, possible acquisitions of other financial institutions
or their assets or liabilities, possible acquisitions of or investments in other
businesses of a type eligible for bank holding companies and possible reduction
of outstanding indebtedness or repurchase of outstanding equity securities of
the Corporation. Pending such use, the Corporation may temporarily invest the
net proceeds in investment grade securities. The Corporation may, from time to
time, engage in additional capital financings of a character and in amounts to
be determined by the Corporation in light of its needs at such time or times and
in light of prevailing market conditions. If the Corporation elects at the time
of issuance of Securities to make different or more specific use of proceeds
other than that set forth herein, such use will be described in the applicable
Prospectus Supplement.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following are the consolidated ratios of earnings to combined fixed
charges and preferred stock dividend requirements for the nine months ended
September 30, 1994 and for each of the years in the five-year period ended
December 31, 1993:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1994 1993 1992 1991 (1) 1990 1989 (2)
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends:
Excluding interest on deposits............................... 1.9 2.3 2.3 1.1 1.3 1.7
Including interest on deposits............................... 1.5 1.5 1.4 1.0 1.1 1.2
</TABLE>
(1) Ratios include the 1991 restructuring expense of $330 million recorded in
connection with the merger of a subsidiary of the Corporation into
C&S/Sovran Corporation, effective December 31, 1991. On a pro forma basis,
excluding the 1991 restructuring expense of $330 million, the Ratio of
Earnings to Combined Fixed Charges and Preferred Stock Dividends excluding
interest on deposits was 1.3, and the Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends including interest on deposits was
1.1.
(2) Includes the interest of the FDIC in the earnings of NationsBank of Texas,
National Association.
6
<PAGE>
For purposes of computing the consolidated ratios, earnings represent net
income of the Corporation plus applicable income taxes and fixed charges, less
capitalized interest and the equity in undistributed earnings of unconsolidated
subsidiaries and associated companies. Fixed charges represent interest expense
(exclusive of interest on deposits in one case and inclusive of such interest in
the other), capitalized interest, amortization of debt discount and appropriate
issuance costs and one-third (the amount deemed to represent an appropriate
interest factor) of net rent expense under all lease commitments. Preferred
stock dividend requirements represent dividend requirements on the outstanding
preferred stock adjusted to reflect the pre-tax earnings that would be required
to cover such dividend requirements.
PLAN OF DISTRIBUTION
The Corporation may offer and sell the Securities in one or more of the
following ways: (i) through underwriters or dealers; (ii) through agents; or
(iii) directly by the Corporation to one or more purchasers. Such underwriters,
dealers or agents may be affiliates of NationsBank. The Prospectus Supplement
with respect to a particular offering of any Securities will set forth the terms
of the offering of such Securities, including the name or names of any
underwriters or agents with whom NationsBank has entered into arrangements with
respect to the sale of such Securities, the public offering or purchase price of
such Securities and the proceeds to the Corporation from such sales, and any
underwriting discounts, agency fees or commissions and other items constituting
underwriters' compensation, the initial public offering price, any discounts or
concessions to be allowed or reallowed or paid to dealers and the securities
exchange, if any, on which such Securities may be listed.
If underwriters are used in the offer and sale of Securities, the
Securities will be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Securities may be offered to the public either through
underwriting syndicates represented by managing underwriters, or by underwriters
without a syndicate, all of which underwriters in either case will be designated
in the applicable Prospectus Supplement. Unless otherwise set forth in the
applicable Prospectus Supplement, under the terms of the underwriting agreement,
the obligations of the underwriters to purchase Securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the Securities if any are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Securities may be offered and sold directly by the Corporation or through
agents designated by the Corporation from time to time. Any agent involved in
the offer or sale of the Securities with respect to which this Prospectus is
delivered will be named in, and any commissions payable by the Corporation to
such agent will be set forth in or calculable from, the applicable Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best-efforts basis for the period of its appointment.
If so indicated in the applicable Prospectus Supplement, the Corporation
may authorize underwriters, dealers or agents to solicit offers by certain
institutions to purchase Securities from the Corporation at the public offering
price set forth in such Prospectus Supplement pursuant to delayed delivery
contracts ("Delayed Delivery Contracts") providing for payment and delivery on
the date or dates stated in the Prospectus Supplement. Each Delayed Delivery
Contract will be for an amount of Securities not less than and, unless the
Corporation otherwise agrees, the aggregate amount of Securities sold pursuant
to Delayed Delivery Contracts shall be not more than the respective minimum and
maximum amounts stated in the Prospectus Supplement. Institutions with which
Delayed Delivery Contracts, when authorized, may be made include commercial and
savings banks, insurance companies, pension funds, investment companies and
educational and charitable institutions, but shall in all cases be subject to
the approval of the Corporation in its sole discretion. The obligations of the
purchaser under any Delayed Delivery Contract to pay for and take delivery of
Securities will not be subject to any conditions except that (i) the purchase of
Securities by such institution shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such institution is subject; and
(ii) any related sale of Securities to underwriters shall have occurred. A
commission set forth in the Prospectus Supplement will be paid to underwriters
soliciting purchases of Securities pursuant to Delayed Delivery Contracts
accepted by the Corporation. The underwriters will not have any responsibility
in respect of the validity or performance of Delayed Delivery Contracts.
7
<PAGE>
Any series of Preferred Stock offered and sold pursuant to this Prospectus
and the applicable Prospectus Supplement will be new issues of securities with
no established trading market. Any underwriters to whom such Securities are sold
by the Corporation for public offering and sale may make a market in such
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Securities.
Any underwriter, dealer or agent participating in the distribution of any
Securities may be deemed to be an underwriter, as that term is defined in the
Securities Act of 1933, as amended (the "1933 Act"), of the Securities so
offered and sold, and any discounts or commissions received by them from
NationsBank and any profit realized by them on the sale or resale of the
Securities may be deemed to be underwriting discounts and commissions under the
1933 Act.
Under agreements entered into with the Corporation, underwriters, dealers
and agents may be entitled to indemnification by the Corporation against certain
civil liabilities, including liabilities under the 1933 Act, or to contribution
with respect to payments which the underwriters or agents may be required to
make in respect thereof.
The participation of an affiliate or subsidiary of NationsBank in the offer
and sale of the Securities will comply with the requirements of Schedule E to
the By-laws of the National Association of Securities Dealers, Inc. (the "NASD")
regarding the participation in a distribution of securities by an affiliate. No
NASD member participating in offers and sales of the Securities will execute a
transaction in the Securities in a discretionary account without the prior
written specific approval of the member's customer.
This Prospectus and related Prospectus Supplements also may be used by
direct or indirect wholly owned subsidiaries of NationsBank in connection with
offers and sales related to secondary market transactions in the Securities.
Such subsidiaries may act as principal or agent in such transactions. Any such
sales will be made at prices related to prevailing market prices at the time of
sale.
Underwriters, dealers and agents also may be customers of, engage in
transactions with, or perform other services for the Corporation in the ordinary
course of business.
DESCRIPTION OF PREFERRED STOCK
GENERAL
NationsBank has authorized 45,000,000 shares of preferred stock and may
issue such preferred stock in one or more series, each with such preferences,
limitations, designations, conversion rights, voting rights, dividend rights,
voluntary and involuntary liquidation rights and other rights as it may
determine. NationsBank has designated 3,000,000 shares of ESOP Convertible
Preferred Stock, Series C (the "ESOP Preferred Stock"), of which 2,606,657
shares were issued and outstanding as of December 31, 1994.
The ability of NationsBank to pay dividends with respect to its preferred
stock or other capital stock may be affected by the ability of the Banks to pay
dividends. The ability of the Banks, as well as of the Corporation, to pay
dividends in the future currently is, and could be further, influenced by bank
regulatory requirements and capital guidelines. See "SUPERVISION AND
REGULATION."
THE PREFERRED STOCK
GENERAL. The Preferred Stock shall have the general dividend, voting and
liquidation preference rights set forth below unless otherwise provided in the
Prospectus Supplement relating to a particular series of Preferred Stock offered
thereby. Reference is made to the applicable Prospectus Supplement for specific
terms, including, where applicable: (i) the title and stated value of such
Preferred Stock; (ii) the aggregate number of shares of Preferred Stock so
offered; (iii) the price at which such Preferred Stock will be issued; (iv) the
dividend rates or method of calculation, the dividend period and the dates on
which dividends shall be payable; (v) whether any such dividends will be
cumulative or noncumulative, and if cumulative, the date from which dividends
shall commence to cumulate; (vi) the dates on which the Preferred Stock will be
subject to redemption at the option of the Corporation, if applicable, and any
related redemption terms; (vii) any mandatory redemption or sinking fund
provisions; (viii) any rights on the part of the holder to convert the Preferred
Stock into shares of Common Stock; and (ix) any additional voting, liquidation,
preemptive and other rights, preferences, privileges,
8
<PAGE>
limitations and restrictions. The description of certain provisions of the
Preferred Stock set forth below and in the applicable Prospectus Supplement does
not purport to be complete and is subject to and qualified in its entirety by
reference to the Articles of Amendment to the Articles of Incorporation of the
Corporation relating to the particular series of Preferred Stock, which will be
filed with the Commission at or prior to the time of sale of such Preferred
Stock.
NationsBank may, at its option, elect to offer Depositary Shares evidenced
by depositary receipts (the "Depositary Receipts"), each representing a
fractional interest (to be specified in the Prospectus Supplement relating to
the particular series of Preferred Stock) in a share of a particular series of
the Preferred Stock issued and deposited with a Depositary (as defined below).
See "DESCRIPTION OF DEPOSITARY SHARES" below.
As to the payment of dividends and the distribution of assets on
liquidation, dissolution and winding up of the Corporation, the Preferred Stock
ranks senior to the Common Stock. The dividend and liquidation preference rights
of the Preferred Stock relative to the ESOP Preferred Stock or any future series
of preferred stock of the Corporation shall be set forth in the Prospectus
Supplement relating to the particular series of Preferred Stock offered thereby.
When issued in accordance with the terms of the Prospectus and the
applicable Prospectus Supplement, the Preferred Stock will be validly issued,
fully paid and nonassessable.
DIVIDENDS. When and as declared by the Board of Directors of the
Corporation, holders of the Preferred Stock will be entitled to receive
quarterly cash dividends at such rates and on such dates as will be set forth in
the applicable Prospectus Supplement. All dividends shall be paid out of funds
of NationsBank legally available for such purpose. Except as otherwise set forth
in the applicable Prospectus Supplement, no dividends shall be paid on other
shares of the Corporation, nor shall any shares of other capital stock of the
Corporation be redeemed, repurchased or otherwise acquired for any consideration
(or any moneys be paid into a sinking fund for the redemption of shares of such
stock) by the Corporation, if dividends on any series of Preferred Stock are in
arrears.
VOTING. Except as required by applicable law or as otherwise set forth in
the applicable Prospectus Supplement, the holders of Preferred Stock shall have
no voting rights with regard to matters submitted to a general vote of the
shareholders of the Corporation.
LIQUIDATION PREFERENCE. In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, the holders of
any series of Preferred Stock shall be entitled to receive, by reason of their
ownership thereof, after distributions to holders of any series or class of
capital stock of the Corporation as may be set forth in the applicable
Prospectus Supplement, an amount equal to the appropriate stated or liquidation
value of the shares of such series (as set forth in the applicable Prospectus
Supplement), plus an amount equal to accrued and unpaid dividends, if any,
through the date of such payment. If upon the occurrence of such event, the
assets and funds to be thus distributed among the holders of such Preferred
Stock shall be insufficient to permit the payment to such holders of the full
amount due, then the holders of such Preferred Stock shall share ratably in any
distribution of assets of the Corporation in proportion to the respective
amounts which otherwise would be payable with respect to the shares held by them
upon such distribution if all amounts payable on or with respect to such shares
were paid in full.
THE FOLLOWING SUMMARY OF THE ESOP PREFERRED STOCK IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE DESCRIPTION OF SUCH SERIES OF PREFERRED STOCK
CONTAINED IN THE CORPORATION'S RESTATED ARTICLES OF INCORPORATION, AS AMENDED,
ATTACHED AS EXHIBIT 3(I) TO THE CORPORATION'S QUARTERLY REPORT ON FORM 10-Q FOR
THE QUARTER ENDED JUNE 30, 1994, INCORPORATED HEREIN BY REFERENCE.
ESOP PREFERRED STOCK
The ESOP Preferred Stock was first issued in the transaction by which
NationsBank was formed from the merger of NCNB Corporation and C&S/Sovran
Corporation in 1991 upon the conversion of shares of ESOP Convertible Preferred
Stock, Series C of C&S/Sovran Corporation. All shares are held by the trustee
under the NationsBank Corporation Retirement Savings Plan (the "ESOP").
9
<PAGE>
Shares of ESOP Preferred Stock have no preemptive or preferential rights to
purchase or subscribe for shares of NationsBank capital stock of any class and
are not subject to any sinking fund or other obligation of NationsBank to
repurchase or retire the series, except as discussed below.
Each share of ESOP Preferred Stock is entitled to an annual dividend,
subject to certain adjustments, of $3.30 per share, payable semiannually. Unpaid
dividends accumulate as of the date on which they first became payable, without
interest. So long as any shares of ESOP Preferred Stock are outstanding, no
dividend may be declared, paid or set apart for payment on any other series of
stock ranking on a parity with the ESOP Preferred Stock as to dividends, unless
like dividends have been declared and paid, or set apart for payment, on the
ESOP Preferred Stock for all dividend payment periods ending on or before the
dividend payment date for such parity stock, ratably in proportion to their
respective amounts of accumulated and unpaid dividends. NationsBank generally
may not declare, pay or set apart for payment any dividends (except for, among
other things, dividends payable solely in shares of stock ranking junior to the
ESOP Preferred Stock as to dividends or upon liquidation) on, make any other
distribution on, or make payment on account of the purchase, redemption or other
retirement of, any other class or series of NationsBank capital stock ranking
junior to the ESOP Preferred Stock as to dividends or upon liquidation, until
full cumulative dividends on the ESOP Preferred Stock have been declared and
paid or set apart for payment when due.
The holder of the ESOP Preferred Stock is entitled to vote on all matters
submitted to a vote of the holders of Common Stock and votes together with the
holders of Common Stock as one class. Except as otherwise required by applicable
law, the holder of the ESOP Preferred Stock has no special voting rights. To the
extent that the holder of such shares is entitled to vote, each share is
entitled to the number of votes equal to the number of shares of Common Stock
into which such share of ESOP Preferred Stock could be converted on the record
date for determining the shareholders entitled to vote, rounded to the nearest
whole vote.
Shares of the ESOP Preferred Stock initially are convertible into Common
Stock at a conversion rate equal to 0.84 shares of Common Stock per share of
ESOP Preferred Stock and a conversion price of $42.50 per 0.84 shares of Common
Stock, subject to certain customary anti-dilution adjustments.
In the event of any voluntary or involuntary dissolution, liquidation or
winding-up of NationsBank, the holder of the ESOP Preferred Stock will be
entitled to receive out of the assets of NationsBank available for distribution
to shareholders, subject to the rights of the holders of any Preferred Stock
ranking senior to or on a parity with the ESOP Preferred Stock as to
distributions upon liquidation, dissolution or winding-up but before any amount
will be paid or distributed among the holders of Common Stock or any other
shares ranking junior to the ESOP Preferred Stock as to such distributions,
liquidating distributions of $42.50 per share plus all accrued and unpaid
dividends thereon to the date fixed for distribution. If, upon any voluntary or
involuntary dissolution, liquidation or winding-up of NationsBank, the amounts
payable with respect to the ESOP Preferred Stock and any other stock ranking on
a parity therewith as to any such distribution are not paid in full, the holder
of the ESOP Preferred Stock and such other stock will share ratably in any
distribution of assets in proportion to the full respective preferential amounts
to which they are entitled. After payment of the full amount of the liquidating
distribution to which it is entitled, the holder of the ESOP Preferred Stock
will not be entitled to any further distribution of assets by NationsBank.
Neither a merger or consolidation of NationsBank with or into any other
corporation, nor a merger or consolidation of any other corporation with or into
NationsBank nor a sale, transfer or lease of all or any portion of NationsBank's
assets, will be deemed to be a dissolution, liquidation or winding-up of
NationsBank.
The ESOP Preferred Stock is redeemable, in whole or in part, at the option
of NationsBank, at any time. The redemption price for the shares of the ESOP
Preferred Stock will depend upon the time of redemption. Specifically, the
redemption price for the 12-month period beginning July 1, 1994, is $44.15 per
share; on each succeeding July 1, the redemption price will be reduced by $.33
per share, except that on and after July 1, 1999, the redemption price will be
$42.50 per share, and the redemption price may be paid in cash or shares of
Common Stock. In each case, the redemption price also must include all accrued
and unpaid dividends to the date of redemption. To the extent that the ESOP
Preferred Stock is treated as Tier 1 capital for bank regulatory purposes, the
approval of the Federal Reserve Board may be required for redemption of the ESOP
Preferred Stock.
NationsBank is required to redeem shares of the ESOP Preferred Stock at the
option of the holder of such shares to the extent necessary either to provide
for distributions required to be made under the ESOP or to make payments of
principal, interest or premium due and payable on any indebtedness incurred by
the holder
10
<PAGE>
of the shares. The redemption price in such case will be the greater of $42.50
per share plus accrued and unpaid dividends to the date of redemption or the
fair market value of the aggregate number of shares of Common Stock into which a
share of ESOP Preferred Stock then is convertible.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
NationsBank may, at its option, elect to offer fractional interests in the
Preferred Stock, rather than whole shares of such securities. In the event such
option is exercised, NationsBank will provide for the issuance by a Depositary
to the public of receipts of Depositary Shares, each of which will represent a
fractional interest in a share of a particular series of the Preferred Stock, as
set forth in the Prospectus Supplement for such series of Preferred Stock.
Certain general terms and provisions of the Deposit Agreement (as described
below), Depositary Shares and the Depositary Receipts to which a Prospectus
Supplement may relate are set forth below. The particular terms of the Preferred
Stock offered by any Prospectus Supplement and the extent, if any, to which such
general provisions may apply to the Depositary Shares will be described in the
applicable Prospectus Supplement. The descriptions below and in any Prospectus
Supplement do not purport to be complete and are subject to and qualified in
their entirety by reference to the Deposit Agreement and the Depositary
Receipts, the forms of which are incorporated by reference in the Registration
Statement of which this Prospectus is a part and the definitive forms of which
will be filed with the Commission at the time of sale of such Depositary Shares.
The shares of any series of the Preferred Stock underlying the Depositary
Shares will be deposited under a separate Deposit Agreement (the "Deposit
Agreement") between NationsBank and a bank or trust company selected by
NationsBank having its principal office in the United States and having a
combined capital and surplus of at least $5,000,000 (the "Depositary"). The
applicable Prospectus Supplement will set forth the name and address of the
Depositary. Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled, in proportion to the applicable fractional
interest in a share of Preferred Stock underlying such Depositary Share, to all
the rights and preferences of the Preferred Stock underlying such Depositary
Share (including dividend, voting, redemption, conversion and liquidation
rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement. Depositary Receipts will be distributed to
those persons purchasing the fractional shares of the related series of
Preferred Stock in accordance with the terms of the offering as described in the
applicable Prospectus Supplement.
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of NationsBank, issue temporary
Depositary Receipts substantially identical to (and entitling the holders
thereof to all the rights pertaining to) the definitive Depositary Receipts but
not in definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay and temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at NationsBank's expense.
Upon the surrender of Depositary Receipts at the office of the Depositary
(unless the Depositary Shares have been previously called for redemption) and
upon payment by the holder of the charges provided in the Deposit Agreement and
subject to the terms thereof, a holder of Depositary Shares is entitled to have
the Depositary deliver to such holder the number of whole shares of the
Preferred Stock underlying the Depositary Shares evidenced by the surrendered
Depositary Receipts; PROVIDED, HOWEVER, that holder of such shares of such
Preferred Stock will not thereafter be entitled to receive Depositary Shares
therefor. If the Depositary Receipts delivered by the holder evidence a number
of Depositary Shares in excess of the number of Depositary Shares representing
the number of whole shares of the related series of Preferred Stock to be
withdrawn, the Depositary will deliver to such holder at the same time a new
Depositary Receipt evidencing such excess number of Depositary Shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Shares relating to such Preferred Stock in proportion to the
11
<PAGE>
number of such Depositary Shares owned by such holders on the relevant record
date. The Depositary shall distribute only such amount, however, as can be
distributed without attributing to any holder of Depositary Shares a fraction of
one cent, and any balance not so distributed shall be added to and treated as
part of the next sum received by the Depositary for distribution to record
holders of Depositary Shares.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, unless the Depositary determines that it is not feasible to
make such distribution, in which case the Depositary may, with the approval of
NationsBank, sell such property and distribute the net proceeds from such sale
to such holders.
REDEMPTION OF DEPOSITARY SHARES
If a series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of such series of the Preferred Stock held by the Depositary. The Depositary
shall mail notice of redemption not less than 30 and not more than 45 days prior
to the date fixed for redemption to the record holders of the Depositary Shares
to be so redeemed at their respective addresses appearing in the Depositary's
books. The redemption price per Depositary Share will be equal to the applicable
fraction of the redemption price per share payable with respect to such series
of the Preferred Stock. Whenever NationsBank redeems Preferred Stock held by the
Depositary, the Depositary will redeem as of the same redemption date the number
of Depositary Shares relating to the Preferred Stock so redeemed. If less than
all the Depositary Shares are to be redeemed, the Depositary Shares to be
redeemed will be selected by lot or pro rata as may be determined by the
Depositary.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holder of the Depositary Shares will cease, except the right to receive the
moneys payable upon such redemption and any money or other property to which the
holders of such Depositary Shares were entitled upon such redemption upon
surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the Preferred
Stock held by the Depositary are entitled to vote, the Depositary will mail the
information contained in such notice of meeting to the record holders of the
Depositary Shares relating to such Preferred Stock. Each record holder of such
Depositary Shares on the record date (which will be the same date as the record
date for the Preferred Stock) will be entitled to instruct the Depositary as to
the exercise of the voting rights pertaining to the amount of Preferred Stock
underlying such holder's Depositary Shares. The Depositary will endeavor,
insofar as practicable, to vote the amount of Preferred Stock underlying such
Depositary Shares in accordance with such instructions, and NationsBank will
agree to take all action which may be deemed necessary by the Depositary in
order to enable the Depositary to do so. The Depositary will abstain from voting
Preferred Stock to the extent it does not receive specific instructions from the
holders of Depositary Shares relating to such Preferred Stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time be amended by agreement
between NationsBank and the Depositary. However, any amendment which materially
and adversely alters the rights of the existing holders of Depositary Shares
will not be effective unless such amendment has been approved by the record
holders of at least a majority in interest of the Depositary Shares then
outstanding. A Deposit Agreement may be terminated by NationsBank or the
Depositary only if (i) all outstanding Depositary Shares relating thereto have
been redeemed or (ii) there has been a final distribution in respect of the
Preferred Stock underlying such Depositary Shares in connection with any
liquidation, dissolution or winding up of NationsBank.
CHARGES OF DEPOSITARY
NationsBank will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. NationsBank
will pay charges of the Depositary in connection with the
12
<PAGE>
initial deposit of the Preferred Stock and any redemption of the Preferred
Stock. Holders of Depositary Shares will pay other transfer and other taxes and
governmental charges and such other charges as are expressly provided in the
Deposit Agreement to be for their accounts.
MISCELLANEOUS
The Depositary will forward to the holders of Depositary Shares all reports
and communications from NationsBank which are delivered to the Depositary and
which NationsBank is required to furnish to the holders of the Preferred Stock.
Neither the Depositary nor NationsBank will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of NationsBank and the
Depositary under the Deposit Agreement will be limited to performance in good
faith of their duties thereunder and neither entity will be obligated to
prosecute or defend any legal proceeding in respect of any Depositary Shares or
Preferred Stock unless satisfactory indemnity is furnished. Each entity may rely
upon written advice of counsel or accountants, or information provided by
persons presenting Preferred Stock for deposit, holders of Depositary Shares or
other persons believed to be competent and on documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to NationsBank notice
of its election to do so, and NationsBank may at any time remove the Depositary,
any such resignation or removal to take effect only upon the appointment of a
successor Depositary and its acceptance of such appointment. Such successor
Depositary must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $5,000,000.
DESCRIPTION OF COMMON STOCK
THE FOLLOWING SUMMARY OF THE COMMON STOCK IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE DESCRIPTION OF THE COMMON STOCK CONTAINED IN THE CORPORATION'S
CURRENT REPORT ON FORM 8-K FILED SEPTEMBER 21, 1994, INCORPORATED HEREIN BY
REFERENCE.
GENERAL
NationsBank is authorized to issue 800,000,000 shares of its Common Stock,
of which 276,451,552 shares were outstanding as of December 31, 1994. The Common
Stock is traded on the New York Stock Exchange, Inc. and on The Pacific Stock
Exchange Incorporated under the symbol "NB"; certain shares of Common Stock are
also listed and traded on the Tokyo Stock Exchange. As of December 31, 1994, a
total of 13,726,925 additional shares were reserved for issuance in connection
with various employee benefit plans of NationsBank and the conversion of the
ESOP Preferred Stock and a total of 3,456,499 additional shares were reserved
for issuance under the Corporation's Dividend Reinvestment and Stock Purchase
Plan. After taking into account the shares reserved as described above, the
number of authorized shares of the Common Stock available for other corporate
purposes as of December 31, 1994 was 506,365,024.
VOTING AND OTHER RIGHTS
The holders of the Common Stock are entitled to one vote per share, and, in
general, a majority of votes cast with respect to a matter is sufficient to take
action upon routine matters. Directors are elected by a plurality of the votes
cast, and each shareholder entitled to vote in such election shall be entitled
to vote each share of stock for as many persons as there are directors to be
elected. In elections for directors, such shareholders do not have the right to
cumulate their votes, so long as the Corporation has a class of shares
registered under Section 12 of the 1934 Act (unless action is taken to provide
otherwise by charter amendment, which action management does not currently
intend to propose). In general, (i) amendments to the Corporation's Restated
Articles of Incorporation must be approved by each voting group entitled to vote
separately thereon by a majority of the votes cast by that voting group, unless
the amendment creates dissenters' rights for a particular voting group, in which
case such amendment must be approved by a majority of the votes entitled to be
cast by such voting group; (ii) a merger or share exchange required to be
approved by shareholders must be approved
13
<PAGE>
by each voting group entitled to vote separately thereon by a majority of the
votes entitled to be cast by that voting group; and (iii) the dissolution of the
Corporation, or the sale of all or substantially all of the property of the
Corporation other than in the usual and regular course of business, must be
approved by a majority of all votes entitled to be cast thereon.
In the event of liquidation, holders of the Common Stock would be entitled
to receive pro rata any assets legally available for distribution to
shareholders with respect to shares held by them, subject to any prior rights of
any preferred stock then outstanding. See "DESCRIPTION OF PREFERRED STOCK"
above.
The Common Stock does not have any preemptive rights, redemption
privileges, sinking fund privileges, or conversion rights. All the outstanding
shares of the Common Stock are, and upon proper conversion of any Preferred
Stock all of the shares of Common Stock into which such shares are converted
will be, validly issued, fully paid and nonassessable.
Chemical Bank acts as transfer agent and registrar for the Common Stock.
DISTRIBUTIONS
The holders of the Common Stock are entitled to receive such dividends or
distributions as the Board of Directors of the Corporation may declare out of
funds legally available for such payments. The payment of distributions by
NationsBank is subject to the restrictions of North Carolina law applicable to
the declaration of distributions by a business corporation. A corporation
generally may not authorize and make distributions if, after giving effect
thereto, it would be unable to meet its debts as they become due in the usual
course of business or if the corporation's total assets would be less than the
sum of its total liabilities plus the amount that would be needed, if it were to
be dissolved at the time of distribution, to satisfy claims upon dissolution of
shareholders who have preferential rights superior to the rights of the holders
of its common stock. In addition, the payment of distributions to shareholders
is subject to any prior rights of outstanding preferred stock, including the
ESOP Preferred Stock and any other Preferred Stock when and if issued from time
to time. See "DESCRIPTION OF PREFERRED STOCK." Share dividends, if any are
declared, may be paid from NationsBank's authorized but unissued shares.
The ability of NationsBank to pay dividends is affected by the ability of
the Banks to pay dividends. The ability of the Banks, as well as of the
Corporation, to pay dividends in the future currently is, and could be further,
influenced by bank regulatory requirements and capital guidelines. See
"SUPERVISION AND REGULATION."
LEGAL OPINIONS
The legality of the Securities will be passed upon for the Corporation by
Smith Helms Mulliss & Moore, L.L.P., Charlotte, North Carolina, and for the
underwriters or agents by Stroock & Stroock & Lavan, New York, New York. As of
the date of this Prospectus, certain members of Smith Helms Mulliss & Moore,
L.L.P., beneficially own approximately 25,000 shares of the Corporation's Common
Stock.
EXPERTS
The consolidated financial statements of the Corporation incorporated in
this Prospectus by reference to the Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
14
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE
IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PROSPECTUS
Incorporation of Certain Documents by
Reference................................... 2
Available Information......................... 2
NationsBank Corporation....................... 3
Supervision and Regulation.................... 4
Use of Proceeds............................... 6
Ratios of Earnings to Combined Fixed Charges
and Preferred Stock Dividends............... 6
Plan of Distribution.......................... 7
Description of Preferred Stock................ 8
Description of Depositary Shares.............. 11
Description of Common Stock................... 13
Legal Opinions................................ 14
Experts....................................... 14
</TABLE>
$3,000,000,000
NATIONSBANK
PREFERRED STOCK
COMMON STOCK
PROSPECTUS
FEBRUARY , 1995
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses, other than underwriting or broker-dealer fees,
discounts and commissions, in connection with the offering are as follows:
<TABLE>
<S> <C>
Securities Act Registration Fee.................... $1,034,483
Printing and Engraving Expenses.................... 150,000
Legal Fees and Expenses............................ 350,000
Accounting Fees and Expenses....................... 150,000
Blue Sky Fees and Expenses......................... 40,000
Indenture Trustee Expenses......................... 175,000
Rating Agency Fees and Expenses.................... 600,000
Listing Fees....................................... 50,000
Miscellaneous...................................... 25,517
$2,575,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the Registrant's Restated Articles of
Incorporation, and no contracts between the Registrant and its directors and
officers, relating to indemnification. The Registrant's Restated Articles of
Incorporation prevent the recovery by the Registrant of monetary damages against
its directors. However, in accordance with the provisions of the North Carolina
Business Corporation Act (the "Act"), the Registrant's Amended and Restated
Bylaws provide that, in addition to the indemnification of directors and
officers otherwise provided by the Act, the Registrant shall, under certain
circumstances, indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation expense,
including reasonable attorneys' fees, arising out of their status or activities
as directors and officers, except for liability or litigation expense incurred
on account of activities that were at the time known or reasonably should have
been known by such director or officer to be clearly in conflict with the best
interests of the Registrant. Pursuant to such bylaw and as authorized by
statute, the Registrant maintains insurance on behalf of its directors and
officers against liability asserted against such persons in such capacity
whether or not such directors or officers have the right to indemnification
pursuant to the bylaw or otherwise.
In addition to the above-described provisions, Sections 55-8-50 through
55-8-58 of the Act contain provisions prescribing the extent to which directors
and officers shall or may be indemnified. Section 55-8-51 of the Act permits a
corporation, with certain exceptions, to indemnify a current or former director
against liability if (i) he conducted himself in good faith, (ii) he reasonably
believed (x) that his conduct in his official capacity with the corporation was
in its best interests and (y) in all other cases his conduct was at least not
opposed to the corporation's best interests, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a current or former director in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to him in which he was adjudged
liable on such basis. The above standard of conduct is determined by the Board
of Directors or a committee thereof or special legal counsel or the shareholders
as prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the Act require a corporation to indemnify
a director or officer in the defense of any proceeding to which he was a party
because of his capacity as a director or officer against reasonable expenses
when he is wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54. Section 55-8-56 allows a
corporation to indemnify and advance expenses to an officer, employee or agent
who is not a director to the same extent as a director or as otherwise set forth
in the Corporation's articles of incorporation or bylaws or by resolution of the
Board of Directors.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.
II-1
<PAGE>
THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS OF NORTH
CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS AND OFFICERS AND DOES NOT
PURPORT TO BE COMPLETE. IT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
RELEVANT STATUTES WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT INDEMNIFICATION SHALL
OR MAY BE MADE AND ACCORDINGLY ARE INCORPORATED HEREIN BY REFERENCE.
In addition, certain sections of each of the forms of Underwriting or
Distribution Agreements filed as Exhibits hereto provide for indemnification of
the Registrant and its directors and officers by the underwriters or agents
against certain liabilities, including certain liabilities under the 1933 Act.
From time to time similar provisions have been contained in other agreements
relating to other securities of the Registrant.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement for Debt Securities*
1.2 Form of Underwriting Agreement for Preferred Shares*
1.3 Form of Underwriting Agreement for Common Stock*
1.4 Form of United States Distribution Agreement for Medium-Term Notes
1.5 Form of Global Distribution Agreement for Medium-Term Notes
4.1 Indenture dated as of January 1, 1995 between NationsBank Corporation and BankAmerica National
Trust Company, as trustee*
4.2 Form of Senior Registered Note
4.3 Form of Senior Bearer Note
4.4 Form of Senior Temporary Global Bearer Note
4.5 Form of Senior Permanent Global Note
4.6 Form of Senior Medium-Term Note (Fixed Rate)
4.7 Form of Senior Medium-Term Note (Floating Rate)
4.8 Indenture dated as of January 1, 1995 between NationsBank Corporation and The Bank of New
York, as trustee*
4.9 Form of Subordinated Registered Note
4.10 Form of Subordinated Bearer Note
4.11 Form of Subordinated Medium-Term Note (Fixed Rate)
4.12 Form of Subordinated Medium-Term Note (Floating Rate)
4.13 Form of Subordinated Temporary Global Bearer Note
4.14 Form of Subordinated Permanent Global Note
4.15 Form of Certificate for Preferred Stock, incorporated herein by reference to Exhibit 4.6 of
the Registrant's Registration Statement on Form S-3, Registration No. 33-54784
4.16 Form of Deposit Agreement, incorporated herein by reference to Exhibit 4.4 of the Registrant's
Registration Statement on Form S-3, Registration No. 33-54784
4.17 Form of Depositary Receipt, incorporated herein by reference to Exhibit 4.5 of the
Registrant's Registration Statement on Form S-3, Registration No. 33-54784
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P. regarding legality of securities being
registered*
12.1 Calculation of Ratios of Earnings to Fixed Charges
12.2 Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P. (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP*
23.3 Consent of Ernst & Young, LLP*
24.1 Power of Attorney*
24.2 Certified Resolutions*
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
25.1 Statement of Eligibility of Senior Trustee on Form T-1*
25.2 Statement of Eligibility of Subordinated Trustee on Form T-1*
99.1 Provisions of the North Carolina Business Corporation Act, as amended, relating to
indemnification of directors and officers, incorporated herein by reference to Exhibit 99.3 of
the Registrant's Post-Effective Amendment No. 1 on Form S-8 to its Registration Statement on
Form S-4, Registration No. 33-55145
</TABLE>
* Previously filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes (1) to use its best efforts to
distribute prior to the opening of bids, to prospective bidders, underwriters,
and dealers, a reasonable number of copies of a prospectus which at that time
meets the requirements of Section 10(a) of the 1933 Act, and relating to the
securities offered at competitive bidding, as contained in the Registration
Statement, together with any supplements thereto, and (2) to file an amendment
to the Registration Statement reflecting the results of bidding, the terms of
the reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the Registrant after the
opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such Securities by the
Registrant and no reoffering of such securities by the purchasers is proposed to
be made.
II-3
<PAGE>
The undersigned Registrant hereby undertakes that, (1) for purposes of
determining any liability under the 1933 Act, the information omitted from the
form of prospectus filed as a part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed pursuant to Rules
424(b)(1), 424(b)(4) or 497(h) under the 1933 Act shall be deemed to be a part
of this Registration Statement at the time it was declared effective, and (2)
for the purpose of determining any liability under the 1933 Act, each post-
effective amendment, if any that contains a form of prospectus shall be deemed
to be a new registration statement relating to the Securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act of 1939, as amended (the "Act"),
in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Charlotte, North Carolina, on February
23, 1995.
NATIONSBANK CORPORATION
(REGISTRANT)
By: * HUGH L. MCCOLL, JR.
HUGH L. MCCOLL, JR.
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* HUGH L. MCCOLL, JR. Chairman, Chief Executive Officer February 23, 1995
and Director (Principal
(HUGH L. MCCOLL, JR.) Executive Officer)
* JAMES H. HANCE, JR. Chief Financial Officer February 23, 1995
(Principal Financial Officer)
(JAMES H. HANCE, JR.)
* MARC D. OKEN Executive Vice President February 23, 1995
and Chief Accounting Officer
(MARC D. OKEN) (Principal Accounting
Officer)
* RONALD W. ALLEN Director February 23, 1995
(RONALD W. ALLEN)
* WILLIAM M. BARNHARDT Director February 23, 1995
(WILLIAM M. BARNHARDT)
* THOMAS M. BELK Director February 23, 1995
(THOMAS M. BELK)
* THOMAS E. CAPPS Director February 23, 1995
(THOMAS E. CAPPS)
* R. EUGENE CARTLEDGE Director February 23, 1995
(R. EUGENE CARTLEDGE)
* CHARLES W. COKER Director February 23, 1995
(CHARLES W. COKER)
* THOMAS G. COUSINS Director February 23, 1995
(THOMAS G. COUSINS)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Director February , 1995
(ALAN T. DICKSON)
* W. FRANK DOWD, JR. Director February 23, 1995
(W. FRANK DOWD, JR.)
* A. L. ELLIS Director February 23, 1995
(A. L. ELLIS)
* PAUL FULTON Director February 23, 1995
(PAUL FULTON)
* L. L. GELLERSTEDT, JR. Director February 23, 1995
(L. L. GELLERSTEDT, JR.)
Director February , 1995
(TIMOTHY L. GUZZLE)
Director February , 1995
(E. BRONSON INGRAM)
* W. W. JOHNSON Director February 23, 1995
(W. W. JOHNSON
* BUCK MICKEL Director February 23, 1995
(BUCK MICKEL)
* JOHN J. MURPHY Director February 23, 1995
(JOHN J. MURPHY)
* JOHN C. SLANE Director February 23, 1995
(JOHN C. SLANE)
* JOHN W. SNOW Director February 23, 1995
(JOHN W. SNOW
* MEREDITH R. SPANGLER Director February 23, 1995
(MEREDITH R. SPANGLER)
* ROBERT H. SPILMAN Director February 23, 1995
(ROBERT H. SPILMAN)
* WILLIAM W. SPRAGUE, JR. Director February 23, 1995
(WILLIAM W. SPRAGUE, JR.)
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* RONALD TOWNSEND Director February 23, 1995
(RONALD TOWNSEND)
* JACKIE M. WARD Director February 23, 1995
(JACKIE M. WARD)
Director February , 1995
(MICHAEL WEINTRAUB)
*By: CHARLES M. BERGER
CHARLES M. BERGER, ATTORNEY-IN-FACT
</TABLE>
II-7
**************************************************************************
APPENDIX
A red herring appears on the left side of the Debt Prospectus cover
rotated 90 degrees.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale
of these securities in any State in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any State.
A red herring appears on the left side of the Equity Prospectus cover
rotated 90 degrees.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale
of these securities in any State in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any State.
NATIONSBANK CORPORATION
Medium-Term Notes
Due 9 Months or more from Date of Issue
MASTER UNITED STATES DISTRIBUTION AGREEMENT
__________, 1995
To the Agents listed on
Exhibit A hereto and to
each additional person
that shall become an Agent
as provided in Section 12
of this Agreement.
Dear Sirs:
NationsBank Corporation, a North Carolina corporation (the
"Company"), confirms its agreement with each of you (individually,
as "Agent" and collectively, the "Agents") with respect to the
issue and sale by the Company of its Senior Medium-Term Notes,
Series __(the "Senior Notes") and its Subordinated Medium-Term
Notes, Series __ (the "Subordinated Notes," and together with the
Senior Notes, the "Notes"). The Senior Notes are to be issued
pursuant to an Indenture dated as of January 1, 1995 between the
Company and BankAmerica National Trust Company (the "Senior
Trustee"), as trustee (the "Senior Indenture"), and resolutions of
the Board of Directors of the Corporation (or a committee thereof).
The Subordinated Notes are to be issued pursuant to an Indenture
dated as of January 1, 1995 between the Company and The Bank of New
York (the "Subordinated Trustee"), as trustee (the "Subordinated
Indenture), and resolutions of the Board of Directors of the
Corporation (or a committee thereof). The Senior Trustee and the
Subordinated Trustee are collectively referred to herein as the
"Trustees," and the Senior Indenture and the Subordinated Indenture
are collectively referred to herein as the "Indentures."
This Agreement provides both for the sale of Notes by the
Company to one or more of the Agents as principal for resale to
purchasers and (as may from time to time be agreed to by the
Company and the Agent or Agents) directly to purchasers, in which
case the Agent or Agents may act as an agent of the Company in
soliciting Note purchases.
The Company has filed with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-3 (No.
_________) for the registration of debt securities (both senior and
subordinated), preferred shares and common shares under the
Securities Act of 1933, as amended (the "1933 Act"), and the
offering thereof from time to time in accordance with Rule 415 of
the rules and regulations of the SEC under the 1933 Act (the "1933
Act Regulations"). Such registration statement has been declared
effective by the SEC, and the Trustees have been qualified under
the Trust Indenture Act of 1939, as amended (the "1939 Act"). Such
<PAGE>
registration statement (and any further registration statements
which may be filed by the Company for the purpose of registering
additional Notes and in connection with which this Agreement is
included or incorporated by reference as an exhibit) and the
prospectus constituting a part thereof, and any prospectus
supplements relating to the Notes, including all documents
incorporated therein by reference, as from time to time amended or
supplemented by the filing of documents pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), or the 1933 Act
or otherwise, are referred to herein as the "Registration
Statement" and the "Prospectus," respectively, except that if any
revised prospectus shall be provided to the Agents by the Company
for use in connection with the offering of the Notes which is not
required to be filed by the Company pursuant to Rule 424(b) of the
1933 Act Regulations, the term "Prospectus" shall refer to such
revised prospectus from and after the time it is first provided to
the Agent for such use.
SECTION 1. Appointment as Agent.
(a) Appointment. Subject to the terms and conditions stated
herein including the reservation by the Company of the right to
sell Notes directly on its own behalf as set forth in Section 3(c)
hereof, the Company hereby appoints the Agents hereunder in
connection with the sale of the Notes and agrees that Notes will be
sold exclusively to or through the Agents. The Agents are
authorized to engage the services of any other broker or dealer in
connection with the offer or sale of the Notes purchased by an
Agent as principal for resale to others, but are not authorized to
appoint sub-agents in connection with the sale of Notes through an
Agent as agent.
(b) Sale of Notes. The Company shall not sell or approve the
solicitation of purchases of Notes in excess of the amount which
shall be authorized by the Company from time to time or in excess
of the principal amount of Notes registered pursuant to the
Registration Statement. The Agents will have no responsibility for
maintaining records with respect to the aggregate principal amount
of Notes sold, or otherwise monitoring the availability of Notes
for sale under the Registration Statement.
(c) Purchases as Principal. The Agents shall not have any
obligation to purchase Notes from the Company as principal, but an
Agent and the Company may agree from time to time that such Agent
shall purchase Notes as principal. Any such purchases of Notes by
an Agent as principal shall be made in accordance with Section 3(a)
hereof.
(d) Solicitations as Agent. If agreed upon by an Agent and
the Company, the Agent, acting solely as agent for the Company and
not as principal, will solicit purchases of the Notes. Such Agent
will communicate to the Company, orally, each offer to purchase
Notes solicited by such Agent on an agency basis, other than those
<PAGE>
offers rejected by the Agent. The Agent shall have the right, in
its discretion reasonably exercised, to reject any proposed
purchase of Notes by persons solicited by the Agent, as a whole or
in part, and any such rejection shall not be deemed a breach of the
Agent's agreement contained herein. The Company may accept or
reject any proposed purchase of the Notes, in whole or in part, and
any such rejection shall not be deemed a breach of the Company's
agreement herein. The Agent shall make reasonable efforts to
assist the Company in obtaining performance by each purchaser whose
offer to purchase Notes has been solicited by such Agent and
accepted by the Company. The Agent shall not have any liability to
the Company in the event any such agency purchase is not
consummated for any reason other than the negligence of the Agent.
If the Company shall default on its obligation to deliver Notes to
a purchaser whose offer it has accepted, the Company shall (i) hold
the Agent for such purchase harmless against any loss, claim or
damage arising from or as a result of such default by the Company
and (ii) notwithstanding such default, pay to such Agent any
commission to which it would be entitled in connection with such
sale.
(e) Reliance. The Company and the Agents agree that any
Notes the placement of which an Agent arranges shall be placed by
such Agent, and any Notes purchased by such Agent shall be
purchased, in reliance on the representations, warranties,
covenants and agreements of the Company contained herein and on the
terms and conditions and in the manner provided herein.
SECTION 2. Representations and Warranties.
(a) The Company represents and warrants to the Agents as of
the date hereof, as of the date of each acceptance by the Company
of an offer for the purchase of Notes (whether through an Agent as
agent or to an Agent as principal), as of the date of each delivery
of Notes (whether through an Agent as agent or to an Agent as
principal) (the date of each such delivery to an Agent as principal
being hereafter referred to as a "Settlement Date"), and as of any
time that the Registration Statement or the Prospectus shall be
amended or supplemented or there is filed with the SEC any document
incorporated by reference into the Prospectus (other than any
Current Report on Form 8-K relating exclusively to the issuance of
debt securities under the Registration Statement) (each of the
times referenced above being referred to herein as a
"Representation Date") as follows:
(i) The Company meets the requirements for use of Form
S-3 under the 1933 Act and has filed with the SEC the
Registration Statement, which has become effective. Such
Registration Statement meets the requirements of Rule
415(a)(1) under the 1933 Act and complies in all other
material respects with said Rule.
<PAGE>
(ii) As of the date hereof, when the Prospectus as
supplemented with respect to the Notes is first filed pursuant
to Rule 424 under the 1933 Act, when any amendment to the
Registration Statement becomes effective (including the filing
of any document incorporated by reference in the Registration
Statement) and as of the applicable Representation Date, (a)
the Registration Statement, as amended or supplemented as of
any such time, the Prospectus, when filed, and the applicable
Indenture will comply in all material respects with the
applicable requirements of the 1933 Act, the 1939 Act and the
1934 Act and the respective rules thereunder, (b) the
Registration Statement, as amended as of any such time, will
not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading, and (c) the Prospectus, as amended or supplemented
as of any such time, will not contain any untrue statement of
a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the Company
makes no representations or warranties as to (x) that part of
the Registration Statement which shall constitute the
Statement of Eligibility and Qualification of the Trustee
(Form T-1) under the 1939 Act of either of the Trustees or (y)
the information contained in or omitted from the Registration
Statement or the Prospectus or any amendment thereof or
supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by or on
behalf of any Agent specifically for use in connection with
the preparation of the Registration Statement and the
Prospectus.
(iii) The Company has complied and will comply with all
the provisions of Florida H.B. 1771, codified as
Section 517.075 of the Florida Statutes, 1987, as amended, and
all regulations promulgated thereunder relating to issuers
doing business in Cuba; provided, however, that in the event
that such Section 517.075 shall be repealed, or amended such
that issuers shall no longer be required to disclose in
prospectuses information regarding business activities in Cuba
or that a broker, dealer or agent shall no longer be required
to obtain a statement from issuers regarding such compliance,
then this representation and agreement shall be of no further
force and effect.
(b) Additional Certifications. Any certificate signed by any
director or officer of the Company and delivered to an Agent or to
counsel for such Agent in connection with an offering of Notes or
the sale of Notes to an Agent as principal shall be deemed a
representation and warranty by the Company to such Agent as to the
matters covered thereby on the date of such certificate and at each
Representation Date subsequent thereto.
<PAGE>
SECTION 3. Purchases as Principal; Solicitations as Agent.
(a) Purchases as Principal. In the event that an Agent and
the Company shall expressly so agree, Notes shall be purchased by
such Agent as principal. Each purchase of Notes, unless otherwise
agreed, shall be at a discount equivalent to the applicable
commissions set forth in Exhibit C hereto. Such purchases shall be
made in accordance with terms agreed upon by the Agent and the
Company (which shall be agreed upon orally, with written
confirmation prepared by the Agent and delivered to the Company
within two business days of such oral agreement). The Agent's
commitment to purchase Notes as principal shall be deemed to have
been made on the basis of the representations and warranties of the
Company herein contained and shall be subject to the terms and
conditions herein set forth. An Agent may engage the services of
any other broker or dealer in connection with the resale of the
Notes purchased as principal and may reallow any portion of the
discount received in connection with such purchases from the
Company to such brokers and dealers.
(b) Solicitations as Agent. On the basis of the
representations and warranties herein contained, but subject to the
terms and conditions herein set forth, when agreed by the Company
and an Agent, such Agent, as an agent of the Company, will use its
reasonable efforts to solicit offers to purchase the Notes upon the
terms and conditions set forth herein and in the Prospectus. All
Notes sold through an Agent as agent will be sold at 100% of their
principal amount unless otherwise agreed to by the Company and such
Agent.
The Company reserves the right, in its sole discretion, to
suspend solicitation of purchases of the Notes through the Agents,
as agent, commencing at any time for any period of time or
permanently. Upon receipt of instructions from the Company, the
Agents will forthwith suspend solicitation of purchases from the
Company until such time as the Company has advised the Agents that
such solicitation may be resumed.
The Company agrees to pay each Agent a commission equal to the
applicable percentage of the principal amount of each Note sold by
the Company as a result of a solicitation made by such Agent as set
forth in Exhibit C hereto.
(c) Company Sales to Unsolicited Purchasers. Notwithstanding
any provision herein to the contrary, the Company reserves the
right to (i) sell Notes, at any time, directly on its own behalf to
any unsolicited purchaser, whether directly to such purchaser or
through the agent of such purchaser, and (ii) accept offers to
purchase Notes through additional agents on substantially the same
terms and conditions as would apply to the Agents hereunder. Upon
the sale of any Notes to an unsolicited purchaser, no Agent shall
be entitled to any commission pursuant to this Agreement.
<PAGE>
(d) Administrative Procedures. The purchase price, interest
rate, maturity date and other terms of the Notes (as applicable)
specified in Exhibit B hereto shall be agreed upon by the Company
and the applicable Agent and set forth in a pricing supplement to
the Prospectus to be prepared following each acceptance by the
Company of an offer for the purchase of Notes. Administrative
procedures with respect to the sale of Notes shall be agreed upon
from time to time by the Agents and the Company (the "Procedures").
Initial Administrative Procedures dated __________, 1995 shall
remain in effect until changed by the Agents and the Company. The
Agents and the Company agree to perform the respective duties and
obligations specifically provided to be performed by them in the
Procedures.
SECTION 4. Covenants of the Company.
The Company covenants with the Agents as follows:
(a) Notice of Certain Events. The Company will notify the
Agents immediately (i) of the effectiveness of any amendment to the
Registration Statement, (ii) of the transmittal to the SEC for
filing of any supplement to the Prospectus or any document to be
filed pursuant to the 1934 Act which will be incorporated by
reference in the Prospectus, (iii) of the receipt of any comments
from the SEC with respect to the Registration Statement or the
Prospectus (other than with respect to a document filed with the
SEC pursuant to the 1934 Act which will be incorporated by
reference in the Registration Statement and the Prospectus), (iv)
of any request by the SEC for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for
additional information relating thereto (other than such a request
with respect to a document filed with the SEC pursuant to the 1934
Act which will be incorporated by reference in the Registration
Statement and the Prospectus), and (v) of the issuance by the SEC
of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose.
The Company will make every reasonable effort to prevent the
issuance of any stop order and, if any stop order is issued, to
obtain the lifting thereof at the earliest possible moment.
(b) Notice of Certain Proposed Filings. The Company will
give the Agents notice of its intention to file or prepare any
additional registration statement with respect to the registration
of additional Notes or any amendment to the Registration Statement
or any amendment or supplement to the Prospectus (other than an
amendment or supplement providing solely for a change in the
interest rates or maturity dates of Notes or similar changes or an
amendment or supplement effected by the filing of a document with
the SEC pursuant to the 1934 Act) and will furnish the Agents with
copies of any such registration statement or amendment or
supplement proposed to be filed or prepared a reasonable time in
advance of such proposed filing or preparation, as the case may be,
and will not file any such registration statement or amendment or
<PAGE>
supplement in a form to which the Agents or their counsel shall
reasonably object.
(c) Copies of the Registration Statement and the Prospectus
and 1934 Act Filings. The Company will deliver to the Agents as
many signed and conformed copies of the Registration Statement (as
originally filed) and of each amendment thereto (including exhibits
filed therewith or incorporated by reference therein and documents
incorporated by reference in the Prospectus) as the Agents may
reasonably request. The Company will furnish to the Agents as many
copies of the Prospectus (as amended or supplemented) as the Agents
shall reasonably request so long as the Agents are required to
deliver a Prospectus in connection with sales or solicitations of
offers to purchase the Notes under the Act. The Company will
furnish to the Agents copies of any Annual Report on Form 10-K,
Quarterly Report on Form 10-Q or Current Report on Form 8-K filed
by the Company with the Commission pursuant to the 1934 Act as soon
as practicable after the filing thereof.
(d) Preparation of Pricing Supplements. The Company will
prepare, with respect to any Notes to be sold through or to an
Agent pursuant to this Agreement, a Pricing Supplement with respect
to such Notes in a form previously approved by the Agents and will
file such Pricing Supplement with the SEC pursuant to Rule 424(b)
under the 1933 Act not later than the close of business on the
second business day after the date on which such Pricing Supplement
is first used.
(e) Revisions of Prospectus -- Material Changes. Except as
otherwise provided in subsection (k) of this Section, if at any
time during the term of this Agreement any event shall occur or
condition exist as a result of which it is necessary, in the
reasonable opinion of counsel for the Agents or counsel for the
Company, to further amend or supplement the Prospectus in order
that the Prospectus will not include an untrue statement of a
material fact or omit to state any material fact necessary in order
to make the statements therein not misleading in the light of the
circumstances existing at the time the Prospectus is delivered to
a purchaser, or if it shall be necessary, in the reasonable opinion
of either such counsel, to amend or supplement the Registration
Statement or the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, immediate
notice shall be given, and confirmed in writing, to the Agents to
cease the solicitation of offers to purchase the Notes in the
Agents' capacity as agent and to cease sales of any Notes any Agent
may then own as principal, and the Company will promptly prepare
and file with the SEC such amendment or supplement, whether by
filing documents pursuant to the 1934 Act, the 1933 Act or
otherwise, as may be necessary to correct such untrue statement or
omission or to make the Registration Statement and Prospectus
comply with such requirements.
<PAGE>
(f) Prospectus Revisions -- Periodic Financial Information.
Except as otherwise provided in subsection (k) of this Section, on
or prior to the date on which there shall be released to the
general public interim financial statement information related to
the Company with respect to each of the first three quarters of any
fiscal year or preliminary financial statement information with
respect to any fiscal year, the Company shall furnish such
information to the Agents, confirmed in writing, and thereafter
shall cause the Prospectus to be amended or supplemented to include
or incorporate by reference financial information with respect
thereto, as well as such other information and explanations as
shall be necessary for an understanding thereof, as may be required
by the 1933 Act or the 1934 Act or otherwise.
(g) Prospectus Revisions -- Audited Financial Information.
Except as otherwise provided in subsection (k) of this Section, on
or prior to the date on which there shall be released to the
general public financial information included in or derived from
the audited financial statements of the Company for the preceding
fiscal year, the Company shall furnish such information to the
Agents and thereafter shall cause the Registration Statement and
the Prospectus to be amended to include or incorporate by reference
such audited financial statements and the report or reports, and
consent or consents to such inclusion or incorporation by
reference, of the independent accountants with respect thereto, as
well as such other information and explanations as shall be
necessary for an understanding of such financial statements, as may
be required by the 1933 Act or the 1934 Act or otherwise.
(h) Earnings Statements. The Company will make generally
available to its security holders as soon as practicable, but not
later than 90 days after the close of the period covered thereby,
an earnings statement (in form complying with the provisions of
Rule 158 under the 1933 Act) covering each twelve-month period
beginning, in each case, not later than the first day of the
Company's fiscal quarter next following the "effective date" (as
defined in such Rule 158) of the Registration Statement with
respect to each sale of Notes.
(i) Blue Sky Qualifications. The Company will endeavor, in
cooperation with the Agents, to qualify the Notes for offering and
sale under the applicable securities laws of such states and other
jurisdictions of the United States as the Agents may designate and
will maintain such qualifications in effect for as long as may be
required for the distribution of the Notes; provided, however, that
the Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation in any
jurisdiction in which it is not so qualified. The Company will
file such statements and reports as may be required by the laws of
each jurisdiction in which the Notes have been qualified as above
provided. The Company will promptly advise the Agents of the
receipt by the Company of any notification with respect to the
suspension of the qualification of the Notes for sale in any such
<PAGE>
state or jurisdiction or the initiating or threatening of any
proceeding for such purpose.
(j) 1934 Act Filings. The Company, during the period when
the Prospectus is required to be delivered under the 1933 Act, will
file promptly all documents required to be filed with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act.
(k) Suspension of Certain Obligations. The Company shall not
be required to comply with the provisions of subsections (e), (f)
or (g) of this Section during any period from the time (i) the
Agents shall have suspended solicitation of purchases of the Notes
in their capacity as agent pursuant to a request from the Company
and (ii) the Agents shall not then hold any Notes as principal
purchased from the Company, to the time the Company shall determine
that solicitation of purchases of the Notes should be resumed or
shall subsequently agree for the Agents to purchase Notes as
principal.
SECTION 5. Conditions of Obligations.
The obligations of an Agent to solicit offers to purchase the
Notes as agent of the Company, the obligations of any purchasers of
the Notes sold through any Agent as agent and any obligation of an
Agent to purchase Notes as principal or otherwise will be subject
to the accuracy of the representations and warranties on the part
of the Company herein and to the accuracy of the statements of the
Company's officers made in any certificate furnished pursuant to
the provisions hereof, to the performance and observance by the
Company of all its covenants and agreements herein contained and to
the following additional conditions precedent:
(a) Legal Opinions. On the date hereof, the Agents shall
have received the following legal opinions, dated as of the date
hereof and in form and substance satisfactory to the Agents:
(1) Opinion of Company Counsel. The opinion of Smith
Helms Mulliss & Moore, L.L.P., counsel to the Company, to the
effect of paragraphs (i) and (iv) through (x) below, and the
opinion of Paul J. Polking, Executive Vice President and
General Counsel to the Company, to the effect of paragraphs
(ii) and (iii) below:
(i) The Company is a duly organized and validly
existing corporation in good standing under the laws of
the State of North Carolina, has the corporate power and
authority to own its properties and conduct its business
as described in the Prospectus and is duly registered as
a bank holding company under the Bank Holding Company Act
of 1956, as amended; each of NationsBank of Florida,
National Association, NationsBank of Georgia, National
Association, NationsBank, National Association
(Carolinas), NationsBank of Texas, National Association,
<PAGE>
NationsBank of Maryland, National Association and
NationsBank of Virginia, National Association (or the
successors to such entities) (collectively, the
"Subsidiaries"), is a national banking association formed
under the laws of the United States and authorized
thereunder to transact business.
(ii) To the best of such counsel's knowledge,
neither the Company nor any of the Subsidiaries is
required to be qualified or licensed to do business as a
foreign corporation in any jurisdiction.
(iii) All the outstanding shares of capital stock of
each Subsidiary have been duly and validly authorized and
issued and are fully paid and (except as provided in 12
U.S.C. section 55, as amended) nonassessable, and, except as
otherwise set forth in the Prospectus, all outstanding
shares of capital stock of the Subsidiaries (except
directors' qualifying shares) are owned, directly or
indirectly, by the Company free and clear of any
perfected security interest and, to the knowledge of such
counsel, after due inquiry, any other security interests,
claims, liens or encumbrances.
(iv) This Agreement has been duly authorized,
executed and delivered by the Company and constitutes a
legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar laws
affecting the rights of creditors now or hereafter in
effect, and to equitable principles that may limit the
right to specific enforcement of remedies, and except
insofar as the enforceability of the indemnity and
contribution provisions contained in this Agreement may
be limited by federal and state securities laws, and
further subject to 12 U.S.C. section 1818(b)(6)(D) and similar
bank regulatory powers and to the application of
principles of public policy underlying all such laws).
(v) Each of the Indentures has been duly
authorized, executed and delivered, has been duly
qualified under the 1939 Act, as applicable, and
constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its
terms, and the Notes have been duly authorized and, when
the terms of the Notes have been established and when the
Notes have been completed, executed, authenticated and
delivered in accordance with the provisions of the
applicable Indenture, the applicable Board Resolution s
and this Agreement against payment of the consideration
therefor, will constitute legal, valid and binding
<PAGE>
obligations of the Company entitled to the benefits of
such Indenture, subject (with respect to each of the
Indentures and the Notes) as to enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar laws
affecting the rights of creditors now or hereafter in
effect, and to equitable principles that may limit the
right to specific enforcement of remedies, and further
subject to 12 U.S.C. section 1818(b)(6)(D) and similar bank
regulatory powers and to the application of principles of
public policy underlying all such laws.
(vi) The forms of Notes attached to the Secretary's
Certificate delivered to the Agents conform in all
material respects to the description thereof contained in
the Prospectus, as supplemented or amended.
(vii) The Registration Statement has become effective
under the 1933 Act; to the best knowledge of such counsel
no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings
for that purpose have been instituted or threatened; the
Registration Statement, the Prospectus and each amendment
thereof or supplement thereto (other than the financial
statements and other financial and statistical
information contained therein or incorporated by
reference therein, as to which such counsel need express
no opinion) comply as to form in all material respects
with the applicable requirements of the 1933 Act and the
1934 Act and the respective rules thereunder.
(viii) To the best knowledge of such counsel, except
as disclosed in the Registration Statement or the
Prospectus, there is no pending or threatened action,
suit or proceeding before or by any court or governmental
agency, authority or body or any arbitrator involving the
Company or any of the Subsidiaries, of a character
required to be disclosed in the Registration Statement,
which is not adequately disclosed in the Prospectus, and
there is no franchise, contract or other document of a
character required to be described in the Registration
Statement or the Prospectus, or to be filed as an
exhibit, which is not described or filed as required.
(ix) To the best knowledge of such counsel, neither
the issuance and sale of the Notes, the consummation of
any other of the transactions contemplated by this
Agreement nor the fulfillment of the terms thereof will
conflict with, result in a breach of, or constitute a
default under the Restated Articles of Incorporation or
the Amended and Restated Bylaws of the Company or, to the
best of such counsel's knowledge, the terms of any
material indenture or other agreement or instrument known
<PAGE>
to such counsel and to which the Company or any of the
Subsidiaries is a party or bound, or any order or
regulation known to such counsel to be applicable to the
Company or any of the Subsidiaries of any court,
regulatory body, administrative agency, governmental body
or arbitrator having jurisdiction over the Company or any
of the Subsidiaries.
(x) To the best knowledge of such counsel, no
authorization, order, approval or consent of, or filing
with, any court or governmental authority or agency is
necessary or required in connection with the sale of the
Notes hereunder, except such as have been obtained under
the 1933 Act or the 1933 Act Regulations and such as may
be required under foreign or state securities or
insurance laws in connection with the distribution of the
Notes.
In rendering such opinion, such counsel may rely (A) as
to matters involving the application of laws of any
jurisdiction other than the State of North Carolina or the
United States, to the extent deemed proper and specified in
such opinion, upon counsel for the Agents or upon the opinion
of other counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Agents; and (B) as to
matters of fact, to the extent deemed proper, on certificates
of responsible officers of the Company and the Subsidiaries
and public officials.
(2) Opinion of Counsel to the Agents. The opinion of
Stroock & Stroock & Lavan, counsel to the Agents, covering the
matters referred to in subparagraph (1) under the subheadings
(iv) through (vii), inclusive, above.
In rendering such opinion, such counsel may rely (A) as
to matters involving the application of laws of any
jurisdiction other than the State of New York or the United
States, to the extent deemed proper and specified in such
opinion, upon counsel for the Company or upon the opinion of
other counsel of good standing believed to be reliable and who
are satisfactory to counsel for the Company; and (B) as to
matters of fact, to the extent deemed proper, on certificates
of responsible officers of the Company and the Subsidiaries
and public officials.
(3) In giving their opinions required by subsections
(a)(1) and (a)(2) of this Section, but without opining in
connection therewith, Smith Helms Mulliss & Moore, L.L.P. and
Stroock & Stroock & Lavan shall each additionally state that
although they have not independently verified, are not passing
upon and assume no responsibility for, the accuracy,
completeness or fairness of the statements contained in the
Registration Statement, such counsel has no reason to believe
<PAGE>
that the Registration Statement or any amendment thereof at
the time it became effective, or that the Prospectus, as
amended or supplemented, contained any untrue statement of a
material fact or omitted to state any material fact required
to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which
they were made, not misleading.
(b) Officer's Certificate. At the date hereof, the Agents
shall have received a certificate of the Chairman and Chief
Executive Officer or a Senior Vice President and the chief
financial or chief accounting officer of the Company, dated as of
the date hereof, to the effect that the signers of such certificate
have carefully examined the Registration Statement, the Prospectus
and this Agreement and that to the best of their knowledge (i)
since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been any
material adverse change in the condition, financial or otherwise,
or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether
or not arising from transactions in the ordinary course of
business, except as set forth or contemplated in the Prospectus, as
supplemented or amended, (ii) the other representations and
warranties of the Company contained in Section 2 hereof are true
and correct in all material respects with the same force and effect
as though expressly made at and as of the date of such certificate,
(iii) the Company has performed or complied with all agreements and
satisfied all conditions on its part to be performed or satisfied
at or prior to the date of such certificate, and (iv) that no stop
order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been
instituted or threatened by the SEC.
(c) Comfort Letter. On the date hereof, the Agents shall
have received a letter from Price Waterhouse LLP ("Price
Waterhouse") dated as of the date hereof and in form and substance
satisfactory to the Agents, to the effect that:
(i) They are independent public accountants with respect
to the Company and its subsidiaries within the meaning of the
1933 Act and the 1933 Act Regulations.
(ii) In their opinion, the consolidated financial
statements of the Company and its subsidiaries audited by them
and included or incorporated by reference in the Registration
Statement and Prospectus comply as to form in all material
respects with the applicable accounting requirements of the
1933 Act and the 1933 Act Regulations with respect to
registration statements on Form S-3 and the 1934 Act and the
1934 Act Regulations.
<PAGE>
(iii) On the basis of procedures (but not an audit in
accordance with generally accepted auditing standards)
consisting of:
(a) Reading the minutes of the meetings of the
shareholders, the board of directors, executive committee
and audit committee of the Company and the boards of
directors and executive committees of its subsidiaries as
set forth in the minute books through a specified date
not more than five business days prior to the date of
delivery of such letter;
(b) Performing the procedures specified by the
American Institute of Certified Public Accountants for a
review of interim financial information as described in
SAS NO. 71, Interim Financial Information, on the
unaudited condensed consolidated interim financial
statements of the Company and its consolidated
subsidiaries included or incorporated by reference in the
Registration Statement and Prospectus and reading the
unaudited interim financial data, if any, for the period
from the date of the latest balance sheet included or
incorporated by reference in the Registration Statement
and Prospectus to the date of the latest available
interim financial data; and
(c) Making inquiries of certain officials of the
Company who have responsibility for financial and
accounting matters regarding the specific items for which
representations are requested below;
nothing has come to their attention as a result of the
foregoing procedures that caused them to believe that:
(1) the unaudited condensed consolidated interim
financial statements, included or incorporated by
reference in the Registration Statement and Prospectus,
do not comply as to form in all material respects with
the applicable accounting requirements of the 1934 Act
and the published rules and regulations thereunder;
(2) any material modifications should be made to
the unaudited condensed consolidated interim financial
statements, included or incorporated by reference in the
Registration Statement and Prospectus, for them to be in
conformity with generally accepted accounting principles;
(3) (i) at the date of the latest available
interim financial data and at the specified date not more
than five business days prior to the date of the delivery
of such letter, there was any change in the capital stock
or the long-term debt (other than scheduled repayments of
such debt) or any decreases in shareholders' equity of
<PAGE>
the Company and the subsidiaries on a consolidated basis
as compared with the amounts shown in the latest balance
sheet included or incorporated by reference in the
Registration Statement and the Prospectus or (ii) for the
period from the date of the latest available financial
data to a specified date not more than five business days
prior to the delivery of such letter, there was any
change in the capital stock or the long-term debt (other
than scheduled repayments of such debt) or any decreases
in shareholders' equity of the Company and the
subsidiaries on a consolidated basis, except in all
instances for changes or decreases which the Registration
Statement and Prospectus discloses have occurred or may
occur, or Price Waterhouse shall state any specific
changes or decreases.
(iv) The letter shall also state that Price
Waterhouse has carried out certain other specified
procedures, not constituting an audit, with respect to
certain amounts, percentages and financial information
which are included or incorporated by reference in the
Registration Statement and Prospectus and which are
specified by the Agents and agreed to by Price
Waterhouse, and has found such amounts, percentages and
financial information to be in agreement with the
relevant accounting, financial and other records of the
Company and its subsidiaries identified in such letter.
(d) Other Documents. On the date hereof and on each
Settlement Date with respect to any purchase of Notes by an Agent
as principal, counsel to the Agents shall have been furnished with
such documents and opinions as such counsel may reasonably require
for the purpose of enabling such counsel to pass upon the issuance
and sale of Notes as herein contemplated and related proceedings,
or in order to evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the
Company in connection with the issuance and sale of Notes as herein
contemplated shall be satisfactory in form and substance to such
Agent and to counsel to the Agents.
If any condition specified in this Section 5 shall not have
been fulfilled in all material respects when and as required to be
fulfilled, this Agreement may be terminated by the Agents by notice
to the Company at any time and any such termination shall be
without liability of any party to any other party, except that the
covenant regarding provision of an earnings statement set forth in
Section 4(h) hereof, the provisions concerning payment of expenses
under Section 9 hereof, the indemnity and contribution agreements
set forth in Section 8 hereof, the provisions concerning the
representations, warranties and agreements to survive delivery set
forth in Section 10 hereof and the provisions regarding parties set
forth under Section 15 hereof shall remain in effect.
<PAGE>
SECTION 6. Delivery of and Payment for Notes Sold through the
Agents.
Delivery of Notes sold through an Agent as agent shall be made
by the Company to such Agent for the account of any purchaser only
against payment therefor in immediately available funds. In the
event that a purchaser shall fail either to accept delivery of or
to make payment for a Note on the date fixed for settlement, the
Agent shall promptly notify the Company and deliver the Note to the
Company, and, if the Agent has theretofore paid the Company for
such Note, the Company will promptly return such funds to the
Agent. If such failure occurred for any reason other than default
by the Agent in the performance of its obligations hereunder, the
Company will reimburse the Agent on an equitable basis for its loss
of the use of the funds for the period such funds were credited to
the Company's account. Unless otherwise agreed between the Company
and the Agent, all Notes will be issued in book-entry only form and
will be represented by one or more fully registered global
securities.
SECTION 7. Additional Covenants of the Company.
The Company covenants and agrees with the Agents that:
(a) Reaffirmation of Representations and Warranties. Each
acceptance by it of an offer for the purchase of Notes, and each
delivery of Notes to an Agent pursuant to a sale of Notes to such
Agent as principal, shall be deemed to be an affirmation that the
representations and warranties of the Company contained in this
Agreement and in any certificate theretofore delivered to such
Agent pursuant hereto are true and correct at the time of such
acceptance or sale, as the case may be, and an undertaking that
such representations and warranties will be true and correct at the
time of delivery to the purchaser or his agent, or to such Agent,
of the Note or Notes relating to such acceptance or sale, as the
case may be, as though made at and as of each such time (and it is
understood that such representations and warranties shall relate to
the Registration Statement and Prospectus as amended and
supplemented to each such time).
(b) Subsequent Delivery of Certificates. Each time that (i)
there is filed with the SEC any Quarterly Report on Form 10-Q or
Annual Report on Form 10-K that is incorporated by reference into
the Prospectus, or (ii) if required by the Agents, the Registration
Statement or the Prospectus shall be amended or supplemented (other
than by an amendment or supplement providing solely for a change in
the interest rates or maturity dates of Notes or similar changes,
an amendment or supplement which relates exclusively to an offering
of securities other than the Notes or, except as hereinbefore
described, an amendment or supplement resulting from the filing of
any document incorporated by reference therein), the Company shall
furnish or cause to be furnished to the Agents forthwith a
certificate of the Chairman and Chief Executive Officer, any Senior
<PAGE>
Vice President, the Chief Financial Officer, the Chief Accounting
Officer or Treasurer of the Company dated the date of filing with
the SEC of such supplement or document or the date of effectiveness
of such amendment, as the case may be, in form satisfactory to the
Agents to the effect that the statements contained in the
certificate referred to in Section 5(b) hereof which was last
furnished to the Agents are true and correct at the time of such
filing, amendment or supplement, as the case may be, as though made
at and as of such time (except that such statements shall be deemed
to relate to the Registration Statement and the Prospectus as
amended and supplemented to such time) or, in lieu of such
certificate, a certificate of the same tenor as the certificate
referred to in said Section 5(b), modified as necessary to relate
to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such certificate.
(c) Subsequent Delivery of Legal Opinions. Each time that
(i) there is filed with the SEC any Annual Report on Form 10-K,
(ii) if required by the Agents, there is filed any Quarterly Report
on Form 10-Q, or (iii) if required by the Agents, the Registration
Statement or the Prospectus shall be amended or supplemented (other
than by an amendment or supplement providing solely for a change in
the interest rates or maturity dates of the Notes or similar
changes or solely for the inclusion of additional financial
information, an amendment or supplement which relates exclusively
to an offering of securities other than the Notes or, except as
hereinbefore described, an amendment or supplement resulting from
the filing of any document incorporated by reference therein), the
Company shall furnish or cause to be furnished forthwith to the
Agents and to counsel to the Agents the written opinions of Smith
Helms Mulliss & Moore, L.L.P., Counsel to the Company, and Paul J.
Polking, General Counsel to the Company, or other counsel
satisfactory to the Agents, dated the date of filing with the SEC
of such supplement or document or the date of effectiveness of such
amendment, as the case may be, in form and substance satisfactory
to the Agents, of the same tenor as the opinions referred to in
Section 5(a)(1) hereof, but modified, as necessary, to relate to
the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such opinions; or, in lieu
of such opinions, counsel last furnishing such opinions to the
Agents shall furnish the Agents with a letter substantially to the
effect that the Agents may rely on such last opinion to the same
extent as though it was dated the date of such letter authorizing
reliance (except that statements in such last opinion shall be
deemed to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of delivery of such letter
authorizing reliance).
(d) Subsequent Delivery of Comfort Letters. Each time that
(i) there is filed with the SEC any Annual Report on Form 10-K,
(ii) if required by the Agents, there is filed with the SEC any
Quarterly Report on Form 10-Q or (iii) if required by the Agents,
the Registration Statement or the Prospectus shall be amended or
<PAGE>
supplemented to include additional financial information (other
than an amendment or supplement resulting from the filing of a
Current Report on Form 8-K that is incorporated by reference
therein), the Company shall cause Price Waterhouse forthwith to
furnish the Agents a letter, dated the date of effectiveness of
such amendment, supplement or document filed with the SEC, as the
case may be, in form satisfactory to the Agents, of the same tenor
as the portions of the letter referred to in clauses (i) and (ii)
of Section 5(c) hereof but modified to relate to the Registration
Statement and Prospectus, as amended and supplemented to the date
of such letter, and of the same general tenor as the portions of
the letter referred to in clauses (iii) and (iv) of said
Section 5(c) with such changes as may be necessary to reflect
changes in the financial statements and other information derived
from the accounting records of the Company; provided, however, that
if the Registration Statement or the Prospectus is amended or
supplemented solely to include financial information as of and for
a fiscal quarter, Price Waterhouse may limit the scope of such
letter to the unaudited financial statements included in such
amendment or supplement. If any other information included therein
is of an accounting, financial or statistical nature, the Agents
may request procedures be performed with respect to such other
information. If Price Waterhouse is willing to perform and report
on the requested procedures, such letter should cover such other
information. Any letter required to be provided by Price
Waterhouse hereunder shall be provided within five business days of
the filing of the Annual Report on Form 10-K or, with respect to
any letter required by the Agents pursuant to subparagraph (ii) or
(iii) hereof, the request by the Agents.
SECTION 8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each
Agent and each person who controls any Agent within the meaning of
either the 1933 Act or the 1934 Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the 1933 Act, the 1934 Act or
other Federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as originally
filed or in any amendment thereof, or arise out of or are based
upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, or arise out of or are based
upon any untrue statement or alleged untrue statement of a material
fact contained in the Prospectus, or any amendment or supplement
thereof, or arise out of or are based upon any omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, and
agrees to reimburse each such indemnified party for any legal or
<PAGE>
other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability
or action; provided, however, that (i) the Company will not be
liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with
written information furnished to the Company by or on behalf of any
Agent specifically for use in connection with the preparation
thereof, and (ii) such indemnity with respect to the Prospectus
shall not inure to the benefit of any Agent (or any person
controlling such Agent) from whom the person asserting any such
loss, claim, damage or liability purchased the Notes which are the
subject thereof if such person did not receive a copy of the
Prospectus as amended or supplemented in connection with the sale
of such Notes excluding documents incorporated therein by reference
at or prior to the confirmation of the sale of such Notes to such
person in any case where such delivery is required by the 1933 Act
and the untrue statement or omission of a material fact contained
in the Prospectus was corrected in the Prospectus as amended or
supplemented. This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
(b) Each Agent severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
who signs the Registration Statement and each person who controls
the Company within the meaning of either the 1933 Act or the 1934
Act, to the same extent as the foregoing indemnity from the Company
to each Agent, but only with reference to written information
relating to such Agent furnished to the Company by or on behalf of
such Agent specifically for use in the preparation of the documents
referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any Agent may otherwise
have. The Company acknowledges that the statements set forth in
the last two paragraph s on the cover page and under the heading
"Plan of Distribution" in the Prospectus, as supplemented or
amended, constitute the only information furnished in writing by or
on behalf of the several Agents for inclusion in the documents
referred to in the foregoing indemnity, and you, as the Agents,
confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified party
otherwise than under this Section 8. In case any such action is
brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein, and, to the extent
that it may elect by written notice delivered to the indemnified
<PAGE>
party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified
party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the
next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by the Agent in the case of
subparagraph (a), representing the indemnified parties under
subparagraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action or (iii)
the indemnifying party has authorized the employment of counsel for
the indemnified party at the expense of the indemnifying party; and
except that if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such clause
(i) or (iii).
(d) To provide for just and equitable contribution in
circumstances in which the indemnification provided for in
paragraph (a) of this Section 8 is due in accordance with its terms
but is for any reason held by a court to be unavailable from the
Company on the grounds of policy or otherwise, the Company and the
Agents shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) to
which the Company and one or more of the Agents may be subject in
such proportion so that each Agent is responsible for that portion
represented by the percentage that the total commissions and
underwriting discounts received by such Agent bears to the total
sales price from the sale of Notes sold to or through the Agents to
the date of such liability, and the Company is responsible for the
balance; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this
Section 8, each person who controls any Agent within the meaning of
<PAGE>
the 1933 Act shall have the same rights to contribution as such
Agent, and each person who controls the Company within the meaning
of either the 1933 Act or the 1934 Act, each officer of the Company
who shall have signed the Registration Statement and each director
of the Company shall have the same rights to contribution as the
Company, subject in each case to the provisions of this paragraph
(d). Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution may
be made against another party or parties under this paragraph (d),
notify such party or parties from whom contribution may be sought,
but the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be sought
from any other obligation it or they may have hereunder or
otherwise than under this paragraph (d).
SECTION 9. Payment of Expenses.
The Company will pay all expenses incident to the performance
of its obligations under this Agreement, including:
(a) The preparation and filing of the Registration Statement
and all amendments thereto and the Prospectus and any amendments or
supplements thereto;
(b) The preparation, filing and reproduction of this
Agreement;
(c) The preparation, printing, issuance and delivery of the
Notes, including any fees and expenses relating to the use of book-
entry notes;
(d) The fees and disbursements of the Company's accountants
and counsel, of the Trustees and their counsel, and of any
Calculation Agent;
(e) The reasonable fees and disbursements of counsel to the
Agents incurred from time to time in connection with the
transactions contemplated hereby;
(f) The qualification of the Notes under state securities or
insurance laws in accordance with the provisions of Section 4(i)
hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Agents in connection therewith and
in connection with the preparation of any Blue Sky Survey and any
Legal Investment Survey;
(g) The printing and delivery to the Agent in quantities as
hereinabove stated of copies of the Registration Statement and any
amendments thereto, and of the Prospectus and any amendments or
supplements thereto, and the delivery by the Agent of the
Prospectus and any amendments or supplements thereto in connection
with solicitations or confirmations of sales of the Notes;
<PAGE>
(h) The preparation, printing, reproducing and delivery to
the Agents of copies of the Indentures and all supplements and
amendments thereto;
(i) Any fees charged by rating agencies for the rating of the
Notes;
(j) The fees and expenses incurred in connection with the
listing of the Notes on any securities exchange;
(k) The fees and expenses, if any, incurred with respect to
any filing with the National Association of Securities Dealers,
Inc.;
(l) Any advertising and other out-of-pocket expenses of the
Agents incurred with the approval of the Company;
(m) The cost of providing any CUSIP or other identification
numbers for the Notes; and
(n) The fees and expenses of any depository and any nominees
thereof in connection with the Notes.
SECTION 10. Representations, Warranties and Agreements to
Survive Delivery.
All representations, warranties and agreements contained in
this Agreement or in certificates of officers of the Company
submitted pursuant hereto shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of
any Agent or any controlling person of any Agent, or by or on
behalf of the Company, and shall survive each delivery of and
payment for any of the Notes.
SECTION 10. Termination.
(a) Termination of this Agreement. This Agreement (excluding
any agreement hereunder by an Agent to purchase Notes as principal)
may be terminated for any reason, with respect to one or more, or
all, of the Agents, at any time by either the Company or one or
more of the Agents upon the giving of 30 days' written notice of
such termination to the other party hereto. Any termination by the
Company of this Agreement with respect to one or more, but less
than all, of the Agents shall be effective with respect to such
designated Agents only, and the Agreement will remain in force and
effect with respect to any other Agents who remain parties hereto.
(b) Termination of Agreement to Purchase Notes as Principal.
An Agent may terminate any agreement hereunder by such Agent to
purchase Notes as principal, immediately upon notice to the Company
at any time prior to the Settlement Date relating thereto, (i) if
<PAGE>
there has been, since the date of such agreement or since the
respective dates as of which information is given in the
Registration Statement, any material adverse change in the
condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, or (ii) if there shall have occurred,
since the date of such agreement, any outbreak or material
escalation of hostilities or other national or international
calamity or crisis the effect of which is such as to make it, in
the judgment of such Agent, impracticable to market the Notes or
enforce contracts for the sale of the Notes, or (iii) if, since the
date of such agreement, trading in securities generally on the New
York Stock Exchange shall have been suspended or limited, or (iv)
if, since the date of such agreement, a banking moratorium shall
have been declared by either Federal or New York authorities.
If, after the date of an agreement hereunder to purchase Notes
as principal and prior to the Settlement Date with respect to such
agreement, the rating assigned by Standard & Poor's Ratings Group,
a division of McGraw Hill, Inc. or Moody's Investors Service, Inc.
as the case may be, to any debt securities of the Company shall
have been lowered or if either of such rating agencies shall have
publicly announced that it has under surveillance or review, with
possible negative implications, its rating of any debt securities
of the Company, then the Company and the Agent mutually shall
determine whether the terms of such agreement to purchase Notes
shall need to be renegotiated and, if so, shall so negotiate in
good faith the revised terms of such agreement to purchase Notes.
In the event that the Company and the Agent reasonably fail to
agree on any such revised terms, then either the Company or the
Agent may terminate such agreement to purchase Notes.
(c) General. In the event of a termination under this
Section 11, or following the Settlement Date in connection with a
sale to or through an Agent appointed on a one-time basis, neither
party will have any liability to the other party hereto, except
that (i) the Agents shall be entitled to any commission earned in
accordance with the third paragraph of Section 3(b) hereof, (ii) if
at the time of termination (a) any Agent shall own any Notes
purchased by it as principal with the intention of reselling them
or (b) an offer to purchase any of the Notes has been accepted by
the Company but the time of delivery to the purchaser or his agent
of the Note or Notes relating thereto has not occurred, the
covenants set forth in Sections 4 and 7 hereof shall remain in
effect until such Notes are so resold or delivered, as the case may
be, and (iii) the covenant set forth in Section 4(h) hereof, the
provisions of Section 9 hereof, the indemnity and contribution
agreements set forth in Section 8 hereof, and the provisions of
Sections 10, 14 and 15 hereof shall remain in effect.
<PAGE>
SECTION 11. Additional Agents.
The Company may from time to time designate additional agents
to participate in the sale of Notes as principal or agent
hereunder. Such agency participation may be either on an on-going
basis or on a one time basis for a single transaction. Such agents
shall become a party to this Agreement and shall thereafter be
subject to the provisions hereof and entitled to the benefits
hereunder upon the execution of a counterpart hereof or other form
of acknowledgement of its appointment hereunder and delivery to the
Company of addresses for notice hereunder and under the Procedures.
After the time an Agent is appointed, the Company shall deliver to
the Agent copies of these documents earlier delivered to other
Agents under Sections 5(a), 5(b), 5(c), 7(b), 7(c) and 7(d) hereof.
SECTION 12. Notices.
Unless otherwise provided herein, all notices required under
the terms and provisions hereof shall be in writing, either
delivered by hand, by mail or by telex, telecopier or telegram.
Notices to the Company shall be delivered to it at the address
specified below and notices to any Agent shall be delivered to it
at the address set forth on Exhibit A.
If to the Company:
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255
Attention: John E. Mack, Treasurer
Telecopy: (704) 386-0270
With a copy to:
Paul J. Polking
General Counsel
NationsBank Corporation
NationsBank Corporate Center
Legal Department, NC1007-20-01
Charlotte, North Carolina 28255
Telecopy: (704) 386-6453
Smith Helms Mulliss & Moore, L.L.P.
227 N. Tryon Street
Charlotte, North Carolina 28202
Attention: Boyd C. Campbell, Jr.
Telecopy: (704) 334-8467
or at such other address as such party may designate from time to
time by notice duly given in accordance with the terms of this
Section 13.
<PAGE>
SECTION 13. Governing Law; Counterparts.
This Agreement and all the rights and obligations of the
parties shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made and to
be performed in such State. This Agreement may be executed in
counterparts and the executed counterparts shall together
constitute a single instrument.
SECTION 14. Parties.
This Agreement shall inure to the benefit of and be binding
upon the Agents and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other
than the parties hereto and their respective successors and the
controlling persons and officers and directors referred to in
Section 8 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the parties hereto and respective
successors and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes shall
be deemed to be a successor by reason merely of such purchase.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a counterpart
hereof, whereupon this instrument along with all counterparts will
become a binding agreement between the Agents and the Company in
accordance with its terms.
Very truly yours,
NATIONSBANK CORPORATION
By:
Name:
Title: Senior Vice President and
Treasurer
Accepted:
NationsBanc Capital Markets, Inc.
By:
Name:
Title: Director
[Signatures By Agents To Follow]
<PAGE>
EXHIBIT A
AGENTS
NationsBanc Capital Markets, Inc.
NationsBanc Corporate Center
7th Floor, NC1007-01-01
Charlotte, North Carolina 28255-0065
With a copy to:
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Attention: James R. Tanenbaum
Telecopy: (212) 806-6006
[Additional Agents To Be Specified]
<PAGE>
EXHIBIT B
The following terms, if applicable, shall be agreed to by an
Agent and the Company in connection with each sale of Notes:
Principal Amount: $__________
(or principal amount of foreign currency)
Interest Rate:
If Fixed Rate Note, Interest Rate:
If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate:
Initial Interest Reset Date:
Spread or Spread Multiplier, if any:
Interest Rate Reset Month(s):
Interest Payment Month(s):
Index Maturity for Initial Interest Rate
(if different):
Index Maturity:
Index Maturity for Final Interest Payment
Period (if different):
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Rate Reset Period:
Interest Payment Period:
Interest Payment Date:
Calculation Agent:
If Redeemable:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
Date of Maturity:
Purchase Price: _____%
Settlement Date and Time:
Additional Terms:
<PAGE>
EXHIBIT C
As compensation for the services of an Agent hereunder, the
Company shall pay it, on a discount basis, a commission for the
sale of each Note by such Agent equal to the principal amount of
such Note multiplied by the appropriate percentage set forth below:
PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT
From 9 months to less than 1 year. . . . . . .125%
From 1 year to less than 18 months . . . . . .150
From 18 months to less than 2 years. . . . . .200
From 2 years to less than 3 years. . . . . . .250
From 3 years to less than 4 years. . . . . . .350
From 4 years to less than 5 years. . . . . . .450
From 5 years to less than 6 years. . . . . . .500
From 6 years to less than 7 years. . . . . . .550
From 7 years to less than 10 years . . . . . .600
From 10 years to less than 15 years. . . . . .625
From 15 years to less than 20 years. . . . . .700
From 20 years to 30 years. . . . . . . . . . .750
The commission for Notes with a maturity of more than 30 years is subject
to negotiations between the Company and the Agent at the time of sale.
<PAGE>
<PAGE>
* NATIONSBANK CORPORATION
Medium-Term Notes
Due 9 Months or more from Date of Issue
MASTER GLOBAL DISTRIBUTION AGREEMENT
__________, 199_
To the Agents listed on
Exhibit A hereto and to
each additional person
that shall become an Agent
as provided in Section 13
of this Agreement.
Dear Sirs:
NationsBank Corporation, a North Carolina corporation (the
"Company"), confirms its agreement with each of you
(individually, as "Agent" and collectively, the "Agents") with
respect to the issue and sale by the Company of its Senior
Medium-Term Notes, Series __(the "Senior Notes") and its
Subordinated Medium-Term Notes, Series __ (the "Subordinated
Notes," and together with the Senior Notes, the "Notes"). The
Senior Notes are to be issued pursuant to an Indenture dated as
of January 1, 1995 between the Company and BankAmerica National
Trust Company (the "Senior Trustee"), as trustee (the "Senior
Indenture"), and resolutions of the Board of Directors of the
Corporation (or a committee thereof). The Subordinated Notes are
to be issued pursuant to an Indenture dated as of January 1, 1995
between the Company and The Bank of New York (the "Subordinated
Trustee"), as trustee (the "Subordinated Indenture), and
resolutions of the Board of Directors of the Corporation (or a
committee thereof). The Senior Trustee and the Subordinated
Trustee are collectively referred to herein as the "Trustees,"
and the Senior Indenture and the Subordinated Indenture are
collectively referred to herein as the "Indentures."
This Agreement provides both for the sale of Notes directly
to purchasers, in which case the Agent or Agents may act as an
agent of the Company in soliciting Note purchases, and (as may
from time to time be agreed to by the Company and the Agent or
Agents) for the sale of Notes by the Company to one or more of
the Agents as principal for resale to purchasers.
The Company has filed with the Securities and Exchange
Commission (the "SEC") a Registration Statement on Form S-3 (No.
33-57533) for the registration of debt securities (both senior
and subordinated), preferred shares and common shares under the
Securities Act of 1933, as amended (the "1933 Act"), and the
offering thereof from time to time in accordance with Rule 415 of
the rules and regulations of the SEC under the 1933 Act (the
"1933 Act Regulations"). Such registration statement has been
declared effective by the SEC, and the Trustees have been
qualified under the Trust Indenture Act of 1939, as amended (the
<PAGE>
"1939 Act"). Such registration statement (and any further
registration statements which may be filed by the Company for the
purpose of registering additional Notes and in connection with
which this Agreement is included or incorporated by reference as
an exhibit) and the prospectus constituting a part thereof, and
any prospectus supplements relating to the Notes, including all
documents incorporated therein by reference, as from time to time
amended or supplemented by the filing of documents pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
or the 1933 Act or otherwise, are referred to herein as the
"Registration Statement" and the "Prospectus," respectively,
except that if any revised prospectus shall be provided to the
Agents by the Company for use in connection with the offering of
the Notes which is not required to be filed by the Company
pursuant to Rule 424(b) of the 1933 Act Regulations, the term
"Prospectus" shall refer to such revised prospectus from and
after the time it is first provided to the Agent for such use.
The Notes may be offered and sold pursuant to this Agreement
in the United States or outside of the United States, subject to
compliance with the laws of the various jurisdictions in which
such offers or sales may occur. The Notes may be denominated in
U.S. dollars or in another currency or currency unit (such as the
European Currency Unit), and the principal of (and premium, if
any, on) or interest on the Notes may be payable in U.S. dollars
or such foreign currency or currency unit. Notes issued in the
United States will be issued in registered form and may be
represented by either a single global security in registered form
without coupons delivered to The Depository Trust Company ("DTC")
and recorded in the book-entry system maintained by DTC or by a
certificate delivered to the holder thereof or such holder's
designee. Notes issued outside of the United States will be
issued in bearer or registered form. If so specified in the
Prospectus, the Notes issued in bearer form will be represented
initially by a temporary global Note delivered to a common
depositary outside the United States. On or after the date
determined as provided in any such temporary global Note and as
described in the Prospectus, beneficial interests in a temporary
global Note will be exchangeable for beneficial interests in a
permanent global Note or for definitive Notes in bearer form or
in registered form. The Notes may be listed on such exchanges,
if any, as are identified in the Prospectus.
SECTION 1. Appointment as Agent.
(a) Appointment. Subject to the terms and conditions
stated herein including the reservation by the Company of the
right to sell Notes directly on its own behalf as set forth in
Section 3(c) hereof, the Company hereby appoints the Agents
hereunder in connection with the sale of the Notes and agrees
that Notes will be sold exclusively to or through the Agents.
The Agents are authorized to engage the services of any other
broker or dealer in connection with the offer or sale of the
<PAGE>
Notes purchased by an Agent as principal for resale to others,
but are not authorized to appoint sub-agents in connection with
the sale of Notes through an Agent as agent.
(b) Sale of Notes. The Company shall not sell or approve
the solicitation of purchases of Notes in excess of the amount
which shall be authorized by the Company from time to time or in
excess of the principal amount of Notes registered pursuant to
the Registration Statement. The Agents will have no
responsibility for maintaining records with respect to the
aggregate principal amount of Notes sold, or otherwise monitoring
the availability of Notes for sale under the Registration
Statement.
(c) Purchases as Principal. The Agents shall not have any
obligation to purchase Notes from the Company as principal, but
an Agent and the Company may agree from time to time that such
Agent shall purchase Notes as principal. Any such purchases of
Notes by an Agent as principal shall be made in accordance with
Section 3(a) hereof.
(d) Solicitations as Agent. If agreed upon by an Agent and
the Company, the Agent, acting solely as agent for the Company
and not as principal, will solicit purchases of the Notes. Such
Agent will communicate to the Company, orally, each offer to
purchase Notes solicited by such Agent on an agency basis, other
than those offers rejected by the Agent. The Agent shall have
the right, in its discretion reasonably exercised, to reject any
proposed purchase of Notes by persons solicited by the Agent, as
a whole or in part, and any such rejection shall not be deemed a
breach of the Agent's agreement contained herein. The Company
may accept or reject any proposed purchase of the Notes, in whole
or in part, and any such rejection shall not be deemed a breach
of the Company's agreement herein. The Agent shall make
reasonable efforts to assist the Company in obtaining performance
by each purchaser whose offer to purchase Notes has been
solicited by such Agent and accepted by the Company. The Agent
shall not have any liability to the Company in the event any such
agency purchase is not consummated for any reason other than the
negligence of the Agent. If the Company shall default on its
obligation to deliver Notes to a purchaser whose offer it has
accepted, the Company shall (i) hold the Agent for such purchase
harmless against any loss, claim or damage arising from or as a
result of such default by the Company and (ii) notwithstanding
such default, pay to such Agent any commission to which it would
be entitled in connection with such sale.
(e) Reliance. The Company and the Agents agree that any
Notes the placement of which an Agent arranges shall be placed by
such Agent, and any Notes purchased by such Agent shall be
purchased, in reliance on the representations, warranties,
covenants and agreements of the Company contained herein and on
the terms and conditions and in the manner provided herein.
<PAGE>
SECTION 2. Representations and Warranties.
(a) The Company represents and warrants to the Agents as of
the date hereof, as of the date of each acceptance by the Company
of an offer for the purchase of Notes (whether through an Agent
as agent or to an Agent as principal), as of the date of each
delivery of Notes (whether through an Agent as agent or to an
Agent as principal) (the date of each such delivery to an Agent
as principal being hereafter referred to as a "Settlement Date"),
and as of any time that the Registration Statement or the
Prospectus shall be amended or supplemented or there is filed
with the SEC any document incorporated by reference into the
Prospectus (other than any Current Report on Form 8-K relating
exclusively to the issuance of debt securities under the
Registration Statement) (each of the times referenced above being
referred to herein as a "Representation Date") as follows:
(i) The Company meets the requirements for use of Form
S-3 under the 1933 Act and has filed with the SEC the
Registration Statement, which has become effective. Such
Registration Statement meets the requirements of Rule
415(a)(1) under the 1933 Act and complies in all other
material respects with said Rule.
(ii) As of the date hereof, when the Prospectus as
supplemented with respect to the Notes is first filed
pursuant to Rule 424 under the 1933 Act, when any amendment
to the Registration Statement becomes effective (including
the filing of any document incorporated by reference in the
Registration Statement) and as of the applicable
Representation Date, (a) the Registration Statement, as
amended or supplemented as of any such time, the Prospectus,
when filed, and the applicable Indenture will comply in all
material respects with the applicable requirements of the
1933 Act, the 1939 Act and the 1934 Act and the respective
rules thereunder, (b) the Registration Statement, as amended
as of any such time, will not contain any untrue statement
of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make
the statements therein not misleading, and (c) the
Prospectus, as amended or supplemented as of any such time,
will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated
therein or necessary in order to make the statements
therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the Company
makes no representations or warranties as to (x) that part
of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification of the Trustee
(Form T-1) under the 1939 Act of either of the Trustees or
(y) the information contained in or omitted from the
Registration Statement or the Prospectus or any amendment
thereof or supplement thereto in reliance upon and in
<PAGE>
conformity with information furnished in writing to the
Company by or on behalf of any Agent specifically for use in
connection with the preparation of the Registration
Statement and the Prospectus.
(iii) The Company has complied and will comply with all
the provisions of Florida H.B. 1771, codified as
Section 517.075 of the Florida Statutes, 1987, as amended,
and all regulations promulgated thereunder relating to
issuers doing business in Cuba; provided, however, that in
the event that such Section 517.075 shall be repealed, or
amended such that issuers shall no longer be required to
disclose in prospectuses information regarding business
activities in Cuba or that a broker, dealer or agent shall
no longer be required to obtain a statement from issuers
regarding such compliance, then this representation and
agreement shall be of no further force and effect.
(b) Additional Certifications. Any certificate signed by
any director or officer of the Company and delivered to an Agent
or to counsel for such Agent in connection with an offering of
Notes or the sale of Notes to an Agent as principal shall be
deemed a representation and warranty by the Company to such Agent
as to the matters covered thereby on the date of such certificate
and at each Representation Date subsequent thereto.
SECTION 3. Purchases as Principal; Solicitations as Agent.
(a) Purchases as Principal. In the event that an Agent
and the Company shall expressly so agree, Notes shall be
purchased by such Agent as principal. Each purchase of Notes,
unless otherwise agreed, shall be at a discount equivalent to the
applicable commissions set forth in Exhibit C hereto. Such
purchases shall be made in accordance with terms agreed upon by
the Agent and the Company (which shall be agreed upon orally,
with written confirmation prepared by the Agent and delivered to
the Company within two business days of such oral agreement).
The Agent's commitment to purchase Notes as principal shall be
deemed to have been made on the basis of the representations and
warranties of the Company herein contained and shall be subject
to the terms and conditions herein set forth. An Agent may
engage the services of any other broker or dealer in connection
with the resale of the Notes purchased as principal and may
reallow any portion of the discount received in connection with
such purchases from the Company to such brokers and dealers.
(b) Solicitations as Agent. On the basis of the
representations and warranties herein contained, but subject to
the terms and conditions herein set forth, when agreed by the
Company and an Agent, such Agent, as an agent of the Company,
will use its reasonable efforts to solicit offers to purchase the
Notes upon the terms and conditions set forth herein and in the
Prospectus. All Notes sold through an Agent as agent will be
<PAGE>
sold at 100% of their principal amount unless otherwise agreed to
by the Company and such Agent.
The Company reserves the right, in its sole discretion, to
suspend solicitation of purchases of the Notes through the
Agents, as agent, commencing at any time for any period of time
or permanently. Upon receipt of instructions from the Company,
the Agents will forthwith suspend solicitation of purchases from
the Company until such time as the Company has advised the Agents
that such solicitation may be resumed.
The Company agrees to pay each Agent a commission equal to
the applicable percentage of the principal amount of each Note
sold by the Company as a result of a solicitation made by such
Agent as set forth in Exhibit C hereto.
(c) Company Sales to Unsolicited Purchasers.
Notwithstanding any provision herein to the contrary, the Company
reserves the right to (i) sell Notes, at any time, directly on
its own behalf to any unsolicited purchaser, whether directly to
such purchaser or through the agent of such purchaser, and (ii)
accept offers to purchase Notes through additional agents on
substantially the same terms and conditions as would apply to the
Agents hereunder. Upon the sale of any Notes to an unsolicited
purchaser, no Agent shall be entitled to any commission pursuant
to this Agreement.
(d) Administrative Procedures. The purchase price,
interest rate, maturity date and other terms of the Notes (as
applicable) specified in Exhibit B hereto shall be agreed upon by
the Company and the applicable Agent and set forth in a pricing
supplement to the Prospectus to be prepared following each
acceptance by the Company of an offer for the purchase of Notes.
Administrative procedures with respect to the sale of Notes shall
be agreed upon from time to time by the Agents and the Company
(the "Procedures"). Initial Administrative Procedures dated
__________, 199_ shall remain in effect until changed by the
Agents and the Company. The Agents and the Company agree to
perform the respective duties and obligations specifically
provided to be performed by them in the Procedures.
SECTION 4. Covenants of the Company.
The Company covenants with the Agents as follows:
(a) Notice of Certain Events. The Company will notify the
Agents immediately (i) of the effectiveness of any amendment to
the Registration Statement, (ii) of the transmittal to the SEC
for filing of any supplement to the Prospectus or any document to
be filed pursuant to the 1934 Act which will be incorporated by
reference in the Prospectus, (iii) of the receipt of any comments
from the SEC with respect to the Registration Statement or the
Prospectus (other than with respect to a document filed with the
<PAGE>
SEC pursuant to the 1934 Act which will be incorporated by
reference in the Registration Statement and the Prospectus), (iv)
of any request by the SEC for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus or for
additional information relating thereto (other than such a
request with respect to a document filed with the SEC pursuant to
the 1934 Act which will be incorporated by reference in the
Registration Statement and the Prospectus), (v) of the issuance
by the SEC of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for
that purpose, and (vi) of the issuance by any non-United States
regulatory authority of any request for information relating to
the Notes or suspension of qualification of (A) the offer or sale
of the Notes under the laws of such non-United States
jurisdiction or (B) the listing of the Notes on a stock exchange
or exchanges, if any, contemplated by the Prospectus. The
Company will make every reasonable effort to prevent the issuance
of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.
(b) Notice of Certain Proposed Filings. The Company will
give the Agents notice of its intention to file or prepare any
additional registration statement with respect to the
registration of additional Notes or any amendment to the
Registration Statement or any amendment or supplement to the
Prospectus (other than an amendment or supplement providing
solely for a change in the interest rates or maturity dates of
Notes or similar changes or an amendment or supplement effected
by the filing of a document with the SEC pursuant to the 1934
Act) and will furnish the Agents with copies of any such
registration statement or amendment or supplement proposed to be
filed or prepared a reasonable time in advance of such proposed
filing or preparation, as the case may be, and will not file any
such registration statement or amendment or supplement in a form
to which the Agents or their counsel shall reasonably object.
(c) Copies of the Registration Statement and the Prospectus
and 1934 Act Filings. The Company will deliver to the Agents as
many signed and conformed copies of the Registration Statement
(as originally filed) and of each amendment thereto (including
exhibits filed therewith or incorporated by reference therein and
documents incorporated by reference in the Prospectus) as the
Agents may reasonably request. The Company will furnish to the
Agents as many copies of the Prospectus (as amended or
supplemented) as the Agents shall reasonably request so long as
the Agents are required to deliver a Prospectus in connection
with sales or solicitations of offers to purchase the Notes under
the Act. The Company will furnish to the Agents copies of any
Annual Report on Form 10-K, Quarterly Report on Form 10-Q or
Current Report on Form 8-K filed by the Company with the
Commission pursuant to the 1934 Act as soon as practicable after
the filing thereof.
<PAGE>
(d) Preparation of Pricing Supplements. The Company will
prepare, with respect to any Notes to be sold through or to an
Agent pursuant to this Agreement, a Pricing Supplement with
respect to such Notes in a form previously approved by the Agents
and will file such Pricing Supplement with the SEC pursuant to
Rule 424(b) under the 1933 Act not later than the close of
business on the second business day after the date on which such
Pricing Supplement is first used.
(e) Revisions of Prospectus -- Material Changes. Except as
otherwise provided in subsection (k) of this Section, if at any
time during the term of this Agreement any event shall occur or
condition exist as a result of which it is necessary, in the
reasonable opinion of counsel for the Agents or counsel for the
Company, to further amend or supplement the Prospectus in order
that the Prospectus will not include an untrue statement of a
material fact or omit to state any material fact necessary in
order to make the statements therein not misleading in the light
of the circumstances existing at the time the Prospectus is
delivered to a purchaser, or if it shall be necessary, in the
reasonable opinion of either such counsel, to amend or supplement
the Registration Statement or the Prospectus in order to comply
with the requirements of the 1933 Act or the 1933 Act
Regulations, immediate notice shall be given, and confirmed in
writing, to the Agents to cease the solicitation of offers to
purchase the Notes in the Agents' capacity as agent and to cease
sales of any Notes any Agent may then own as principal, and the
Company will promptly prepare and file with the SEC such
amendment or supplement, whether by filing documents pursuant to
the 1934 Act, the 1933 Act or otherwise, and with such other non-
United States regulators, as may be necessary to correct such
untrue statement or omission or to make the Registration
Statement and Prospectus comply with such requirements.
(f) Prospectus Revisions -- Periodic Financial Information.
Except as otherwise provided in subsection (k) of this Section,
on or prior to the date on which there shall be released to the
general public interim financial statement information related to
the Company with respect to each of the first three quarters of
any fiscal year or preliminary financial statement information
with respect to any fiscal year, the Company shall furnish such
information to the Agents, confirmed in writing, and thereafter
shall cause the Prospectus to be amended or supplemented to
include or incorporate by reference financial information with
respect thereto, as well as such other information and
explanations as shall be necessary for an understanding thereof,
as may be required by the 1933 Act or the 1934 Act or otherwise.
(g) Prospectus Revisions -- Audited Financial Information.
Except as otherwise provided in subsection (k) of this Section,
on or prior to the date on which there shall be released to the
general public financial information included in or derived from
the audited financial statements of the Company for the preceding
<PAGE>
fiscal year, the Company shall furnish such information to the
Agents and thereafter shall cause the Registration Statement and
the Prospectus to be amended to include or incorporate by
reference such audited financial statements and the report or
reports, and consent or consents to such inclusion or
incorporation by reference, of the independent accountants with
respect thereto, as well as such other information and
explanations as shall be necessary for an understanding of such
financial statements, as may be required by the 1933 Act or the
1934 Act or otherwise.
(h) Earnings Statements. The Company will make generally
available to its security holders as soon as practicable, but not
later than 90 days after the close of the period covered thereby,
an earnings statement (in form complying with the provisions of
Rule 158 under the 1933 Act) covering each twelve-month period
beginning, in each case, not later than the first day of the
Company's fiscal quarter next following the "effective date" (as
defined in such Rule 158) of the Registration Statement with
respect to each sale of Notes.
(i) Blue Sky Qualifications. The Company will endeavor, in
cooperation with the Agents, to qualify the Notes for offering
and sale under the applicable securities laws of such states and
other jurisdictions of the United States as the Agents may
designate and will maintain such qualifications in effect for as
long as may be required for the distribution of the Notes;
provided, however, that the Company shall not be obligated to
file any general consent to service of process or to qualify as a
foreign corporation in any jurisdiction in which it is not so
qualified. The Company will file such statements and reports as
may be required by the laws of each jurisdiction in which the
Notes have been qualified as above provided. The Company will
promptly advise the Agents of the receipt by the Company of any
notification with respect to the suspension of the qualification
of the Notes for sale in any such state or jurisdiction or the
initiating or threatening of any proceeding for such purpose.
(j) 1934 Act Filings. The Company, during the period when
the Prospectus is required to be delivered under the 1933 Act,
will file promptly all documents required to be filed with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934
Act.
(k) Stock Exchange Listings. In the event that the
Prospectus provides that any Notes shall be listed on a stock
exchange, the Company agrees to furnish from time to time any and
all documents, instruments, information and undertakings and
publish all advertisements or other material that may be
necessary to maintain such listing and will maintain such listing
until notice of the series of such Notes is outstanding or until
such time as payment in respect of principal, premium, if any,
and interest in respect of all such series of Notes has been duly
<PAGE>
provided for, whichever is earlier; provided, that if the Company
can no longer reasonably maintain such listing, it will use its
best efforts to obtain and maintain the quotation for, or listing
of, such Notes on such other stock exchange or exchanges as the
Agents shall reasonably request.
(l) Laws of Non-United States Jurisdictions. The terms of
any Notes sold outside the United States and the manner in which
such Notes are sold will comply with the various laws of such
non-United States jurisdiction.
(m) Suspension of Certain Obligations. The Company shall
not be required to comply with the provisions of subsections (e),
(f) or (g) of this Section during any period from the time (i)
the Agents shall have suspended solicitation of purchases of the
Notes in their capacity as agent pursuant to a request from the
Company and (ii) the Agents shall not then hold any Notes as
principal purchased from the Company, to the time the Company
shall determine that solicitation of purchases of the Notes
should be resumed or shall subsequently agree for the Agents to
purchase Notes as principal.
SECTION 5. Conditions of Obligations.
The obligations of an Agent to solicit offers to purchase
the Notes as agent of the Company, the obligations of any
purchasers of the Notes sold through any Agent as agent and any
obligation of an Agent to purchase Notes as principal or
otherwise will be subject to the accuracy of the representations
and warranties on the part of the Company herein and to the
accuracy of the statements of the Company's officers made in any
certificate furnished pursuant to the provisions hereof, to the
performance and observance by the Company of all its covenants
and agreements herein contained and to the following additional
conditions precedent:
(a) Legal Opinions. On the date hereof, the Agents shall
have received the following legal opinions, dated as of the date
hereof and in form and substance satisfactory to the Agents:
(1) Opinion of Company Counsel. The opinion of Smith
Helms Mulliss & Moore, L.L.P., counsel to the Company, to
the effect of paragraphs (i) and (iv) through (x) below, and
the opinion of Paul J. Polking, Executive Vice President and
General Counsel to the Company, to the effect of paragraphs
(ii) and (iii) below:
(i) The Company is a duly organized and validly
existing corporation in good standing under the laws of
the State of North Carolina, has the corporate power
and authority to own its properties and conduct its
business as described in the Prospectus and is duly
registered as a bank holding company under the Bank
<PAGE>
Holding Company Act of 1956, as amended; each of
NationsBank of Florida, National Association,
NationsBank of Georgia, National Association,
NationsBank, National Association (Carolinas),
NationsBank of Texas, National Association, NationsBank
of Maryland, National Association and NationsBank of
Virginia, National Association (or the successors to
such entities) (collectively, the "Subsidiaries"), is a
national banking association formed under the laws of
the United States and authorized thereunder to transact
business.
(ii) To the best of such counsel's knowledge,
neither the Company nor any of the Subsidiaries is
required to be qualified or licensed to do business as
a foreign corporation in any jurisdiction.
(iii) All the outstanding shares of capital stock
of each Subsidiary have been duly and validly
authorized and issued and are fully paid and (except as
provided in 12 U.S.C. section 55, as amended) nonassessable,
and, except as otherwise set forth in the Prospectus,
all outstanding shares of capital stock of the
Subsidiaries (except directors' qualifying shares) are
owned, directly or indirectly, by the Company free and
clear of any perfected security interest and, to the
knowledge of such counsel, after due inquiry, any other
security interests, claims, liens or encumbrances.
(iv) This Agreement has been duly authorized,
executed and delivered by the Company and constitutes a
legal, valid and binding agreement of the Company,
enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar laws
affecting the rights of creditors now or hereafter in
effect, and to equitable principles that may limit the
right to specific enforcement of remedies, and except
insofar as the enforceability of the indemnity and
contribution provisions contained in this Agreement may
be limited by federal and state securities laws, and
further subject to 12 U.S.C. section 1818(b)(6)(D) and
similar bank regulatory powers and to the application
of principles of public policy underlying all such
laws).
(v) Each of the Indentures has been duly
authorized, executed and delivered, has been duly
qualified under the 1939 Act, as applicable, and
constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its
terms, and the Notes have been duly authorized and,
<PAGE>
when the terms of the Notes have been established and
when the Notes have been completed, executed,
authenticated and delivered in accordance with the
provisions of the applicable Indenture, the applicable
Board Resolutions and this Agreement against payment of
the consideration therefor, will constitute legal,
valid and binding obligations of the Company entitled
to the benefits of such Indenture, subject (with
respect to each of the Indentures and the Notes) as to
enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws affecting the rights
of creditors now or hereafter in effect, and to
equitable principles that may limit the right to
specific enforcement of remedies, and further subject
to 12 U.S.C. section 1818(b)(6)(D) and similar bank
regulatory powers and to the application of principles
of public policy underlying all such laws.
(vi) The forms of Notes attached to the
Secretary's Certificate delivered to the Agents conform
in all material respects to the description thereof
contained in the Prospectus, as supplemented or
amended.
(vii) The Registration Statement has become
effective under the 1933 Act; to the best knowledge of
such counsel no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or
threatened; the Registration Statement, the Prospectus
and each amendment thereof or supplement thereto (other
than the financial statements and other financial and
statistical information contained therein or
incorporated by reference therein, as to which such
counsel need express no opinion) comply as to form in
all material respects with the applicable requirements
of the 1933 Act and the 1934 Act and the respective
rules thereunder.
(viii) To the best knowledge of such counsel, except
as disclosed in the Registration Statement or the
Prospectus, there is no pending or threatened action,
suit or proceeding before or by any court or
governmental agency, authority or body or any
arbitrator involving the Company or any of the
Subsidiaries, of a character required to be disclosed
in the Registration Statement, which is not adequately
disclosed in the Prospectus, and there is no franchise,
contract or other document of a character required to
be described in the Registration Statement or the
Prospectus, or to be filed as an exhibit, which is not
described or filed as required.
<PAGE>
(ix) To the best knowledge of such counsel,
neither the issuance and sale of the Notes, the
consummation of any other of the transactions
contemplated by this Agreement nor the fulfillment of
the terms thereof will conflict with, result in a
breach of, or constitute a default under the Restated
Articles of Incorporation or the Amended and Restated
Bylaws of the Company or, to the best of such counsel's
knowledge, the terms of any material indenture or other
agreement or instrument known to such counsel and to
which the Company or any of the Subsidiaries is a party
or bound, or any order or regulation known to such
counsel to be applicable to the Company or any of the
Subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of the
Subsidiaries.
(x) To the best knowledge of such counsel, no
authorization, order, approval or consent of, or filing
with, any court or governmental authority or agency is
necessary or required in connection with the sale of
the Notes hereunder, except such as have been obtained
under the 1933 Act or the 1933 Act Regulations and such
as may be required under foreign or state securities or
insurance laws in connection with the distribution of
the Notes.
In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws of any
jurisdiction other than the State of North Carolina or the
United States, to the extent deemed proper and specified in
such opinion, upon counsel for the Agents or upon the
opinion of other counsel of good standing believed to be
reliable and who are satisfactory to counsel for the Agents;
and (B) as to matters of fact, to the extent deemed proper,
on certificates of responsible officers of the Company and
the Subsidiaries and public officials.
(2) Opinion of Counsel to the Agents. The opinion of
Stroock & Stroock & Lavan, counsel to the Agents, covering
the matters referred to in subparagraph (1) under the
subheadings (iv) through (vii), inclusive, above.
In rendering such opinion, such counsel may rely (A) as
to matters involving the application of laws of any
jurisdiction other than the State of New York or the United
States, to the extent deemed proper and specified in such
opinion, upon counsel for the Company or upon the opinion of
other counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Company; and (B) as
to matters of fact, to the extent deemed proper, on
<PAGE>
certificates of responsible officers of the Company and the
Subsidiaries and public officials.
(3) In giving their opinions required by subsections
(a)(1) and (a)(2) of this Section, but without opining in
connection therewith, Smith Helms Mulliss & Moore, L.L.P.
and Stroock & Stroock & Lavan shall each additionally state
that although they have not independently verified, are not
passing upon and assume no responsibility for, the accuracy,
completeness or fairness of the statements contained in the
Registration Statement, such counsel has no reason to
believe that the Registration Statement or any amendment
thereof at the time it became effective, or that the
Prospectus, as amended or supplemented, contained any untrue
statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(b) Officer's Certificate. At the date hereof, the Agents
shall have received a certificate of the Chairman and Chief
Executive Officer or a Senior Vice President and the chief
financial or chief accounting officer of the Company, dated as of
the date hereof, to the effect that the signers of such
certificate have carefully examined the Registration Statement,
the Prospectus and this Agreement and that to the best of their
knowledge (i) since the respective dates as of which information
is given in the Registration Statement and the Prospectus, there
has not been any material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and its subsidiaries considered
as one enterprise, whether or not arising from transactions in
the ordinary course of business, except as set forth or
contemplated in the Prospectus, as supplemented or amended, (ii)
the other representations and warranties of the Company contained
in Section 2 hereof are true and correct in all material respects
with the same force and effect as though expressly made at and as
of the date of such certificate, (iii) the Company has performed
or complied with all agreements and satisfied all conditions on
its part to be performed or satisfied at or prior to the date of
such certificate, and (iv) that no stop order suspending the
effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or
threatened by the SEC.
(c) Comfort Letter. On the date hereof, the Agents shall
have received a letter from Price Waterhouse LLP ("Price
Waterhouse") dated as of the date hereof and in form and
substance satisfactory to the Agents, to the effect that:
(i) They are independent public accountants with
respect to the Company and its subsidiaries within the
meaning of the 1933 Act and the 1933 Act Regulations.
<PAGE>
(ii) In their opinion, the consolidated financial
statements of the Company and its subsidiaries audited by
them and included or incorporated by reference in the
Registration Statement and Prospectus comply as to form in
all material respects with the applicable accounting
requirements of the 1933 Act and the 1933 Act Regulations
with respect to registration statements on Form S-3 and the
1934 Act and the 1934 Act Regulations.
(iii) On the basis of procedures (but not an audit in
accordance with generally accepted auditing standards)
consisting of:
(a) Reading the minutes of the meetings of the
shareholders, the board of directors, executive
committee and audit committee of the Company and the
boards of directors and executive committees of its
subsidiaries as set forth in the minute books through a
specified date not more than five business days prior
to the date of delivery of such letter;
(b) Performing the procedures specified by the
American Institute of Certified Public Accountants for
a review of interim financial information as described
in SAS NO. 71, Interim Financial Information, on the
unaudited condensed consolidated interim financial
statements of the Company and its consolidated
subsidiaries included or incorporated by reference in
the Registration Statement and Prospectus and reading
the unaudited interim financial data, if any, for the
period from the date of the latest balance sheet
included or incorporated by reference in the
Registration Statement and Prospectus to the date of
the latest available interim financial data; and
(c) Making inquiries of certain officials of the
Company who have responsibility for financial and
accounting matters regarding the specific items for
which representations are requested below;
nothing has come to their attention as a result of the
foregoing procedures that caused them to believe that:
(1) the unaudited condensed consolidated interim
financial statements, included or incorporated by
reference in the Registration Statement and Prospectus,
do not comply as to form in all material respects with
the applicable accounting requirements of the 1934 Act
and the published rules and regulations thereunder;
(2) any material modifications should be made to
the unaudited condensed consolidated interim financial
statements, included or incorporated by reference in
<PAGE>
the Registration Statement and Prospectus, for them to
be in conformity with generally accepted accounting
principles;
(3) (i) at the date of the latest available
interim financial data and at the specified date not
more than five business days prior to the date of the
delivery of such letter, there was any change in the
capital stock or the long-term debt (other than
scheduled repayments of such debt) or any decreases in
shareholders' equity of the Company and the
subsidiaries on a consolidated basis as compared with
the amounts shown in the latest balance sheet included
or incorporated by reference in the Registration
Statement and the Prospectus or (ii) for the period
from the date of the latest available financial data to
a specified date not more than five business days prior
to the delivery of such letter, there was any change in
the capital stock or the long-term debt (other than
scheduled repayments of such debt) or any decreases in
shareholders' equity of the Company and the
subsidiaries on a consolidated basis, except in all
instances for changes or decreases which the
Registration Statement and Prospectus discloses have
occurred or may occur, or Price Waterhouse shall state
any specific changes or decreases.
(iv) Price Waterhouse has carried out certain
other specified procedures, not constituting an audit,
with respect to certain amounts, percentages and
financial information which are included or
incorporated by reference in the Registration Statement
and Prospectus and which are specified by the Agents
and agreed to by Price Waterhouse, and has found such
amounts, percentages and financial information to be in
agreement with the relevant accounting, financial and
other records of the Company and its subsidiaries
identified in such letter.
(d) Stock Exchange Listing. In the event that the
Prospectus provides for the listing of the Notes on a stock
exchange, then prior to the commencement of offers and sales of
such Notes such stock exchange or exchanges shall have granted
listing to such Notes, subject only to the delivery to such stock
exchange or exchanges of the related Prospectus or other similar
post-approval requirements.
(e) Other Documents. On the date hereof and on each
Settlement Date with respect to any purchase of Notes by an Agent
as principal, counsel to the Agents shall have been furnished
with such documents and opinions as such counsel may reasonably
require for the purpose of enabling such counsel to pass upon the
issuance and sale of Notes as herein contemplated and related
<PAGE>
proceedings, or in order to evidence the accuracy and
completeness of any of the representations and warranties, or the
fulfillment of any of the conditions, herein contained; and all
proceedings taken by the Company in connection with the issuance
and sale of Notes as herein contemplated shall be satisfactory in
form and substance to such Agent and to counsel to the Agents.
If any condition specified in this Section 5 shall not have
been fulfilled in all material respects when and as required to
be fulfilled, this Agreement may be terminated by the Agents by
notice to the Company at any time and any such termination shall
be without liability of any party to any other party, except that
the covenant regarding provision of an earnings statement set
forth in Section 4(h) hereof, the provisions concerning payment
of expenses under Section 9 hereof, the indemnity and
contribution agreements set forth in Section 8 hereof, the
provisions concerning the representations, warranties and
agreements to survive delivery set forth in Section 11 hereof and
the provisions regarding parties set forth under Section 16
hereof shall remain in effect.
SECTION 6. Delivery of and Payment for Notes Sold through the
Agents.
Delivery of Notes sold through an Agent as agent shall be
made by the Company to such Agent for the account of any
purchaser only against payment therefor in immediately available
funds. In the event that a purchaser shall fail either to accept
delivery of or to make payment for a Note on the date fixed for
settlement, the Agent shall promptly notify the Company and
deliver the Note to the Company, and, if the Agent has
theretofore paid the Company for such Note, the Company will
promptly return such funds to the Agent. If such failure
occurred for any reason other than default by the Agent in the
performance of its obligations hereunder, the Company will
reimburse the Agent on an equitable basis for its loss of the use
of the funds for the period such funds were credited to the
Company's account. Unless otherwise agreed between the Company
and the Agent, all Notes will be issued in book-entry only form
and will be represented by one or more fully registered global
securities.
SECTION 7. Additional Covenants of the Company.
The Company covenants and agrees with the Agents that:
(a) Reaffirmation of Representations and Warranties. Each
acceptance by it of an offer for the purchase of Notes, and each
delivery of Notes to an Agent pursuant to a sale of Notes to such
Agent as principal, shall be deemed to be an affirmation that the
representations and warranties of the Company contained in this
Agreement and in any certificate theretofore delivered to such
Agent pursuant hereto are true and correct at the time of such
<PAGE>
acceptance or sale, as the case may be, and an undertaking that
such representations and warranties will be true and correct at
the time of delivery to the purchaser or his agent, or to such
Agent, of the Note or Notes relating to such acceptance or sale,
as the case may be, as though made at and as of each such time
(and it is understood that such representations and warranties
shall relate to the Registration Statement and Prospectus as
amended and supplemented to each such time).
(b) Subsequent Delivery of Certificates. Each time that
(i) there is filed with the SEC any Quarterly Report on Form 10-Q
or Annual Report on Form 10-K that is incorporated by reference
into the Prospectus, or (ii) if required by the Agents, the
Registration Statement or the Prospectus shall be amended or
supplemented (other than by an amendment or supplement providing
solely for a change in the interest rates or maturity dates of
Notes or similar changes, an amendment or supplement which
relates exclusively to an offering of securities other than the
Notes or, except as hereinbefore described, an amendment or
supplement resulting from the filing of any document incorporated
by reference therein), the Company shall furnish or cause to be
furnished to the Agents forthwith a certificate of the Chairman
and Chief Executive Officer, any Senior Vice President, the Chief
Financial Officer, the Chief Accounting Officer or Treasurer of
the Company dated the date of filing with the SEC of such
supplement or document or the date of effectiveness of such
amendment, as the case may be, in form satisfactory to the Agents
to the effect that the statements contained in the certificate
referred to in Section 5(b) hereof which was last furnished to
the Agents are true and correct at the time of such filing,
amendment or supplement, as the case may be, as though made at
and as of such time (except that such statements shall be deemed
to relate to the Registration Statement and the Prospectus as
amended and supplemented to such time) or, in lieu of such
certificate, a certificate of the same tenor as the certificate
referred to in said Section 5(b), modified as necessary to relate
to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such certificate.
(c) Subsequent Delivery of Legal Opinions. Each time that
(i) there is filed with the SEC any Annual Report on Form 10-K,
(ii) if required by the Agents, there is filed any Quarterly
Report on Form 10-Q, or (iii) if required by the Agents, the
Registration Statement or the Prospectus shall be amended or
supplemented (other than by an amendment or supplement providing
solely for a change in the interest rates or maturity dates of
the Notes or similar changes or solely for the inclusion of
additional financial information, an amendment or supplement
which relates exclusively to an offering of securities other than
the Notes or, except as hereinbefore described, an amendment or
supplement resulting from the filing of any document incorporated
by reference therein), the Company shall furnish or cause to be
furnished forthwith to the Agents and to counsel to the Agents
<PAGE>
the written opinions of Smith Helms Mulliss & Moore, L.L.P.,
Counsel to the Company, and Paul J. Polking, General Counsel to
the Company, or other counsel satisfactory to the Agents, dated
the date of filing with the SEC of such supplement or document or
the date of effectiveness of such amendment, as the case may be,
in form and substance satisfactory to the Agents, of the same
tenor as the opinions referred to in Section 5(a)(1) hereof, but
modified, as necessary, to relate to the Registration Statement
and the Prospectus as amended and supplemented to the time of
delivery of such opinions; or, in lieu of such opinions, counsel
last furnishing such opinions to the Agents shall furnish the
Agents with a letter substantially to the effect that the Agents
may rely on such last opinion to the same extent as though it was
dated the date of such letter authorizing reliance (except that
statements in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such letter authorizing
reliance).
(d) Subsequent Delivery of Comfort Letters. Each time that
(i) there is filed with the SEC any Annual Report on Form 10-K,
(ii) if required by the Agents, there is filed with the SEC any
Quarterly Report on Form 10-Q or (iii) if required by the Agents,
the Registration Statement or the Prospectus shall be amended or
supplemented to include additional financial information (other
than an amendment or supplement resulting from the filing of a
Current Report on Form 8-K that is incorporated by reference
therein), the Company shall cause Price Waterhouse forthwith to
furnish the Agents a letter, dated the date of effectiveness of
such amendment, supplement or document filed with the SEC, as the
case may be, in form satisfactory to the Agents, of the same
tenor as the portions of the letter referred to in clauses (i)
and (ii) of Section 5(c) hereof but modified to relate to the
Registration Statement and Prospectus, as amended and
supplemented to the date of such letter, and of the same general
tenor as the portions of the letter referred to in clauses (iii)
and (iv) of said Section 5(c) with such changes as may be
necessary to reflect changes in the financial statements and
other information derived from the accounting records of the
Company; provided, however, that if the Registration Statement or
the Prospectus is amended or supplemented solely to include
financial information as of and for a fiscal quarter, Price
Waterhouse may limit the scope of such letter to the unaudited
financial statements included in such amendment or supplement.
If any other information included therein is of an accounting,
financial or statistical nature, the Agents may request
procedures be performed with respect to such other information.
If Price Waterhouse is willing to perform and report on the
requested procedures, such letter should cover such other
information. Any letter required to be provided by Price
Waterhouse hereunder shall be provided within five business days
of the filing of the Annual Report on Form 10-K or, with respect
<PAGE>
to any letter required by the Agents pursuant to subparagraph
(ii) or (iii) hereof, the request by the Agents.
SECTION 8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each
Agent and each person who controls any Agent within the meaning
of either the 1933 Act or the 1934 Act against any and all
losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the 1933 Act,
the 1934 Act or other Federal or state statutory law or
regulation, at common law, under the laws of any non-United
States jurisdiction, or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or
arise out of or are based upon any omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus, or any
amendment or supplement thereof, or arise out of or are based
upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably
incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Agent
specifically for use in connection with the preparation thereof,
and (ii) such indemnity with respect to the Prospectus shall not
inure to the benefit of any Agent (or any person controlling such
Agent) from whom the person asserting any such loss, claim,
damage or liability purchased the Notes which are the subject
thereof if such person did not receive a copy of the Prospectus
as amended or supplemented in connection with the sale of such
Notes excluding documents incorporated therein by reference at or
prior to the confirmation of the sale of such Notes to such
person in any case where such delivery is required by the 1933
Act and the untrue statement or omission of a material fact
contained in the Prospectus was corrected in the Prospectus as
amended or supplemented. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each Agent severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers
<PAGE>
who signs the Registration Statement and each person who controls
the Company within the meaning of either the 1933 Act or the 1934
Act, to the same extent as the foregoing indemnity from the
Company to each Agent, but only with reference to written
information relating to such Agent furnished to the Company by or
on behalf of such Agent specifically for use in the preparation
of the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which
any Agent may otherwise have. The Company acknowledges that the
statements set forth in the last two paragraphs on the cover page
and under the heading "Plan of Distribution" in the Prospectus,
as supplemented or amended, constitute the only information
furnished in writing by or on behalf of the several Agents for
inclusion in the documents referred to in the foregoing
indemnity, and you, as the Agents, confirm that such statements
are correct.
(c) Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 8. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and,
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available
to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. Upon
receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof
unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel,
approved by the Agent in the case of subparagraph (a),
<PAGE>
representing the indemnified parties under subparagraph (a) who
are parties to such action), (ii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party
to represent the indemnified party within a reasonable time after
notice of commencement of the action or (iii) the indemnifying
party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and
except that if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such
clause (i) or (iii).
(d) To provide for just and equitable contribution in
circumstances in which the indemnification provided for in
paragraph (a) of this Section 8 is due in accordance with its
terms but is for any reason held by a court to be unavailable
from the Company on the grounds of policy or otherwise, the
Company and the Agents shall contribute to the aggregate losses,
claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or
defending same) to which the Company and one or more of the
Agents may be subject in such proportion so that each Agent is
responsible for that portion represented by the percentage that
the total commissions and underwriting discounts received by such
Agent bears to the total sales price from the sale of Notes sold
to or through the Agents to the date of such liability, and the
Company is responsible for the balance; provided, however, that
no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8,
each person who controls any Agent within the meaning of the 1933
Act shall have the same rights to contribution as such Agent, and
each person who controls the Company within the meaning of either
the 1933 Act or the 1934 Act, each officer of the Company who
shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the
Company, subject in each case to the provisions of this paragraph
(d). Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under
this paragraph (d), notify such party or parties from whom
contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they
may have hereunder or otherwise than under this paragraph (d).
SECTION 9. Payment of Expenses.
The Company will pay all expenses incident to the
performance of its obligations under this Agreement, including:
<PAGE>
(a) The preparation and filing of the Registration
Statement and all amendments thereto and the Prospectus and any
amendments or supplements thereto;
(b) The preparation, filing and reproduction of this
Agreement;
(c) The preparation, printing, issuance and delivery of the
Notes, including any fees and expenses relating to the use of
book-entry notes;
(d) The fees and disbursements of the Company's accountants
and counsel, of the Trustees and their counsel, and of any
Calculation Agent;
(e) The reasonable fees and disbursements of counsel to the
Agents incurred from time to time in connection with the
transactions contemplated hereby;
(f) The qualification of the Notes under state securities
or insurance laws in accordance with the provisions of Section
4(i) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Agents in connection therewith
and in connection with the preparation of any Blue Sky Survey and
any Legal Investment Survey;
(g) The printing and delivery to the Agent in quantities as
hereinabove stated of copies of the Registration Statement and
any amendments thereto, and of the Prospectus and any amendments
or supplements thereto, and the delivery by the Agent of the
Prospectus and any amendments or supplements thereto in
connection with solicitations or confirmations of sales of the
Notes;
(h) The preparation, printing, reproducing and delivery to
the Agents of copies of the Indentures and all supplements and
amendments thereto;
(i) Any fees charged by rating agencies for the rating of
the Notes;
(j) The fees and expenses, if any, incurred in connection
with the listing of the Notes on any securities exchange;
(k) The fees and expenses, if any, incurred with respect to
any filing with the National Association of Securities Dealers,
Inc.;
(l) Any advertising and other out-of-pocket expenses of the
Agents incurred with the approval of the Company;
(m) The cost of providing any CUSIP or other identification
numbers for the Notes;
<PAGE>
(n) The fees and expenses of any depository and any
nominees thereof in connection with the Notes; and
(o) The cost of complying with the laws of any non-United
States jurisdictions in which the Notes may be offered and sold.
SECTION 10. Covenants of the Agents.
(a) Each Agent severally covenants with the Company that
(i) it will not offer, sell or deliver any Notes in bearer form
(whether temporary or definitive) during the restricted period
with respect to such Notes in the United States or its possessions,
or to any United States person other than an exempt purchaser; (ii)
it has in effect, in connection with the offer and sale of the Notes
in bearer form during the restricted period, procedures reasonably
designed to ensure that its employees or agents who are directly
involved in selling the Notes are aware that the Notes cannot be
offered or sold during the restricted period to a person who is
within the United States or its possessions or is a United States
person (other than an exempt purchaser); (iii) it will not permit
any affiliate (within the meaning of Section 1.163-
5(c)(2)(i)(D)(4)(iii) of the treasury regulations (the "Treasury
Regulations") under the Internal Revenue Code of 1986, as amended
(the "Code")) to acquire any Bearer Notes for the purpose of
offering or selling it during the restricted period unless such
affiliate provides it (for the benefit of the Company) with the
covenants contained in this paragraph; (iv) it will not deliver
any Bearer Notes in connection with the sale thereof during the
restricted period, in definitive form within the United States or
its possessions; (v) it will not enter into any written contract
with another distributor (within the meaning of Section 1.163-
5(c)(2)(i)(D)(4) of the Treasury Regulations to offer or sell the
Bearer Notes during the restricted period unless such distributor
provides it (for the benefit of the Company) with the covenants
contained in this paragraph; and (vi) if it is a United States
person, it is acquiring the Notes for purposes of resale in
connection with their original issuance and if it retains the
Bearer Notes for its own account, it will only do so in
accordance with the requirements of Section 1.163-
5(c)(2)(i)(D)(6) of the Treasury Regulations.
For purposes of the selling restrictions described in this
section, an offer or sale will be considered to be made to a
person who is within the United States or its possessions if the
offeror or seller of the Bearer Notes has an address within the
United States or its possessions for the offeree or buyer of the
Bearer Notes with respect to the offer or sale.
As used herein, "United States person" means a citizen or
resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the
United States and an estate or trust the income of which is
subject to United States federal income taxation regardless of
<PAGE>
its source; "United States" means the United States of America
(including the States and the District of Columbia) and
"possessions" of the United States include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and Northern
Mariana Islands; "Bearer Note" means any Note established
pursuant to either of the Indentures which is payable to bearer
(including without limitation any Note in temporary or permanent
global bearer form) and title to which passes by delivery only,
"restricted period" means, with respect to a Note, the period
beginning on the earlier of the closing date or the first date on
which the Note is offered to persons other than distributors and
ending on the expiration of the 40-day period beginning on the
closing date, except that, notwithstanding the foregoing, any offer
or sale of the Notes by the Company or a distributor shall be
deemed to be made during the restricted period if the distributor
holds the Note as part of an unsold allotment or subscription; and
"exempt purchaser" means (A) an exempt distributor (as defined in
Section 1.163-5(c)(2)(i)(D)(5) of the Treasury Regulations) that
covenants that it is buying the Bearer Notes for the purpose of
resale in connection with the original issuance thereof, and that
if it retains the Notes for its own account, it will do so only in
accordance with the requirements of Section 1.163-
5(c)(2)(i)(D)(6) of the Treasury Regulations; (B) an
international organization described in Section 7701(a)(18) of
the Code; (C) a foreign central bank (as defined in Section 895
of the Code and the Treasury Regulations thereunder); (D) a
foreign branch of a United States financial institution as
described in Section 1.163-5(c)(2)(i)(D)(6)(i) of the Treasury
Regulations; and (E) a United States person who acquires the
Bearer Notes through the foreign branch of a United States
financial institution and who holds the Bearer Notes through such
financial institution. Notwithstanding the foregoing, however,
(i) a person described in (A) of this paragraph will not be
considered an exempt purchaser with respect to offers to a non-
United States office of such person; (ii) a person described in
(B) or (C) of this paragraph will not be considered an
international organization or a foreign central bank, as the case
may be, with respect to offers that are not made directly and
specifically to such person; (iii) a person described in (E) of
this paragraph will be considered an exempt purchaser only with
respect to sales of the Bearer Notes; and (iv) in the case of
persons described in (D) or (E) of this paragraph, the financial
institution holding the Bearer Note provides a certificate to the
distributor selling the Bearer Note stating that it agrees to
comply with the requirements of Section 165(j)(3)(A), (B) or (C)
of the Code and the Treasury Regulations thereunder.
(b) Each Agent severally further covenants with the Company
(i) that it has not offered or sold, and will not offer or sell,
directly or indirectly the Notes in any non-United States country
except in compliance with the various laws of such country
related to Prospectus delivery, investor suitability, publication
<PAGE>
of information, or otherwise, and (ii) more specifically, that
(A) it has not offered or sold, and will not offer or sell,
directly or indirectly, in the United Kingdom, by means of any
document any of the Notes other than to persons whose ordinary
business it is to buy or sell shares or debentures, whether as
principal or agent (other than in circumstances which do not
constitute an offer to the pubic within the meaning of the
Companies Act 1985 of the United Kingdom), (B) it has complied
and will comply with all applicable provisions of the Financial
Services Act 1986 of the United Kingdom with respect to anything
done by it in relation to the Notes in, from or otherwise
involving the United Kingdom and (C) it has not issued or passed
on and will not issue or pass on to any person in the United
Kingdom any publication or document received by it in connection
with the issue of the Notes other than to persons who are of a
kind described in Article 9(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1988 or are
persons to whom the publication or document may otherwise
lawfully be issued or passed on.
(c) Without prejudice to the provisions of this Section 10
above and subject to the obligations of the Company set forth in
Section 4 of this Agreement, the Company shall have no
responsibility for, and each Agent will obtain, any consent,
approval or permission required by such Agent for the
subscription, offer, sale or delivery by such Agent of Notes
under the laws and regulations in force in any jurisdiction to
which such Agent is subject or in or from which such Agent makes
any subscription, offer, sale or delivery.
(d) Each Agent agrees to indemnify and hold harmless the
Company and each person controlling the Company from and against
any and all losses, claims, damages and liabilities arising from
any breach by it of the foregoing provisions of this Section 10.
SECTION 11. Representations, Warranties and Agreements to
Survive Delivery.
All representations, warranties and agreements contained in
this Agreement or in certificates of officers of the Company
submitted pursuant hereto shall remain operative and in full
force and effect, regardless of any investigation made by or on
behalf of any Agent or any controlling person of any Agent, or by
or on behalf of the Company, and shall survive each delivery of
and payment for any of the Notes.
SECTION 12. Termination.
(a) Termination of this Agreement. This Agreement
(excluding any agreement hereunder by an Agent to purchase Notes
as principal) may be terminated for any reason, with respect to
one or more, or all, of the Agents, at any time by either the
Company or one or more of the Agents upon the giving of 30 days'
<PAGE>
written notice of such termination to the other party hereto.
Any termination by the Company of this Agreement with respect to
one or more, but less than all, of the Agents shall be effective
with respect to such designated Agents only, and the Agreement
will remain in force and effect with respect to any other Agents
who remain parties hereto.
(b) Termination of Agreement to Purchase Notes as
Principal. An Agent may terminate any agreement hereunder by
such Agent to purchase Notes as principal, immediately upon
notice to the Company at any time prior to the Settlement Date
relating thereto, (i) if there has been, since the date of such
agreement or since the respective dates as of which information
is given in the Registration Statement, any material adverse
change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company
and its subsidiaries considered as one enterprise, or (ii) if
there shall have occurred, since the date of such agreement, any
outbreak or material escalation of hostilities or other national
or international calamity or crisis the effect of which is such
as to make it, in the judgment of such Agent, impracticable to
market the Notes or enforce contracts for the sale of the Notes,
or (iii) if, since the date of such agreement, trading in
securities generally on the New York Stock Exchange shall have
been suspended or limited, or (iv) if, since the date of such
agreement, a banking moratorium shall have been declared by
either Federal or New York authorities.
If, after the date of an agreement hereunder to purchase
Notes as principal and prior to the Settlement Date with respect
to such agreement, the rating assigned by Standard & Poor's
Ratings Group, a division of McGraw Hill, Inc. or Moody's
Investors Service, Inc. as the case may be, to any debt
securities of the Company shall have been lowered or if either of
such rating agencies shall have publicly announced that it has
under surveillance or review, with possible negative
implications, its rating of any debt securities of the Company,
then the Company and the Agent mutually shall determine whether
the terms of such agreement to purchase Notes shall need to be
renegotiated and, if so, shall so negotiate in good faith the
revised terms of such agreement to purchase Notes. In the event
that the Company and the Agent reasonably fail to agree on any
such revised terms, then either the Company or the Agent may
terminate such agreement to purchase Notes.
(c) General. In the event of a termination under this
Section 11, or following the Settlement Date in connection with a
sale to or through an Agent appointed on a one-time basis,
neither party will have any liability to the other party hereto,
except that (i) the Agents shall be entitled to any commission
earned in accordance with the third paragraph of Section 3(b)
hereof, (ii) if at the time of termination (a) any Agent shall
own any Notes purchased by it as principal with the intention of
<PAGE>
reselling them or (b) an offer to purchase any of the Notes has
been accepted by the Company but the time of delivery to the
purchaser or his agent of the Note or Notes relating thereto has
not occurred, the covenants set forth in Sections 4 and 7 hereof
shall remain in effect until such Notes are so resold or
delivered, as the case may be, and (iii) the covenant set forth
in Section 4(h) hereof, the provisions of Section 9 hereof, the
indemnity and contribution agreements set forth in Section 8
hereof, and the provisions of Sections 10, 14 and 15 hereof shall
remain in effect.
SECTION 13. Additional Agents.
The Company may from time to time designate additional
agents to participate in the sale of Notes as principal or agent
hereunder. Such agency participation may be either on an on-
going basis or on a one time basis for a single transaction.
Such agents shall become a party to this Agreement and shall
thereafter be subject to the provisions hereof and entitled to
the benefits hereunder upon the execution of a counterpart hereof
or other form of acknowledgement of its appointment hereunder and
delivery to the Company of addresses for notice hereunder and
under the Procedures. After the time an Agent is appointed, the
Company shall deliver to the Agent copies of these documents
earlier delivered to other Agents under Sections 5(a), 5(b),
5(c), 7(b), 7(c) and 7(d) hereof.
SECTION 14. Notices.
Unless otherwise provided herein, all notices required under
the terms and provisions hereof shall be in writing, either
delivered by hand, by mail or by telex, telecopier or telegram.
Notices to the Company shall be delivered to it at the address
specified below and notices to any Agent shall be delivered to it
at the address set forth on Exhibit A.
If to the Company:
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255
Attention: John E. Mack, Treasurer
Telecopy: (704) 386-0270
<PAGE>
With a copy to:
Paul J. Polking
General Counsel
NationsBank Corporation
NationsBank Corporate Center
Legal Department, NC1007-20-01
Charlotte, North Carolina 28255
Telecopy: (704) 386-6453
Smith Helms Mulliss & Moore, L.L.P.
227 N. Tryon Street
Charlotte, North Carolina 28202
Attention: Boyd C. Campbell, Jr.
Telecopy: (704) 334-8467
or at such other address as such party may designate from time to
time by notice duly given in accordance with the terms of this
Section 14.
SECTION 15. Governing Law; Counterparts.
This Agreement and all the rights and obligations of the
parties shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made and
to be performed in such State. This Agreement may be executed in
counterparts and the executed counterparts shall together
constitute a single instrument.
SECTION 16. Parties.
This Agreement shall inure to the benefit of and be binding
upon the Agents and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other
than the parties hereto and their respective successors and the
controlling persons and officers and directors referred to in
Section 8 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the parties hereto and respective
successors and said controlling persons and officers and
directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of
Notes shall be deemed to be a successor by reason merely of such
purchase.
<PAGE>
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument along with all
counterparts will become a binding agreement between the Agents
and the Company in accordance with its terms.
Very truly yours,
NATIONSBANK CORPORATION
By:
Name:
Title: Senior Vice President and
Treasurer
Accepted:
NationsBanc Capital Markets, Inc.
By:
Name:
Title: Director
[Signatures By Agents To Follow]
<PAGE>
EXHIBIT A
AGENTS
NationsBanc Capital Markets, Inc.
NationsBanc Corporate Center
7th Floor, NC1007-01-01
Charlotte, North Carolina 28255-0065
With a copy to:
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Attention: James R. Tanenbaum
Telecopy: (212) 806-6006
[Additional Agents To Be Specified]
<PAGE>
EXHIBIT B
The following terms, if applicable, shall be agreed to by an
Agent and the Company in connection with each sale of Notes:
Principal Amount: $__________
(or principal amount of foreign currency)
Interest Rate:
If Fixed Rate Note, Interest Rate:
If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate:
Initial Interest Reset Date:
Spread or Spread Multiplier, if any:
Interest Rate Reset Month(s):
Interest Payment Month(s):
Index Maturity for Initial Interest Rate
(if different):
Index Maturity:
Index Maturity for Final Interest Payment
Period (if different):
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Rate Reset Period:
Interest Payment Period:
Interest Payment Date:
Calculation Agent:
If Redeemable:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
Date of Maturity:
Purchase Price: _____%
Settlement Date and Time:
Additional Terms:
<PAGE>
EXHIBIT C
As compensation for the services of an Agent hereunder, the
Company shall pay it, on a discount basis, a commission for the
sale of each Note by such Agent equal to the principal amount of
such Note multiplied by the appropriate percentage set forth
below:
PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT
From 9 months to less than 1 year . . . . . . .125%
From 1 year to less than 18 months . . . . . .150
From 18 months to less than 2 years . . . . . .200
From 2 years to less than 3 years . . . . . . .250
From 3 years to less than 4 years . . . . . . .350
From 4 years to less than 5 years . . . . . . .450
From 5 years to less than 6 years . . . . . . .500
From 6 years to less than 7 years . . . . . . .550
From 7 years to less than 10 years . . . . . .600
From 10 years to less than 15 years . . . . . .625
From 15 years to less than 20 years . . . . . .700
From 20 years to 30 years . . . . . . . . . . .750
The commission for notes with a maturity of more than 30 years is subject to
negotiations between the Company and the Agent at the time of sale.
<PAGE>
[FORM OF SENIOR REGISTERED NOTE]
REGISTERED REGISTERED
NUMBER R______ $_______________
CUSIP 638585 ___
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
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 "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
_________________________ DOLLARS1 on _____________________,
19___,2 and to pay interest on said principal sum, semi-
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.
<PAGE>
annually3 in arrears on ____________________ and
___________________ of each year, at the rate of ___% per
annum4, 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 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 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 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 to the person entitled thereto at his address last
appearing on the Security Register of the Company relating to the
Notes. Any interest not punctually paid or duly provided for
shall be payable as provided in such Indenture.5
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.
<PAGE>
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 by manual signature, this
Note shall not be entitled to any benefit under such Indenture,
or be valid or obligatory for any purpose.
<PAGE>
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:
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
<PAGE>
[Reverse Side of Note]
NATIONSBANK CORPORATION
______% SENIOR NOTE, DUE __________
This 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 the terms upon which
the Notes are, and are to be, authenticated and delivered.
[___________________________ 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 Company
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 Company relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Company designated by it
pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Company 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.
6 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.
<PAGE>
The Notes are issuable only as registered Notes without
coupons7 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.
No service charge will be made for any such registration of
transfer or exchange, but the Company 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 Company, the Trustee and any agent of the Company 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 Company, 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
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 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 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
7 This form provides for Notes issuable only in registered
form. If Notes of a series are also issuable in bearer form, the
form, as used, will be modified to the extent applicable to
reflect that such Notes may also be issuable in bearer form,
including but not limited to any provisions regarding the
exchange of Notes issued in one form for Notes issued in the
other form.
<PAGE>
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 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 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 Company, 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 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 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.
__________
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 commonTEN 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.
__________
<PAGE>
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 Company, 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.
<PAGE>
[FORM OF SENIOR BEARER NOTE AND
FORM OF COUPON]
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 SECURITY NOR ANY PORTION HEREOF MAY BE IN CONNECTION
WITH ITS ORIGINAL ISSUANCE BE OFFERED FOR SALE OR RESALE, SOLD OR
RESOLD, OR DELIVERED, DIRECTLY OR INDIRECTLY, TO A PERSON WHO IS WITHIN
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 DELIVERY OF THE OBLIGATION (OR ON ISSUANCE, IF THE OBLIGATION IS NOT
IN DEFINITIVE FORM) 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.
BEARER BEARER
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
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
"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
Note, the principal sum of _________________________ DOLLARS1 on
_____________________, 19___,2 and
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 currenty, 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
(contine....)
<PAGE>
to pay interest on said principal sum to the bearer, semi-annually3 in
arrears on ____________________ and ___________________ of each year, at
the rate of ___% per annum,4 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 the date hereof, until payment of
the principal amount hereof has been made or duly provided for.
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, 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 offices 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 ______________ mailed to an address outside the
United States, 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 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 such purpose by the Company in
accordance with the Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions. Interest on this Note
shall be payable only upon presentation and surrender at such an office
or agency of
2 (...continued)
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 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.
<PAGE>
the interest coupons hereto attached as they severally mature. Any interest
not punctually paid or duly provided for shall be payable as provided in such
Indenture.
The Company will pay to the holder of this Note 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 this 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 below) 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 this 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 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
<PAGE>
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 this 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 this Note or any related coupon. Except as specifically
provided in the Notes of this series, 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 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 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 its 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.
Notwithstanding the foregoing, if and so long as the certification,
identification or other reporting requirements with respect to any and
all Notes of this series 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 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 made outside the United States by the Company or any of
its paying agents of principal or interest due in respect of any Bearer
Note (as defined on the reverse hereof) 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
<PAGE>
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
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 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 by manual signature, neither this Note nor
any related coupon shall be entitled to any benefit under such
Indenture, or be valid or obligatory for any purpose.
<PAGE>
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 and coupons bearing the facsimile signature to be
annexed hereto.
NATIONSBANK CORPORATION,
Attest:
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
<PAGE>
[Reverse Side of Note]
NATIONSBANK CORPORATION
______% SENIOR NOTE, DUE __________
This 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 and Paying Agent
in connection with the Notes.]
The Notes are issuable in bearer form ("Bearer Notes"), with
interest coupons attached, in denominations of $__________, and in fully
registered form ("Registered Notes"), without coupons, in denominations
of $_______________ and integral multiples in excess thereof. As
provided in the Indenture and subject to certain limitations therein set
forth, Bearer Notes and Registered Notes of this series are exchangeable
for a like aggregate principal amount of Registered Notes of this series
and of like tenor and 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, to the 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 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.
Title to Bearer Notes of this series 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 this
series 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 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
<PAGE>
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.
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 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 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.]
The Notes 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 rulings, which amendment or change is effective on or
after __________, 19__, the Company will become obligated to pay
additional amounts (as described on the face 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 then due, and
(b) at the time notice of such redemption is given, such obligation to
pay such additional amounts remains in effect. Immediately prior to the
giving of any notice of redemption pursuant to this
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.
<PAGE>
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 the
Company to such effect based on such statement of facts.
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 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 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,
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 any such certification,
identification or other reporting requirement would be fully satisfied
by payment of a backup withholding tax or similar charge, pay to the
holders of Bearer Notes who are United States Aliens certain additional
amounts specified in the Bearer Notes of this series. 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 or will pay to the holders of Bearer Notes
who are United States Aliens the additional amounts specified in the
Bearer Notes of this series and (if applicable) the last date by which
the redemption of the Notes must take place. If the Company elects to
redeem the Notes, 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
shall cause notice thereof to be duly given in the manner provided
below. Notwithstanding the foregoing, the Company will not so redeem
the Notes if the Company subsequently determines, not less than __ days
prior to the date fixed for redemption, that subsequent payments on
Notes 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
such additional amounts to the holders of Bearer Notes who are United
States Aliens, and as long as the Company is obligated to pay such
additional amounts to such holders, the Company may subsequently redeem
the Notes, at
<PAGE>
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.
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.
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 date 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
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 Note shall be conclusive and binding upon such holder and
upon all future holders of this Note and any related coupons and of any
Note issued in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.
<PAGE>
No reference herein to the Indenture and no provision of this 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 any additional amounts, as described herein) 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 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 shall be dated the date of their
authentication.
The Indenture, the Notes 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 Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
<PAGE>
[FORM OF COUPON]
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 UNITED STATES
INTERNAL REVENUE CODE.
NATIONSBANK CORPORATION
____% SENIOR NOTE, DUE ________
Principal Amount: Coupon Number*
Due___________
Unless the Note to which this coupon appertains shall have been
called for previous redemption and payment thereof duly provided for, on
the date set forth herein, NATIONSBANK CORPORATION (the "Company") will
pay to bearer, upon surrender hereof at the Paying Agents set out on the
reverse hereof or at such other offices or agencies (which, except as
otherwise provided in the Note to which this coupon appertains, shall be
located 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
from time to time, interest on the principal amount of such Note as
specified above (together with any additional amounts in respect thereof
which the Company may be required to pay according to the terms of such
Note), in such coin or currency as specified above as at the time of
payment shall be legal tender for the payment of public and private
debts. Payment on this coupon shall be made, at the option of the
bearer hereof and subject to any applicable laws and regulation, by a
check mailed to an address outside the United States furnished by such
bearer or by wire transfer to an account maintained by the payee with a
bank located outside the United States.
NATIONSBANK CORPORATION
[CORPORATE SEAL]
Attest: By:__________________________
By:__________________________
* The coupon number, the interest amount due in the specified currency and the
due date should appear in the right hand section of the face of the coupon.
<PAGE>
[FORM OF REVERSE OF COUPON]
Paying Agents:
<PAGE>
<PAGE>
[FORM OF TEMPORARY GLOBAL SENIOR BEARER NOTE]
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 TEMPORARY GLOBAL NOTE NOR ANY PORTION HEREOF MAY IN
CONNECTION WITH ITS ORIGINAL ISSUANCE OR DURING THE __ DAYS FOLLOWING
THE DATE OF ORIGINAL ISSUANCE HEREOF 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]
THIS NOTE IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE
FOR ONE OR MORE PERMANENT GLOBAL NOTES OF THIS SERIES, WITHOUT COUPONS,
FOR 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] (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 TEMPORARY 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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST
IN A PERMANENT GLOBAL NOTE, THIS TEMPORARY 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
TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST
HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF.
BEARER BEARER
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
NATIONSBANK CORPORATION
TEMPORARY GLOBAL BEARER NOTE
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
Temporary Global
1
<PAGE>
Note, 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 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
the date hereof, until payment of the principal amount hereof has been
made or duly provided for.
This Temporary Global Note shall be exchanged in whole or from time
to time in part for (i) a permanent global Note of this series, without
interest coupons, (ii) definitive Notes of this series in bearer form
("Bearer Notes"), with interest coupons attached, (iii) definitive Notes
of this series in registered form ("Registered Notes"), without interest
coupons, or (iv) a combination of the foregoing, provided that the
interest in this Temporary Global Note being exchanged 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 Temporary Global Note shall be in
authorized denominations and be of like tenor and of an equal aggregate
principal amount as the portion of this Temporary Global Note to be
exchanged, and provided further that, unless the Company agrees
otherwise, definitive Bearer Notes of this series or definitive
Registered Notes of this series will be issued in
- ---------------------
1 This form provides for Notes denominated in, and principal and interest
payable in, United States dollars. This 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, alternately, for interest at a variable rate or rates,
with the method of determining such rate set forth therein.
2
<PAGE>
exchange for this Temporary Global Note, or any portion hereof, only if
prior to the issuance of this Temporary 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.").
In the event that this Temporary Global Note or any portion hereof
is exchanged for one or more permanent global Notes of this series or an
interest therein, such permanent global Note will be deposited in
[London] with the main office in [London] of the Common Depositary for
Euroclear and CEDEL S.A. Any exchange of this Temporary Global Note or
portion hereof, whether for a permanent global Note of this series or an
interest therein, 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 S.A., only (i) on or after a date which
is at least __ days after the date of original issuance hereof (the
"Exchange Date") and (ii) in accordance with the procedures and
certification requirements set forth in the Indenture. Upon exchange of
any portion of this Temporary Global Note for a permanent global Note of
this series or 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 Temporary 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 by the aggregate principal amount to be entered on the
permanent global Note of this series, 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 a permanent global Note of this
series or interests therein or one or more definitive Registered Notes
of this series or one or more definitive Bearer Notes of this series, or
both, this Temporary 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 permanent global Note of this series or
definitive Registered Note of this series or definitive Bearer Note of
this series.
Except as provided in the next paragraph, neither the holder of this
Temporary Global Note nor any beneficial owner of any portion of this
Temporary Global Note shall be entitled to receive payment of accrued
interest hereon until this Temporary Global Note or the relevant portion
hereof has been exchanged for a permanent global Note of this series or
an interest therein or for one or more definitive Registered Notes of
this series or one or more definitive Bearer Notes of this series or a
combination thereof, as provided herein and in the Indenture.
The principal and any interest in respect of any portion of this
Temporary 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 permanent global Note of this series or
interests therein or a definitive Registered Note or Notes of this
series or a definitive Bearer
3
<PAGE>
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 Temporary Global Note held for its account upon
compliance with the procedures and certification requirements set forth
in the Indenture. 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 Temporary 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, but any such interest will
only be so credited upon receipt in each case of written certification
and the satisfaction of any other requirements to the effect described
in the Indenture. If such interest payment date occurs on or after the
Exchange Date, Euroclear or CEDEL S.A., as the case may be, following
the receipt of such written certification shall exchange, in accordance
with the procedures set forth in the Indenture, the portion of the
Temporary Global Note that relates to such certificate for definitive
Notes (which, in the absence of instructions to the contrary, shall be
an interest in a permanent global Note). Any interest so received by
Euroclear and CEDEL S.A. and not paid as herein provided shall be
returned to the Trustee or the applicable paying agent immediately prior
to the expiration of two years after such interest payment date in order
to be repaid to the Company in accordance with the Indenture.
The principal of and interest on this Temporary 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 Temporary 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
Temporary Global Note due on or before maturity shall be payable only
upon presentation at such an office or agency of this Temporary Global
Note.
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
5
<PAGE>
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 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
5
<PAGE>
(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 Temporary 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 Temporary 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 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.
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 Temporary 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 Temporary 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,
6
<PAGE>
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 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 Temporary
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 Temporary
Global Note shall not be entitled to any benefit under such Indenture,
or be valid or obligatory for any purpose.
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:
7
<PAGE>
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 [Reverse Side of Note]
8
<PAGE>
This Temporary 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.]
The Notes of this series of which this Temporary 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 Temporary 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.
Title to Bearer Notes of the series of which this Temporary 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
Temporary 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 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.
9
<PAGE>
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.
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 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 Temporary 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.
[The provisions of Article Fourteen of the Indenture do not apply to
Notes of this series (including this Temporary Global Note and the
interests represented hereby).]
The Notes of this series (including this Temporary 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 Temporary 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
- ----------------
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.
10
<PAGE>
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.
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 Temporary 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
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 Temporary 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 Temporary 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
Temporary 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
Temporary Global Note and the interests represented hereby), must take
place. If the Company elects to redeem the Notes (including this
Temporary 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
Temporary 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 Temporary 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
11
<PAGE>
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
Temporary 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.
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.
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 Temporary 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 662/3% 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 Temporary Global Note shall
12
<PAGE>
be conclusive and binding
upon such holder and upon all future holders of this Temporary 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 Temporary Global Note.
No reference herein to the Indenture and no provision of this
Temporary 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 Temporary 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 Temporary 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 Temporary 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 Temporary 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 Temporary Global Note which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
13
<PAGE>
Schedule A
SCHEDULE OF EXCHANGES
Principal Amount
exchanged for one Remaining
or more Interests principal
in a permanent amount Notation made
Date global Note or one following on behalf of the
Exchange or more definitive such [Trustee][Security
Made Notes exchange Registrar]
14
[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<PAGE>
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
<PAGE>
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 COMPANY AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED REGISTERED
NUMBER FXR _________ $__________
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES __
(Fixed Rate) CUSIP 638585 ____
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:2
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
1 Applies only if this Note is a Global Security.
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.
<PAGE>
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
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
<PAGE>
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 Company designated as provided in the Indenture;
provided, however, that interest may be paid, at the option of
the Company, by check mailed to the person entitled thereto at
his address last appearing on the registry books of the Company
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 Trustee 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 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 by 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 Company 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:
ATTEST:
By:______________________
________ Secretary
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated:_____________
BankAmerica National Trust Company,
as Trustee
By: NationsBank of Georgia,
National Association,
as Authenticating Agent
By:__________________________
Authorized Signatory
<PAGE>
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES __
(Fixed Rate)
This Medium-Term Note is one of a duly authorized series of
Securities of the Company 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 Company and BankAmerica National Trust
Company 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 Company, 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
Company's Senior Medium-Term Notes, Series __, 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.
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 Trustee/Paying Agent at the Corporate Trust
Office, or such other address of which the Company 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 Company 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 COMPANY 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 Company at the applicable Redemption Price (as defined
<PAGE>
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 Company, 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 (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 30
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 90 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 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 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 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 Notes then outstanding and all
other Securities then outstanding under the Indenture and
affected thereby, on behalf of the holders of all Securities, 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
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
<PAGE>
obligation of the Company, 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 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 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 Company relating to the
Notes, upon surrender of this Note for registration of transfer
at the office or agency of the Company designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company 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 Company 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 Company, the Trustee and any agent of the Company
or the Trustee 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 Company, the
Trustee 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.
<PAGE>
[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 Company 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 Company 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.]
[Notes issued in bearer form or payable in a currency other
than U.S. dollars will contain certain legends and additional
provisions relating to payment, payment currency, transfer and
depositary procedures as well as provisions relating to United
States tax and withholding laws.]
<PAGE>
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 Company, 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.
<PAGE>
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company 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 must receive at
__________________, or at such other place or places of which the
Company 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).
$_______________________ _________________________________
DATE: __________________ NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change
whatever.]
<PAGE>
<PAGE>
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 COMPANY AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED REGISTERED
NUMBER FLR _______ $_________
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES __
(Floating Rate)
CUSIP 638585 _________
ORIGINAL ISSUE DATE: BASE RATE:
STATED MATURITY DATE: (check one)
FINAL MATURITY DATE: ___CD Rate
INITIAL INTEREST RATE: ___Commercial Paper Rate
INDEX MATURITY FOR INITIAL ___LIBOR ____________
INTEREST RATE (IF DIFFERENT): ___Federal Funds Rate
INDEX MATURITY: ___Prime Rate
INDEX MATURITY FOR FINAL ___Treasury Rate
INTEREST PAYMENT PERIOD ___CMT Rate
(IF DIFFERENT): CMT Telerate Page:____
SPREAD: CMT Maturity Index:___
SPREAD MULTIPLIER: ___Eleventh District Cost
MAXIMUM INTEREST RATE: of Funds Rate
MINIMUM INTEREST RATE: ___Other:________________
INTEREST PAYMENT DATES:
INTEREST RATE RESET DATES:
INTEREST RATE RESET PERIOD:
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OPTIONAL PAYMENT DATE(S):
CALCULATION AGENT:
ADDITIONAL TERMS:2
1 Applies only if this Note is a Global Security.
<PAGE>
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 the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon at a rate per annum equal to the
Initial Interest Rate specified above until the Initial Interest
Reset Date specified above and thereafter at a rate determined in
accordance with the provisions on the reverse hereof, depending
upon the appropriate Base Rate and Index Maturity specified
above, until the principal hereof is paid or duly made available
for payment. The Company will pay interest on the Interest
Payment Dates specified above, commencing with 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 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
repayable 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 as hereinafter described.
Interest payable on this Note on any Interest Payment Date or the
Maturity Date will include 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 such Interest Payment Date or Maturity Date, as the
case may be; provided, however, that if the Interest Rate Reset
Period with respect to this Note is daily or weekly, interest
payable on any Interest Payment Date or the Maturity Date will
include interest accrued from but excluding the Regular Record
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.
<PAGE>
Date through which interest has been paid to and including the
Regular Record Date next preceding such Interest Payment Date,
except that interest payable on any such Maturity Date will
include interest accrued to, but excluding, such Maturity Date.
If any Interest Payment Date falls on a day which is not a
Business Day, as defined below, such Interest Payment Date shall
be the following day that is a Business Day, except that if the
Base Rate is LIBOR, if such next Business Day falls in the next
succeeding calendar month, such Interest Payment Date will be the
preceding day that is a Business Day; and if the Maturity Date
falls on a day which is not a Business Day, principal or interest
payable with respect to such Maturity Date will be paid on the
next succeeding Business Day with the same force and effect as if
made on such Maturity Date, and no additional interest shall
accrue for the period from and after such Maturity 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 date 15 calendar days prior to such
Interest Payment Date, whether or not a Business Day (the
"Regular Record 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 such 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, (i) on which banks in The City of New York, Charlotte,
North Carolina or ______________ are not authorized or required
by law to be closed and (ii) if the Base Rate is LIBOR, is a day
on which dealings in deposits on U.S. dollars are transacted in
the London interbank market.
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 Company designated as provided in the Indenture;
provided, however, that interest may be paid, at the option of
the Company, by check mailed to the person entitled thereto at
his address last appearing on the registry books of the Company
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 Trustee 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 the Issuing and
<PAGE>
Paying Agent at NationsBank of Georgia, National Association, as
Issuing and Paying Agent, 600 Peachtree Street, Suite 900,
Atlanta, Georgia 60608 (the "Corporate Trust Office").
Reference is hereby 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.
<PAGE>
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
By:____________________________
[SEAL] Title:
ATTEST:
____________________________
Secretary
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: ____________________________
BankAmerica National Trust Company,
as Trustee
By: NationsBank of Georgia, National
Association as Authenticating Agent
By:__________________________
Authorized Signatory
<PAGE>
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES ___
(Floating Rate)
This Medium-Term Note is one of a duly authorized series of
Securities of the Company 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 Company and BankAmerica National Trust
Company, 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 Company, 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
Company's Senior 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.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
holder only if the Optional Repayment Date(s) are 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 below entitled "Option to Elect Repayment" duly
completed, by the Trustee/Paying Agent at the Corporate Trust
Office, or such other address of which the Company 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 Company 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 COMPANY 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 Company at the applicable Redemption Price (as defined
<PAGE>
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 Company, 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.
Accrued interest hereon shall be calculated by multiplying
the face amount hereof by an accrued interest factor. Such
accrued interest factor shall be computed by adding the interest
factor calculated for each day from and including the Original
Issue Date, 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 shall be computed by
dividing the interest rate in effect on such day by 360 or, in
the case of Notes having the Treasury Rate as their Base Rate, by
the actual number of days in the year.
The Base Rate (as defined herein) with respect to this Note
may be (i) the CD Rate, (ii) the Commercial Paper Rate, (iii)
LIBOR, (iv) the Federal Funds Rate, (v) the Prime Rate, (vi) the
Treasury Rate, (vii) the CMT Rate, (viii) the Eleventh District
Cost of Funds Rate or (ix) such other rate as will be described
on the face hereof and a rider to this Note.
Except as described below, this Note will bear interest at
the rate determined by reference to the appropriate interest rate
basis (the "Base Rate") and Index Maturity shown on the face
hereof (i) plus or minus the Spread, if any, or (ii) multiplied
by the Spread Multiplier, if any, specified on the face hereof.
The interest rate in effect on each day shall be (a) if such day
is an Interest Reset Date, the interest rate determined as of the
Interest Determination Date (as defined below) pertaining to such
Interest Reset Date or (b) if such day is not an Interest Reset
Date, the interest rate determined as of the Interest
Determination Date pertaining to the next preceding Interest
Reset Date, provided that (i) the interest rate in effect from
the Original Issue Date to the first Interest Reset Date shall be
the Initial Interest Rate specified on the face hereof, and (ii)
the interest rate in effect for the ten calendar days immediately
prior to the Maturity Date shall be the rate in effect on the
tenth calendar day preceding such Maturity Date. If any Interest
Reset Date would otherwise be a day that is not a Business Day,
<PAGE>
such Interest Reset Date shall be postponed to the next day that
is a Business Day, except that if the Base Rate specified on the
face hereof is LIBOR, if such next Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day. The term "Final Interest
Payment Period" means the period from the final Interest Reset
Date to the Maturity Date.
The Interest Determination Date with respect to any Note
that has as its Base Rate the CD Rate, the Commercial Paper Rate,
the Federal Funds Rate, the Prime Rate or the CMT Rate will be
the second Business Day preceding the Interest Reset Date. The
Interest Determination Date with respect to LIBOR shall be the
second London Banking Day (as defined below) preceding the
Interest Reset Date. The Interest Determination Date with
respect to the Eleventh District Cost of Funds Rate will be the
last Business Day of the month immediately preceding such
Interest Reset Date in which the Federal Home Loan Bank of San
Francisco (the "FHLB") publishes such Index (as defined below);
and the Interest Determination Date with respect to the Treasury
Rate shall be the day of the week in which the Interest Reset
Date falls on which Treasury bills of the Index Maturity
specified on the face hereof normally would be auctioned;
provided, however, that if as a result of a legal holiday an
auction is held on the Friday of the week preceding the Interest
Reset Date, the related Interest Determination Date shall be such
preceding Friday; and provided, further, that if an auction shall
fall on any Interest Reset Date then the Interest Reset Date
shall instead be the first Business Day following such auction.
The "Calculation Date" pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar
day after such Interest Determination Date or, if such day is not
a Business Day, the next succeeding Business Day, or (ii) the
Business Day next preceding the applicable Interest Payment Date
or Maturity Date, as the case may be.
All percentages resulting from any calculation on the Notes
will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward, and all
dollar amounts used in or resulting from such calculation on the
Notes will be rounded to the nearest cent (with one-half cent
being rounded upward).
Determination of CD Rate. CD Rate means, with respect to an
Interest Determination Date (a "CD Rate Interest Determination
Date"), the rate on such CD Rate Interest Determination Date for
negotiable certificates of deposit having the Index Maturity
specified on the face hereof, as such rate is published by the
Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") in "Statistical Release H.15(519), Selected
Interest Rates," or any successor publication of the Federal
<PAGE>
Reserve Board ("H.15(519)"), under the heading "Cds (Secondary
[BMarket)," or, if not so published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such CD Rate Interest
Determination Date, the CD Rate will be the rate on such CD Rate
Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified on the face hereof, as
published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading
"Certificates of Deposit." If such rate is not published in
either H.15(519) or the Composite Quotations by 3:00 P.M., New
York City time, on such Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City
time, on such CD Rate Interest Determination Date, of three
leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent
for negotiable certificates of deposit of major United States
money center banks of the highest credit standing (in the market
for negotiable certificates of deposit) with a remaining maturity
closest to the Index Maturity specified on the face hereof in
denominations of $5,000,000; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not
quoting as set forth above, the CD Rate for such CD Rate Interest
Determination Date will be the CD Rate in effect on such CD Rate
Interest Determination Date.
Determination of Commercial Paper Rate. The Commercial
Paper Rate means, with respect to an Interest Determination Date
(a "Commercial Paper Rate Interest Determination Date"), the
Money Market Yield (as defined below) of the rate on such date
for commercial paper having the Index Maturity specified on the
face hereof as published in H.15(519) under the heading
"Commercial Paper." In the event such rate is not published by
3:00 P.M., New York City time, on the Calculation Date pertaining
to such Commercial Paper Rate Interest Determination Date, the
Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Rate Interest Determination Date of the rate for
commercial paper having the Index Maturity specified on the face
hereof as published in Composite Quotations under the heading
"Commercial Paper." If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City
time, on such Calculation Date, the Commercial Paper Rate for
that Commercial Paper Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00
A.M., New York City time, on such Commercial Paper Rate Interest
Determination Date of three leading dealers of commercial paper
in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity specified on the face
hereof placed for an industrial issuer whose bond rating is "AA",
or the equivalent, by a nationally recognized statistical rating
<PAGE>
agency; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as set forth
above, the Commercial Paper Rate with respect to such Commercial
Paper Rate Interest Determination Date will be the Commercial
Paper Rate then in effect on such Commercial Paper Rate Interest
Determination Date.
"Money Market Yield" shall be the yield (expressed as a
percentage rounded to the nearest one ten-thousandth of a
percent, with five one hundred-thousandths of a percent rounded
upward) calculated in accordance with the following formula:
Money Market Yield = [(D x 360) /(360-(D x M))] x 100
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and
"M" refers to the actual number of days in the interest period
for which interest is being calculated.
Determination of LIBOR. LIBOR means the rate determined by
the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date (a
"LIBOR Interest Determination Date"), LIBOR will be "LIBOR
Telerate" unless "LIBOR Reuters" is specified on the face of
this Note or LIBOR Telerate is not available. "LIBOR
Telerate" is the rate for deposits in the LIBOR Currency (as
defined below) having the Index Maturity specified on the
face hereof that appears on the Designated LIBOR Page (as
defined below) specified on the face hereof as of 11:00 A.M.
London time, on that LIBOR Interest Determination Date.
"LIBOR Reuters" is that rate which is the arithmetic mean of
the offered rates (unless the specified Designated LIBOR
Page by its terms provides only for a single rate, in which
case such single rate shall be used) for deposits in the
LIBOR Currency having the Index Maturity specified on the
face hereof that appear on the Designated LIBOR Page
specified on the face hereof as of 11:00 A.M. London time,
on that LIBOR Interest Determination Date, if at least two
such offered rates appear (unless, as aforesaid, only a
single rate is required) on such Designated LIBOR Page. If
LIBOR cannot be determined under this clause (i), LIBOR in
respect of the related LIBOR Interest Determination Date
will be determined as if the parties had specified the rate
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which LIBOR cannot be determined under clause (i)
above, the Calculation Agent will request the principal
London offices of each of four major reference banks in the
London interbank market, as selected by the Calculation
<PAGE>
Agent to provide the Calculation Agent with its offered
quotation for deposits in the LIBOR Currency for the period
of the Index Maturity specified on the face hereof to prime
banks in the London interbank market at approximately 11:00
A.M., London time, on such LIBOR Interest Determination Date
and in a principal amount that is representative for a
single transaction in such LIBOR Currency in such market at
such time. If at least two such quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of such quotations. If fewer
than two such quotations are provided, LIBOR for such LIBOR
Interest Determination Date will be the arithmetic mean of
the rates quoted at approximately 11:00 A.M. in the
applicable Principal Financial Center (as defined below), on
such LIBOR Interest Determination Date by three major banks
in such Principal Financial Center selected by the
Calculation Agent for loans in the LIBOR Currency to leading
European banks, having the Index Maturity specified on the
face hereof and in a principal amount that is representative
for a single transaction in such LIBOR Currency in such
market at such time; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR determined on such LIBOR
Interest determination Date will be LIBOR then in effect on
such LIBOR Interest Determination Date.
"LIBOR Currency" means the currency (including composite
currencies) specified on the face hereof for which LIBOR shall be
calculated. If no such currency is specified on the face hereof,
the LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Telerate"
is specified on the face hereof, the display on the Dow Jones
Telerate Service for the purpose of displaying the London
interbank rates of major banks for the applicable LIBOR Currency,
or (b) if "LIBOR Reuters" is specified on the face hereof, the
display on the Reuters Monitor Money Rates Service for the
purpose of displaying the London interbank rates of major banks
for the applicable LIBOR Currency. If neither LIBOR Telerate nor
LIBOR Reuters is specified on the face hereof, LIBOR for the
applicable LIBOR Currency will be determined as if LIBOR Telerate
(and, if the U.S. dollar is the LIBOR Currency, LIBO Page) had
been specified.
"Principal Financial Center" shall generally be the capital
city of the country of the specified LIBOR Currency, except that
with respect to U.S. dollars, Deutsche Marks and ECUs, the
Principal Financial Center shall be The City of New York,
Frankfurt and Luxembourg, respectively.
Determination of Federal Funds Rate. The Federal Funds Rate
means, with respect to an Interest Determination Date (a "Federal
Funds Rate Interest Determination Date"), the rate on that date
<PAGE>
for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." If H.15(519) is not so published by
3:00 P.M., New York City time, on the Calculation Date pertaining
to such Federal Funds Rate Interest Determination Date, the
Federal Funds Rate will be the rate on such Federal Funds Rate
Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate." If such rate
is not yet published in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Rate Interest Determination
Date, the Federal Funds Rate for such Federal Funds Rate Interest
Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last
transaction in overnight Federal Funds as of 9:00 A.M., New York
City time, on such Federal Funds Rate Interest Determination Date
quoted by each of three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation
Agent; provided, however, that if fewer than three such brokers
are so quoting such rates, the Federal Funds Rate with respect to
such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate then in effect on such Federal Funds Rate
Interest Determination Date.
Determination of Prime Rate. Prime Rate means, with respect
to an Interest Determination Date (a "Prime Rate Interest
Determination Date"), the rate set forth on such date in
H.15(519) under the heading "Bank Prime Loan," or if not so
published prior to 9:00 A.M. New York City time, on the
Calculation Date pertaining to such Prime Rate Interest
Determination Date, then the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the
Reuters Screen NYMF Page (as defined below) as such bank's prime
rate or base lending rates as in effect for that Prime Rate
Interest Determination Date. If fewer than four such rates but
more than one such rate appear on the Reuters Screen NYMF Page
for the Prime Rate Interest Determination Date, the Prime Rate
will be determined by the Calculation Agent and will be the
arithmetic mean of the prime rates, quoted on the basis of the
actual number of days in the year divided by a 360-day year, as
of the close of business on such Prime Rate Interest
Determination Date by four major money center banks in The City
of New York as selected by the Calculation Agent. If fewer than
two such quotations are provided, the Prime Rate shall be
determined by the Calculation Agent as of the close of business
on the Prime Rate Interest Determination Date, on the basis of
the prime rates, as of the close of business on such date,
furnished in The City of New York by the appropriate number of
substitute banks or trust companies organized and doing business
under the laws of the United States, or any State thereof, having
total equity capital of at least $500 million and being subject
to supervision or examination by Federal or State authority,
selected by the Calculation Agent to provide such rate or rates;
<PAGE>
provided, however, that if the banks selected as aforesaid are
not quoting as mentioned in this sentence, the Prime Rate for
such Prime Rate Interest Determination Date will be the Prime
Rate then in effect on such Prime Rate Interest Determination
Date.
"Reuters Screen NYMF Page" means the display designated as
page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major
United States banks).
Determination of Treasury Rate. Treasury Rate means, with
respect to an Interest Determination Date (a "Treasury Rate
Interest Determination Date"), the rate for the auction held on
such Treasury Rate Interest Determination Date of direct
obligations of the United States ("Treasury Bills") having the
Index Maturity specified on the face hereof, as published in
H.15(519) under the heading "U.S. Government Securities --
Treasury Bills -- auction average (investment)." If such rate is
not published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Treasury Rate Interest
Determination Date, the Treasury Rate will be the auction average
rate (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) on
such Treasury Rate Interest Determination Date as otherwise
announced by the United States Department of the Treasury. In
the event that the results of the auction of Treasury bills
having the Index Maturity specified on the face hereof are not
reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held on such Treasury
Rate Interest Determination Date, then the Treasury Rate for such
Treasury Rate Interest Determination Date shall be a yield to
maturity (expressed as a bond equivalent, on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Treasury
Rate Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation
Agent, for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified on the face hereof;
provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate with respect to such Treasury Rate
Interest Determination Date will be the Treasury Rate then in
effect on such Treasury Rate Interest Determination Date.
Determination of CMT Rate. CMT Rate means with respect to
an Interest Determination Date relating to a CMT Rate Note or any
Floating Rate Note for which the interest rate is determined by
reference to the CMT Rate (a "CMT Rate Interest Determination
Date"), the rate displayed on the designated CMT Telerate Page
under the caption "Treasury Constant Maturities . . . Federal
<PAGE>
Reserve Board Release H.15 . . . Mondays approximately 3:45
p.m.," under the column for the Designated CMT Maturity Index for
(i) if the Designate CMT Telerate Page is 7055, the rate on such
CMT Rate Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the Related CMT
Rate Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or if not displayed by
3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate for such CMT Rate Interest Determination Date
will be such Treasury Constant Maturity Rate for the Designated
CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or if not published by 3:00
p.m. New York City time, on the related Calculation Date, then
the CMT Rate for such CMT Rate Interest Determination Date will
be such Treasury Constant Maturity Rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Reset Date as
may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable
to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such
information is not provided by 3:00 p.m., New York City time, on
the related Calculation Date, then the CMT Rate for the CMT Rate
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time, on the CMT Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each a "Referenced Dealer") in The City of New York
selected by the Calculation Agent (from five such Referenced
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct, non-
callable fixed rate obligations of the United States ("Treasury
Note") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less
than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate Interest Determination
Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary
market side offer prices as of approximately 3:30 p.m. New York
City time, on the CMT Rate Interest Determination Date of three
Referenced Dealers in The City of New York (from five such
Referenced Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the even of equality,
one of the highest) and lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with original
<PAGE>
maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of
at least $100,000,000. If three or four (and not five) of such
Referenced Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor lowest of such quotes will
be eliminated; provided however, that if fewer than three
Referenced Dealers selected by the Calculation Agent are quoting
as described herein, the CMT Rate will be the CMT Rate in effect
on such CMT Rate Interest Determination Date. If two Treasury
Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the quotes for the CMT Rate
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated on the face of this
Note (or any other page as may replace such page on that service
for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)), or the purpose of displaying Treasury
Constant Maturity as reported in H.15(519). If no such page is
specified, the Designate CMT Telerate Page shall be 7052, for the
most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury Securities (either 1, 2, 3, 5, 7,
10, 20 or 30 years) specified on the fact of this Note with
respect to which the CMT Rate will be calculated. If no such
maturity is specified on the face of this Note, the Designated
CMT Maturity Index shall be two years.
Determination of Eleventh District Cost of Funds Rate.
Eleventh District Cost of Funds Rate means, with respect to an
Interest Determination Date relating to an Eleventh District Cost
of Funds Rate (an "Eleventh District Cost of Funds Rate Interest
Determination Date"), the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such
Eleventh District Cost of Funds Rate Interest Determination Date
as set forth under the caption "Eleventh District" on Telerate
page 7058 as of 11:00 a.m., San Francisco time, on such Eleventh
District Cost of Funds Rate Interest Determination Date. If such
rate does not appear on the Telerate page 7058 on any related
Eleventh District Cost of Funds Rate Interest Determination Date,
the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds Rate Interest Determination Date shall be
the monthly weighted average cost of funds paid by member
institutions of the Eleventh Federal Home Loan Bank District that
was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month preceding
the date of such announcement. If the FHLB of San Francisco
fails to announce such rate for the calendar month next preceding
such Eleventh District Cost of Funds Rate Interest Determination
<PAGE>
Date, then the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Interest Determination Date
will be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Interest Determination
Date. "Telerate Page 7058" means the display on the Dow Jones
Telerate Service on such page (or such other page as may replace
such page on the service for the purpose of displaying the
Eleventh District Cost of Funds Rate) for the purpose of
displaying the monthly average cost of the funds paid by member
institutions of the Eleventh Federal Home Loan Bank District.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified on the
face hereof. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law,
as the same may be modified by United States law of general
application.
At the request of the holder hereof, the Calculation Agent
will provide to the holder hereof the interest rate hereon then
in effect and, if determined, the interest rate which will become
effective as of the next Interest Reset Date.
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 30
days after the same becomes due, (ii) the Company'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 Company) 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 Company and the rights of the
holders of the Notes 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 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 Securities, to
waive compliance by the Company with certain provisions of the
<PAGE>
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 here for 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 Company, 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 supplemented 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 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 Company relating to the
Notes, upon surrender of this Note for registration of transfer
at the office or agency of the Company designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company 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 Company 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 Company, the Trustee and any agent of the Company
<PAGE>
or the Trustee 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 Company, the
Trustee 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 Company 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 Company 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.]
[Notes issued in bearer form or payable in a currency other than
U.S. dollars will contain certain legends and additional
provisions relating to payment, payment currency, transfer and
depositary procedures, as well as provisions relating to United
States tax and withholding laws]
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of the interim 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 Company, 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.
<PAGE>
[OPTION TO ELECT REPAYMENT]
The undersigned hereby irrevocably request(s) and
instruct(s) the Company 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 must receive at
______________, or at such other place or places of which the
Company 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 $1,000 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
Date _______________ correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.]
<PAGE>
<PAGE>
[FORM OF SUBORDINATED REGISTERED NOTE]
REGISTERED REGISTERED
NUMBER R______ $_______________
CUSIP 638585 ___
THIS NOTE IS NOT A SAVINGS ACCOUNT SEE REVERSE FOR CERTAIN DEFINITIONS
OR A DEPOSIT, IS NOT AN OBLIGATION AND ADDITIONAL PROVISIONS
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.
NATIONSBANK CORPORATION
______% SUBORDINATED NOTE, DUE ____
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
_________________________ DOLLARS1 on _____________________,
19___,2 and to pay interest on said principal sum, semi-
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.
<PAGE>
annually3 in arrears on ____________________ and
___________________ of each year, at the rate of ___% per
annum4, 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 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 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 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 to the person entitled thereto at his address last
appearing on the Security Register of the Company relating to the
Notes. Any interest not punctually paid or duly provided for
shall be payable as provided in such Indenture.5
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
<PAGE>
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 by manual signature, this
Note shall not be entitled to any benefit under such Indenture,
or be valid or obligatory for any purpose.
3
<PAGE>
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:
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.
THE BANK OF NEW YORK, as
Trustee,
[By: ,
as Authenticating Agent]
By:
Authorized Signatory
4
<PAGE>
[Reverse Side of Note]
NATIONSBANK CORPORATION
______% SUBORDINATED NOTE, DUE __________
This Note is one of a duly authorized issue of Securities of
the Company designated as its _____% Subordinated 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 The Bank of New York
(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 the terms upon which
the Notes are, and are to be, authenticated and delivered.
[___________________________ initially has been appointed
Security Registrar, Authenticating and Paying Agent in connection
with the Notes.]
The Indebtedness of the Company 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 thereof, agrees to and shall be
bound by such provisions of the Indenture.
[Except as otherwise provided herein,] the Notes of this
series are not subject to redemption at the option of the Company
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 Company relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Company designated by it
pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
6 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.
5
<PAGE>
Company 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
coupons7 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.
No service charge will be made for any such registration of
transfer or exchange, but the Company 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 Company, the Trustee and any agent of the Company 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 Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.
If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy of the Company) 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 Company.
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 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
7 This form provides for Notes issuable only in registered
form. If Notes of a series are also issuable in bearer form, the
form, as used, will be modified to the extent applicable to
reflect that such Notes may also be issuable in bearer form,
including but not limited to any provisions regarding the
exchange of Notes issued in one form for Notes issued in the
other form.
6
<PAGE>
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 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 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 Company, 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 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 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.
__________
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)
7
<PAGE>
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 Company, 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.
8
<PAGE>
[FORM OF SUBORDINATED BEARER NOTE AND
FORM OF COUPON]
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 SECURITY NOR ANY PORTION HEREOF MAY BE IN CONNECTION WITH
ITS ORIGINAL ISSUANCE BE OFFERED FOR SALE OR RESALE, SOLD OR RESOLD, OR
DELIVERED, DIRECTLY OR INDIRECTLY, TO A PERSON WHO IS WITHIN 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 DELIVERY OF THE OBLIGATION (OR ON
ISSUANCE, IF THE OBLIGATION IS NOT IN DEFINITIVE FORM) 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.
BEARER BEARER
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
NATIONSBANK CORPORATION
______% SUBORDINATED NOTE, DUE ____
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 Note, the
principal sum of _________________________ DOLLARS1 on
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
(continued...)
<PAGE>
_____________________, 19___,2 and to pay interest on said
principal sum to the bearer, semi-annually3 in arrears on
____________________ and ___________________ of each year, at the
rate of ___% per annum,4 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 the date hereof, until
payment of the principal amount hereof has been made or duly
provided for.
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, 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 offices
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
1(...continued)
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.
<PAGE>
Samoa, Wake Island and Northern Mariana Islands) (the "United
States") as the Company may designate, by check drawn on a bank
in ______________ mailed to an address outside the United States,
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 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 such purpose by the Company in accordance with the
Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions. Interest on this Note
shall be payable only upon presentation and surrender at such an
office or agency of the interest coupons hereto attached as they
severally mature. Any interest not punctually paid or duly
provided for shall be payable as provided in such Indenture.
The Company will pay to the holder of this Note 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 this 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 below) 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
this 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;
<PAGE>
(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 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 this 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 this Note or any related coupon. Except as specifically
provided in the Notes of this series, the Company shall not be
<PAGE>
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 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 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 its 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.
Notwithstanding the foregoing, if and so long as the
certification, identification or other reporting requirements
with respect to any and all Notes of this series 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 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
made outside the United States by the Company or any of its
paying agents of principal or interest due in respect of any
Bearer Note (as defined on the reverse hereof) 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,
<PAGE>
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
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 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 by manual signature,
neither this Note nor any related coupon shall be entitled to any
benefit under such Indenture, or be valid or obligatory for any
purpose.
<PAGE>
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 and coupons bearing the
facsimile signature to be annexed hereto.
NATIONSBANK CORPORATION,
Attest:
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.
THE BANK OF NEW YORK, as
Trustee,
[By: ,
as Authenticating Agent]
By:
Authorized Signatory
<PAGE>
[Reverse Side of Note]
NATIONSBANK CORPORATION
______% SUBORDINATED NOTE, DUE __________
This Note is one of a duly authorized issue of Securities of
the Company designated as its _____% Subordinated 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 The Bank of New York
(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
and Paying Agent in connection with the Notes.]
The Indebtedness of the Company 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 thereof, agrees to and shall be
bound by such provisions of the Indenture.
The Notes are issuable in bearer form ("Bearer Notes"), with
interest coupons attached, in denominations of $__________, and
in fully registered form ("Registered Notes"), without coupons,
in denominations of $_______________ and integral multiples in
excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Bearer Notes and
Registered Notes of this series are exchangeable for a like
aggregate principal amount of Registered Notes of this series and
of like tenor and 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, to the 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 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.
Title to Bearer Notes of this series and any related coupons
shall pass by delivery. As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of
<PAGE>
Registered Notes of this series 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
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.
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 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 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.]
The Notes 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
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.
<PAGE>
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
rulings, which amendment or change is effective on or after
__________, 19__, the Company will become obligated to pay
additional amounts (as described on the face 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 then
due, and (b) at the time notice of such redemption is given, such
obligation to pay such additional amounts remains in effect.
Immediately prior to the giving of any notice of redemption
pursuant to 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 the
Company to such effect based on such statement of facts.
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 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 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, as a whole but not
in part, at a redemption price equal to 100% of their principal
<PAGE>
amount, together with interest accrued to the date fixed for
redemption, or (y) if and so long as any such certification,
identification or other reporting requirement would be fully
satisfied by payment of a backup withholding tax or similar
charge, pay to the holders of Bearer Notes who are United States
Aliens certain additional amounts specified in the Bearer Notes
of this series. 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 or will pay to the
holders of Bearer Notes who are United States Aliens the
additional amounts specified in the Bearer Notes of this series
and (if applicable) the last date by which the redemption of the
Notes must take place. If the Company elects to redeem the
Notes, 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 shall cause notice thereof to be duly
given in the manner provided below. Notwithstanding the
foregoing, the Company will not so redeem the Notes if the
Company subsequently determines, not less than __ days prior to
the date fixed for redemption, that subsequent payments on Notes
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 such additional amounts to the holders of
Bearer Notes who are United States Aliens, and as long as the
Company is obligated to pay such additional amounts to such
holders, the Company may subsequently redeem the Notes, 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.
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.
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
<PAGE>
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 date fixed for
redemption.
If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy of the Company) 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 Company.
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
Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and any related coupons and of
any Note issued 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 Company, which is absolute and unconditional, to pay the
principal of and interest (including any additional amounts, as
described herein) 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 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
<PAGE>
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.
The Indenture, the Notes 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 Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
<PAGE>
[FORM OF COUPON]
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 UNITED
STATES INTERNAL REVENUE CODE.
NATIONSBANK CORPORATION
____% SUBORDINATED NOTE, DUE ________
Coupon Number*
Principal Amount: Due___________
Unless the Note to which this coupon appertains shall have
been called for previous redemption and payment thereof duly
provided for, on the date set forth herein, NATIONSBANK
CORPORATION (the "Company") will pay to bearer, upon surrender
hereof at the Paying Agents set out on the reverse hereof or at
such other offices or agencies (which, except as otherwise
provided in the Note to which this coupon appertains, shall be
located 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 from time to time,
interest on the principal amount of such Note as specified above
(together with any additional amounts in respect thereof which
the Company may be required to pay according to the terms of such
Note), in such coin or currency as specified above as at the time
of payment shall be legal tender for the payment of public and
private debts. Payment on this coupon shall be made, at the
option of the bearer hereof and subject to any applicable laws
and regulation, by a check mailed to an address outside the
United States furnished by such bearer or by wire transfer to an
account maintained by the payee with a bank located outside the
United States.
NATIONSBANK CORPORATION
[CORPORATE SEAL]
Attest: By:__________________________
By:__________________________
*The coupon number, the interest amount due in the specified
currency and the due date should appear in the right hand section
of the face of the coupon.
<PAGE>
[FORM OF REVERSE OF COUPON]
Paying Agents:
<PAGE>
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 COMPANY AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
REGISTERED REGISTERED
NUMBER FXR _________ $__________
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES ___ CUSIP 638585 ____
(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:2
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
1 Applies only if this Note is a Global Note.
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.
<PAGE>
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
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
2
<PAGE>
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 Company designated as provided in the Indenture;
provided, however, that interest may be paid, at the option of
the Company, by check mailed to the person entitled thereto at
his address last appearing on the registry books of the Company
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 Company has caused this Instrument
to be duly executed, by manual or facsimile signature, under its
corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION
By: ___________________________
Title:
[SEAL]
ATTEST:
3
<PAGE>
By:___________________________
_________ Secretary
4
<PAGE>
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
5
<PAGE>
[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 Company 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 Company 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 Company, 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 Company'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 COMPANY 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 Company 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.
6
<PAGE>
This Note may be redeemed at the option of the Company 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 COMPANY 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 Company 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 Company, 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 Company) 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 Company.
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 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 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 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 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.
7<PAGE>
No reference herein to the Indenture and no provision of
this 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 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 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 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 Company relating to the
Notes, upon surrender of this Note for registration of transfer
at the office or agency of the Company designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company 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 Company 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 Company, the Issuing and Paying Agent and any
agent of the Company 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 Company, the Issuing and Paying Agent
nor any such agent shall be affected by notice to the contrary.
8
<PAGE>
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 Company 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 Company 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.]
[Notes issued in bearer form or payable in a currency other
than U.S. dollars will contain certain legends and additional
provisions relating to payment, payment currency, transfer and
depositary procedures as well as provisions relating to United
States tax and withholding laws.]
9
<PAGE>
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 Company, 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.
10
<PAGE>
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company 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 Issuing and Paying Agent
must receive at __________________, or at such other place or
places of which the Company 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.]
11
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 COMPANY AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED REGISTERED
NUMBER FLR _______ $_________
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES __
(Floating Rate)
CUSIP 638585 _________
ORIGINAL ISSUE DATE: BASE RATE:
STATED MATURITY DATE: (check one)
FINAL MATURITY DATE: ___CD Rate
INITIAL INTEREST RATE: ___Commercial Paper Rate
INDEX MATURITY FOR INITIAL ___LIBOR ____________
INTEREST RATE (IF DIFFERENT): ___Federal Funds Rate
INDEX MATURITY: ___Prime Rate
INDEX MATURITY FOR FINAL ___Treasury Rate
INTEREST PAYMENT PERIOD ___CMT Rate
(IF DIFFERENT): CMT Telerate Page:____
SPREAD: CMT Maturity Index:___
SPREAD MULTIPLIER: ___Eleventh District Cost
MAXIMUM INTEREST RATE: of Funds Rate
MINIMUM INTEREST RATE: ___Other:________________
INTEREST PAYMENT DATES:
INTEREST RATE RESET DATES:
INTEREST RATE RESET PERIOD:
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OPTIONAL PAYMENT DATE(S):
CALCULATION AGENT:
ADDITIONAL TERMS:2
1 Applies only if this Note is a Global Security.
<PAGE>
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 the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon at a rate per annum equal to the
Initial Interest Rate specified above until the Initial Interest
Reset Date specified above and thereafter at a rate determined in
accordance with the provisions on the reverse hereof, depending
upon the appropriate Base Rate and Index Maturity specified
above, until the principal hereof is paid or duly made available
for payment. The Company will pay interest on the Interest
Payment Dates specified above, commencing with 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 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
repayable 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 as hereinafter described.
Interest payable on this Note on any Interest Payment Date or the
Maturity Date will include 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
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.
<PAGE>
has been paid, from the Original Issue Date specified above, to
but excluding such Interest Payment Date or Maturity Date, as the
case may be; provided, however, that if the Interest Rate Reset
Period with respect to this Note is daily or weekly, interest
payable on any Interest Payment Date or the Maturity Date will
include interest accrued from but excluding the Regular Record
Date through which interest has been paid to and including the
Regular Record Date next preceding such Interest Payment Date,
except that interest payable on any such Maturity Date will
include interest accrued to, but excluding, such Maturity Date.
If any Interest Payment Date falls on a day which is not a
Business Day, as defined below, such Interest Payment Date shall
be the following day that is a Business Day, except that if the
Base Rate is LIBOR, if such next Business Day falls in the next
succeeding calendar month, such Interest Payment Date will be the
preceding day that is a Business Day; and if the Maturity Date
falls on a day which is not a Business Day, principal or interest
payable with respect to such Maturity Date will be paid on the
next succeeding Business Day with the same force and effect as if
made on such Maturity Date, and no additional interest shall
accrue for the period from and after such Maturity 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 date 15 calendar days prior to such
Interest Payment Date, whether or not a Business Day (the
"Regular Record 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 such 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, (i) on which banks in The City of New York, Charlotte,
North Carolina or ___________ are not authorized or required by
law to be closed and (ii) if the Base Rate is LIBOR, is a day on
which dealings in deposits on U.S. dollars are transacted in the
London interbank market.
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 Company designated as provided in the Indenture;
provided, however, that interest may be paid, at the option of
the Company, by check mailed to the person entitled thereto at
his address last appearing on the registry books of the Company
<PAGE>
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 the
Issuing and Paying Agent at NationsBank of Georgia, National
Association, as Issuing and Paying Agent, 600 Peachtree Street,
Suite 900, Atlanta, Georgia 60608 (the "Corporate Trust Office").
Reference is hereby 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 Company 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:
ATTEST:
ATTEST:
____________________________
Secretary
<PAGE>
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
<PAGE>
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES __
(Floating Rate)
This Medium-Term Note is one of a duly authorized series of
Securities of the Company 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 Company 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 Company, 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 Company's
Subordinated Medium-Term Notes, Series __, 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 COMPANY 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 only if Optional Repayment Date(s) are 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 below entitled "Option to Elect Repayment" duly completed,
by the Issuing and Paying Agent at the Corporate Trust Office, or
such other address of which the Company 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.
<PAGE>
This Note may be redeemed at the option of the Company 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 COMPANY 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 Company 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 Company, 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.
Accrued interest hereon shall be calculated by multiplying
the face amount hereof by an accrued interest factor. Such
accrued interest factor shall be computed by adding the interest
factor calculated for each day from and including Original Issue
Date, 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 shall be computed by
dividing the interest rate in effect on such day by 360 or, in
the case of Notes having the Treasury Rate as their Base Rate, by
the actual number of days in the year.
The Base Rate (as defined herein) with respect to this Note
may be (i) the CD Rate, (ii) the Commercial Paper Rate, (iii)
LIBOR, (iv) the Federal Funds Rate, (v) the Prime Rate, (vi) the
Treasury Rate, (vii) the CMT Rate, (viii) the Eleventh District
Cost of Funds Rate or (ix) such other rate as will be described
on the face hereof and a rider to this Note.
Except as described below, this Note will bear interest at
the rate determined by reference to the appropriate interest rate
basis (the "Base Rate") and Index Maturity shown on the face
hereof (i) plus or minus the Spread, if any, or (ii) multiplied
by the Spread Multiplier, if any, specified on the face hereof.
The interest rate in effect on each day shall be (a) if such day
is an Interest Reset Date, the interest rate determined as of the
Interest Determination Date (as defined below) pertaining to such
Interest Reset Date or (b) if such day is not an Interest Reset
<PAGE>
Date, the interest rate determined as of the Interest
Determination Date pertaining to the next preceding Interest
Reset Date, provided that (i) the interest rate in effect from
the Original Issue Date to the first Interest Reset Date shall be
the Initial Interest Rate specified on the face hereof, and (ii)
the interest rate in effect for the ten calendar days immediately
prior to the Maturity Date shall be the rate in effect on the
tenth calendar day preceding such Maturity Date. If any Interest
Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next day that
is a Business Day, except that if the Base Rate specified on the
face hereof is LIBOR, if such next Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day. The term "Final Interest
Payment Period" means the period from the final Interest Reset
Date to the Maturity Date.
The Interest Determination Date with respect to any Note
that has as its Base Rate the CD Rate, the Commercial Paper Rate,
the Federal Funds rate, the Prime Rate or the CMT Rate will be
the second Business Day preceding the Interest Reset Date. The
Interest Determination Date with respect to LIBOR shall be the
second London Banking Day (as defined below) preceding the
Interest Reset Date. The Interest Determination Date with
respect to the Eleventh District Cost of Funds Rate will be the
last Business Day of the month immediately preceding such
Interest Reset Date in which the Federal Home Loan Bank of San
Francisco (the "FHLB") publishes such Index (as defined below);
and the Interest Determination Date with respect to the Treasury
Rate shall be the day of the week in which the Interest Reset
Date falls on which Treasury bills of the Index Maturity
specified on the face hereof normally would be auctioned;
provided, however, that if as a result of a legal holiday an
auction is held on the Friday of the week preceding the Interest
Reset Date, the related Interest Determination Date shall be such
preceding Friday; and provided, further, that if an auction shall
fall on any Interest Reset Date then the Interest Reset Date
shall instead be the first Business Day following such auction.
The "Calculation Date" pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar
day after such Interest Determination Date or, if such day is not
a Business Day, the next succeeding Business Day, or (ii) the
Business Day next preceding the applicable Interest Payment Date
or Maturity Date, as the case may be.
All percentages resulting from any calculation on the Notes
will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward, and all
dollar amounts used in or resulting from such calculation on the
Notes will be rounded to the nearest cent (with one-half cent
being rounded upward).
<PAGE>
Determination of CD Rate. CD Rate means, with respect to an
Interest Determination Date (a "CD Rate Interest Determination
Date"), the rate on such CD Rate Interest Determination Date for
negotiable certificates of deposit having the Index Maturity
specified on the face hereof, as such rate is published by the
Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") in "Statistical Release H.15(519), Selected
Interest Rates," or any successor publication of the Federal
Reserve Board ("H.15(519)"), under the heading "CDs (Secondary
Market)," or, if not so published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such CD Rate Interest
Determination Date, the CD Rate will be the rate on such CD Rate
Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified on the face hereof, as
published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading
"Certificates of Deposit." If such rate is not published in
either H.15(519) or the Composite Quotations by 3:00 P.M., New
York City time, on such Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City
time, on such CD Rate Interest Determination Date, of three
leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent
for negotiable certificates of deposit of major United States
money center banks of the highest credit standing (in the market
for negotiable certificates of deposit) with a remaining maturity
closest to the Index Maturity specified on the face hereof in
denominations of $5,000,000; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not
quoting as set forth above, the CD Rate for such CD Rate Interest
Determination Date will be the CD Rate in effect on such CD Rate
Interest Determination Date.
Determination of Commercial Paper Rate. The Commercial
Paper Rate means, with respect to an Interest Determination Date
(a "Commercial Paper Rate Interest Determination Date"), the
Money Market Yield (as defined below) of the rate on such date
for commercial paper having the Index Maturity specified on the
face hereof as published in H.15(519) under the heading
"Commercial Paper." In the event such rate is not published by
3:00 P.M., New York City time, on the Calculation Date pertaining
to such Commercial Paper Rate Interest Determination Date, the
Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Rate Interest Determination Date of the rate for
commercial paper having the Index Maturity specified on the face
hereof as published in Composite Quotations under the heading
"Commercial Paper." If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City
time, on such Calculation Date, the Commercial Paper Rate for
that Commercial Paper Rate Interest Determination Date shall be
<PAGE>
calculated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00
A.M., New York City time, on such Commercial Paper Rate Interest
Determination Date of three leading dealers of commercial paper
in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity specified on the face
hereof placed for an industrial issuer whose bond rating is "AA",
or the equivalent, by a nationally recognized statistical rating
agency; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as set forth
above, the Commercial Paper Rate with respect to such Commercial
Paper Rate Interest Determination Date will be the Commercial
Paper Rate then in effect on such Commercial Paper Rate Interest
Determination Date.
"Money Market Yield" shall be the yield (expressed as a
percentage rounded to the nearest one ten-thousandth of a
percent, with five one hundred-thousandths of a percent rounded
upward) calculated in accordance with the following formula:
Money Market Yield = [(Dx360 / 360 - (DxM))] 100
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and
"M" refers to the actual number of days in the interest period
for which interest is being calculated.
Determination of LIBOR. LIBOR means the rate determined by
the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date (a
"LIBOR Interest Determination Date"), LIBOR will be "LIBOR
Telerate" unless "LIBOR Reuters" is specified on the face of
this Note or LIBOR Telerate is not available. "LIBOR
Telerate" is the rate for deposits in the LIBOR Currency (as
defined below) having the Index Maturity specified on the
face hereof that appears on the Designated LIBOR Page (as
defined below) specified on the face hereof as of 11:00 A.M.
London time, on that LIBOR Interest Determination Date.
"LIBOR Reuters" is that rate which is the arithmetic mean of
the offered rates (unless the specified Designated LIBOR
Page by its terms provides only for a single rate, in which
case such single rate shall be used) for deposits in the
LIBOR Currency having the Index Maturity specified on the
face hereof that appear on the Designated LIBOR Page
specified on the face hereof as of 11:00 A.M. London time,
on that LIBOR Interest Determination Date, if at least two
such offered rates appear (unless, as aforesaid, only a
single rate is required) on such Designated LIBOR Page. If
LIBOR cannot be determined under this clause (i), LIBOR in
respect of the related LIBOR Interest Determination Date
<PAGE>
will be determined as if the parties had specified the rate
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which LIBOR cannot be determined under clause (i)
above, the Calculation Agent will request the principal
London offices of each of four major reference banks in the
London interbank market, as selected by the Calculation
Agent to provide the Calculation Agent with its offered
quotation for deposits in the LIBOR Currency for the period
of the Index Maturity specified on the face hereof to prime
banks in the London interbank market at approximately 11:00
A.M., London time, on such LIBOR Interest Determination Date
and in a principal amount that is representative for a
single transaction in such LIBOR Currency in such market at
such time. If at least two such quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of such quotations. If fewer
than two such quotations are provided, LIBOR for such LIBOR
Interest Determination Date will be the arithmetic mean of
the rates quoted at approximately 11:00 A.M. in the
applicable Principal Financial Center (as defined below), on
such LIBOR Interest Determination Date by three major banks
in such Principal Financial Center selected by the
Calculation Agent for loans in the LIBOR Currency to leading
European banks, having the Index Maturity specified on the
face hereof and in a principal amount that is representative
for a single transaction in such LIBOR Currency in such
market at such time; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR determined on such LIBOR
Interest determination Date will be LIBOR then in effect on
such LIBOR Interest Determination Date.
"LIBOR Currency" means the currency (including composite
currencies) specified on the face hereof for which LIBOR shall be
calculated. If no such currency is specified on the face hereof,
the LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Telerate"
is specified on the face hereof, the display on the Dow Jones
Telerate Service for the purpose of displaying the London
interbank rates of major banks for the applicable LIBOR Currency
or (b) if "LIBOR Reuters" is specified on the face hereof, the
display on the Reuters Monitor Money Rates Service for the
purpose of displaying the London interbank rates of major banks
for the applicable LIBOR Currency. If neither LIBOR Telerate nor
LIBOR Reuters is specified on the face hereof, LIBOR for the
applicable LIBOR Currency will be determined as if LIBOR Telerate
(and, if the U.S. dollar is the LIBOR Currency, LIBO Page) had
been specified.
<PAGE>
"Principal Financial Center" shall generally be the capital
city of the country of the specified LIBOR Currency, except that
with respect to U.S. dollars, Deutsche Marks and ECUs, the
Principal Financial Center shall be The City of New York,
Frankfurt and Luxembourg, respectively.
Determination of Federal Funds Rate. The Federal Funds Rate
means, with respect to an Interest Determination Date (a "Federal
Funds Rate Interest Determination Date"), the rate on that date
for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." If H.15(519) is not so published by
3:00 P.M., New York City time, on the Calculation Date pertaining
to such Federal Funds Rate Interest Determination Date, the
Federal Funds Rate will be the rate on such Federal Funds Rate
Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate." If such rate
is not yet published in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Rate Interest Determination
Date, the Federal Funds Rate for such Federal Funds Rate Interest
Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last
transaction in overnight Federal Funds as of 9:00 A.M., New York
City time, on such Federal Funds Rate Interest Determination Date
quoted by each of three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation
Agent; provided, however, that if fewer than three such brokers
are so quoting such rates, the Federal Funds Rate with respect to
such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate then in effect on such Federal Funds Rate
Interest Determination Date.
Determination of Prime Rate. Prime Rate means, with respect
to an Interest Determination Date (a "Prime Rate Interest
Determination Date"), the rate set forth on such date in
H.15(519) under the heading "Bank Prime Loan," or if not so
published prior to 9:00 A.M. New York City time, on the
Calculation Date pertaining to such Prime Rate Interest
Determination Date, then the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the
Reuters Screen NYMF Page (as defined below) as such bank's prime
rate or base lending rates as in effect for that Prime Rate
Interest Determination Date. If fewer than four such rates but
more than one such rate appear on the Reuters Screen NYMF Page
for the Prime Rate Interest Determination Date, the Prime Rate
will be determined by the Calculation Agent and will be the
arithmetic mean of the prime rates, quoted on the basis of the
actual number of days in the year divided by a 360-day year, as
of the close of business on such Prime Rate Interest
Determination Date by four major money center banks in The City
of New York as selected by the Calculation Agent. If fewer than
two such quotations are provided, the Prime Rate shall be
<PAGE>
determined by the Calculation Agent as of the close of business
on the Prime Rate Interest Determination Date, on the basis of
the prime rates, as of the close of business on such date,
furnished in The City of New York by the appropriate number of
substitute banks or trust companies organized and doing business
under the laws of the United States, or any State thereof, having
total equity capital of at least $500 million and being subject
to supervision or examination by Federal or State authority,
selected by the Calculation Agent to provide such rate or rates;
provided, however, that if the banks selected as aforesaid are
not quoting as mentioned in this sentence, the Prime Rate for
such Prime Rate Interest Determination Date will be the Prime
Rate then in effect on such Prime Rate Interest Determination
Date.
"Reuters Screen NYMF Page" means the display designated as
page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major
United States banks).
Determination of Treasury Rate. Treasury Rate means, with
respect to an Interest Determination Date (a "Treasury Rate
Interest Determination Date"), the rate for the auction held on
such Treasury Rate Interest Determination Date of direct
obligations of the United States ("Treasury Bills") having the
Index Maturity specified on the face hereof, as published in
H.15(519) under the heading "U.S. Government Securities --
Treasury Bills -- auction average (investment)." If such rate is
not published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Treasury Rate Interest
Determination Date, the Treasury Rate will be the auction average
rate (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) on
such Treasury Rate Interest Determination Date as otherwise
announced by the United States Department of the Treasury. In
the event that the results of the auction of Treasury bills
having the Index Maturity specified on the face hereof are not
reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held on such Treasury
Rate Interest Determination Date, then the Treasury Rate for such
Treasury Rate Interest Determination Date shall be a yield to
maturity (expressed as a bond equivalent, on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Treasury
Rate Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation
Agent, for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified on the face hereof;
provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate with respect to such Treasury Rate
<PAGE>
Interest Determination Date will be the Treasury Rate then in
effect on such Treasury Rate Interest Determination Date.
Determination of CMT Rate. CMT Rate means with respect to
an Interest Determination Date relating to a CMT Rate Note or any
Floating Rate Note for which the interest rate is determined by
reference to the CMT Rate (a "CMT Rate Interest Determination
Date"), the rate displayed on the designated CMT Telerate Page
under the caption "Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays approximately 3:45
p.m.," under the column for the Designated CMT Maturity Index for
(i) if the Designate CMT Telerate Page is 7055, the rate on such
CMT Rate Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the Related CMT
Rate Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or if not displayed by
3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate for such CMT Rate Interest Determination Date
will be such Treasury Constant Maturity Rate for the Designated
CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or if not published by 3:00
p.m. New York City time, on the related Calculation Date, then
the CMT Rate for such CMT Rate Interest Determination Date will
be such Treasury Constant Maturity Rate for the Designated CMT
Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Reset Date as
may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable
to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such
information is not provided by 3:00 p.m., New York City time, on
the related Calculation Date, then the CMT Rate for the CMT Rate
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time, on the CMT Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each a "Referenced Dealer") in The City of New York
selected by the Calculation Agent (from five such Referenced
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct, non-
callable fixed rate obligations of the United States ("Treasury
Note") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less
than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such CMT Rate Interest Determination
<PAGE>
Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary
market side offer prices as of approximately 3:30 p.m. New York
City time on the CMT Rate Interest Determination Date of three
Referenced Dealers in The City of New York (from five such
Referenced Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the even of equality,
one of the highest) and lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with original
maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of
at least $100,000,000. If three or four (and not five) of such
Referenced Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor lowest of such quotes will
be eliminated; provided however, that if fewer than three
Referenced Dealers selected by the Calculation Agent are quoting
as described herein, the CMT Rate will be the CMT Rate in effect
on such CMT Rate Interest Determination Date. If two Treasury
Notes with an original maturity as described in the third
preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the quotes for the CMT Rate
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated on the face of this
Note (or any other page as may replace such page on that service
for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)), or the purpose of displaying Treasury
Constant Maturity as reported in H.15(519). If no such page is
specified, the Designate CMT Telerate Page shall be 7052, for the
most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury Securities (either 1, 2, 3, 5, 7,
10, 20 or 30 years) specified on the fact of this Note with
respect to which the CMT Rate will be calculated. If no such
maturity is specified on the face of this Note, the Designated
CMT Maturity Index shall be two years.
Determination of Eleventh District Cost of Funds Rate.
Eleventh District Cost of Funds Rate means, with respect to an
Interest Determination Date relating to an Eleventh District Cost
of Funds Rate (an "Eleventh District Cost of Funds Rate Interest
Determination Date"), the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such
Eleventh District Cost of Funds Rate Interest Determination Date
as set forth under the caption "Eleventh District" on Telerate
page 7058 as of 11:00 a.m., San Francisco time, on such Eleventh
District Cost of Funds Rate Interest Determination Date. If such
rate does not appear on the Telerate page 7058 on any related
Eleventh District Cost of Funds Rate Interest Determination Date,
<PAGE>
the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds Rate Interest Determination Date shall be
the monthly weighted average cost of funds paid by member
institutions of the Eleventh Federal Home Loan Bank District that
was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month preceding
the date of such announcement. If the FHLB of San Francisco
fails to announce such rate for the calendar month next preceding
such Eleventh District Cost of Funds Rate Interest Determination
Date, then the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Interest Determination Date
will be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Interest Determination
Date. "Telerate Page 7058" means the display on the Dow Jones
Telerate Service on such page (or such other page as may replace
such page on the service for the purpose of displaying the
Eleventh District Cost of Funds Rate) for the purpose of
displaying the monthly average cost of the funds paid by member
institutions of the Eleventh Federal Home Loan Bank District.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified on the
face hereof. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law,
as the same may be modified by United States law of general
application.
At the request of the holder hereof, the Calculation Agent
will provide to the holder hereof the interest rate hereon then
in effect and, if determined, the interest rate which will become
effective as of the next Interest Reset Date.
If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy of the Company) 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 Company.
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 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 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
<PAGE>
other Securities then outstanding under the Indenture and
affected thereby, on behalf of the holders of all such
Securities, 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 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
here for 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 Company, 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 supplemented 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 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 Company relating to the
Notes, upon surrender of this Note for registration of transfer
at the office or agency of the Company designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company 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 Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
<PAGE>
Prior to due presentment for registration of transfer of
this Note, the Company, the Issuing and Paying Agent and any
agent of the Company 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 Company, 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 Company 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 Company 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.]
[Notes issued in bearer form or payable in a currency other than
U.S. dollars will contain certain legends and additional
provisions relating to payment, payment currency, transfer and
depositary procedures, as well as provisions relating to United
States tax and withholding laws]
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of the interim 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 Company, 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.
<PAGE>
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company 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 Issuing and Paying agent
must receive at ______________, or at such other place or places
of which the Company 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 $1,000 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
Date:_______________ correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.]
<PAGE>
[FORM OF TEMPORARY GLOBAL SUBORDINATED BEARER NOTE]
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 TEMPORARY GLOBAL NOTE NOR ANY PORTION HEREOF MAY IN
CONNECTION WITH ITS ORIGINAL ISSUANCE OR DURING THE __ DAYS FOLLOWING THE DATE
OF ORIGINAL ISSUANCE HEREOF 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)(B)(4) 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]
THIS NOTE IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR
ONE OR MORE PERMANENT GLOBAL NOTES OF THIS SERIES, WITHOUT COUPONS, FOR
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] (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 TEMPORARY 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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST
IN A PERMANENT GLOBAL NOTE, THIS TEMPORARY 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 TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF.
BEARER BEARER
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
NATIONSBANK CORPORATION
TEMPORARY GLOBAL BEARER NOTE
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 Temporary Global
<PAGE>
Note, the principal sum of ______________________ DOLLARS1 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 the date hereof, until
payment of the principal amount hereof has been made or duly
provided for.
This Temporary Global Note shall be exchanged in whole or
from time to time in part for (i) a permanent global Note of this
series, without interest coupons, (ii) definitive Notes of this
series in bearer form ("Bearer Notes"), with interest coupons
attached, (iii) definitive Notes of this series in registered
form ("Registered Notes"), without interest coupons, or (iv) a
combination of the foregoing, provided that the interest in this
Temporary Global Note being exchanged 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 Temporary Global Note shall
be in authorized denominations and be of like tenor and of an
equal aggregate principal amount as the portion of this Temporary
Global Note to be exchanged, and provided further that, unless
the Company agrees otherwise, definitive Bearer Notes of this
series or definitive Registered Notes of this series will be
issued in
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.
<PAGE>
exchange for this Temporary Global Note, or any portion
hereof, only if prior to the issuance of this Temporary 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.").
In the event that this Temporary Global Note or any portion
hereof is exchanged for one or more permanent global Notes of
this series or an interest therein, such permanent global Note
will be deposited in [London] with the main office in [London] of
the Common Depositary for Euroclear and CEDEL S.A. Any exchange
of this Temporary Global Note or portion hereof, whether for a
permanent global Note of this series or an interest therein, 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 S.A., only (i)
on or after a date which is at least __ days after the date of
original issuance hereof (the "Exchange Date") and (ii) in
accordance with the procedures and certification requirements set
forth in the Indenture. Upon exchange of any portion of this
Temporary Global Note for a permanent global Note of this series
or 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 Temporary
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 by the
aggregate principal amount to be entered on the permanent global
Note of this series, 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 a permanent global
Note of this series or interests therein or one or more
definitive Registered Notes of this series or one or more
definitive Bearer Notes of this series, or both, this Temporary
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 permanent global Note of this series
or definitive Registered Note of this series or definitive Bearer
Note of this series.
Except as provided in the next paragraph, neither the holder
of this Temporary Global Note nor any beneficial owner of any
portion of this Temporary Global Note shall be entitled to
receive payment of accrued interest hereon until this Temporary
Global Note or the relevant portion hereof has been exchanged for
a permanent global Note of this series or an interest therein or
for one or more definitive Registered Notes of this series or one
or more definitive Bearer Notes of this series or a combination
thereof, as provided herein and in the Indenture.
The principal and any interest in respect of any portion of
this Temporary 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 permanent
global Note of this series or interests therein or a definitive
Registered Note or Notes of this series or a definitive Bearer
<PAGE>
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 Temporary Global Note held for its account upon compliance
with the procedures and certification requirements set forth in
the Indenture. 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 Temporary 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, but any such interest will only be so credited upon
receipt in each case of written certification and the
satisfaction of any other requirements to the effect described in
the Indenture. If such interest payment date occurs on or after
the Exchange Date, Euroclear or CEDEL S.A., as the case may be,
following the receipt of such written certification shall
exchange, in accordance with the procedures set forth in the
Indenture, the portion of the Temporary Global Note that relates
to such certificate for definitive Notes (which, in the absence
of instructions to the contrary, shall be an interest in a
permanent global Note). Any interest so received by Euroclear
and CEDEL S.A. and not paid as herein provided shall be returned
to the Trustee or the applicable paying agent immediately prior
to the expiration of two years after such interest payment date
in order to be repaid to the Company in accordance with the
Indenture.
The principal of and interest on this Temporary 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 Temporary 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
Temporary Global Note due on or before maturity shall be payable
only upon presentation at such an office or agency of this
Temporary Global Note.
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
<PAGE>
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
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
<PAGE>
(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 Temporary
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 Temporary
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
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.
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
Temporary 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 Temporary 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,
<PAGE>
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 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
Temporary 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 Temporary Global Note shall not be entitled to any benefit
under such Indenture, or be valid or obligatory for any purpose.
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:
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
[By: ______________________,
as Authenticating Agent]
By: ______________________
Authorized Signatory
<PAGE>
[Reverse Side of Note]
This Temporary Global Note is one of a duly authorized issue
of Securities of the Company designated as its ____% Subordinated
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 The Bank of New
York (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.]
The Indebtedness of the Company 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 thereof, agrees to and shall be
bound by such provisions of the Indenture.
The Notes of this series of which this Temporary 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
Temporary 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.
Title to Bearer Notes of the series of which this Temporary
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 Temporary 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 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
<PAGE>
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.
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 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 Temporary 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 Temporary Global
Note and the interests represented hereby).]
The Notes of this series (including this Temporary 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
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.
<PAGE>
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
Temporary 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.
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 Temporary 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 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 Temporary 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 Temporary 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 Temporary 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 Temporary Global Note and the interests
represented hereby), must take place. If the Company elects to
redeem the Notes (including this Temporary 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
<PAGE>
so redeem the Notes (including this Temporary 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 Temporary 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 Temporary 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.
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.
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 certain
events involving the bankruptcy of the Company) shall occur with
respect to the Notes, the principal of all the Notes (including
this Temporary Global Note and the interests represented hereby)
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 Company.
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
<PAGE>
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 Temporary Global Note shall be conclusive and binding upon such
holder and upon all future holders of this Temporary 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
Temporary Global Note.
No reference herein to the Indenture and no provision of
this Temporary 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
Temporary 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 Temporary 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 Temporary 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 Temporary 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 Temporary Global Note which are
defined in the Indenture shall have the meanings assigned to them
in the Indenture.
<PAGE>
Schedule A
SCHEDULE OF EXCHANGES
Principal Amount
exchanged for one Remaining
or more Interests principal
in a permanent amount Notation made
Date global Note or one following on behalf of the
Exchange or more definitive such [Trustee][Security
Made Notes exchange Registrar]
<PAGE>
[FORM OF PERMANENT GLOBAL SUBORDINATED 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)(B)(4)
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
<PAGE>
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
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-
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 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.
<PAGE>
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 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
<PAGE>
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.]
[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
<PAGE>
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 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
<PAGE>
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 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.]
[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
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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 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.
<PAGE>
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.
THE BANK OF NEW YORK,
as Trustee
[By: ______________________,
as Authenticating Agent]
By: ______________________
Authorized Signatory [Reverse Side of Note]
<PAGE>
[Reverse Side of Note]
This Permanent Global Note is one of a duly authorized issue of
Securities of the Company designated as its ____% Subordinated 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 The Bank of New York (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.]
The Indebtedness of the Company 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
thereof, agrees to and shall be bound by such provisions of the
Indenture.
[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 the
Indenture) to rescind the designation of any such transfer agent, at the
[main] offices of _________________________ in _________________________ and
<PAGE>
_________________________ 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 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
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.
<PAGE>
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 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
<PAGE>
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.]
[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 certain events
involving the bankruptcy 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.
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 Company.
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
<PAGE>
with the consent of the holders of not less than 662/3% 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 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.
<PAGE>
Schedule A
SCHEDULE OF EXCHANGES
Remaining
principal
Principal Amount amount Notation made
Date exchanged following on behalf of the
Exchange or more such [Trustee][Security
Made definitive Notes exchange Registrar]
<PAGE>
NATIONSBANK
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
9 Months Year Ended
Ended December 31
September 30, 1994 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits
Income before taxes 1,966,768 $1,991,103 $1,396,213 $108,524 $625,467 $1,287,306
Equity in undistributed earnings
of unconsolidated subsidiaries (1,904) (4,756) (1,426) (1,114) (668) (471)
Fixed charges:
Interest expense (including
capitalized interest) 1,997,090 1,420,800 915,880 1,290,755 1,851,513 1,691,394
Amortization of debt discount and
appropriate issuance costs 6,368 6,377 3,000 2,093 2,872 2,863
1/3 of net rent expense 86,390 95,786 90,667 81,909 66,195 60,341
Total fixed charges 2,089,848 1,522,963 1,009,547 1,374,757 1,920,580 1,754,598
Earnings (excluding capitalized interest) $4,054,713 $3,509,310 $2,398,329 $1,470,621 $2,533,093 $3,033,954
Fixed charges $2,089,848 $1,522,963 $1,009,547 $1,374,757 $1,920,580 $1,754,598
Ratio of Earnings to Fixed Charges 1.94 2.30 2.38 1.07 1.32 1.73
Including Interest on Deposits
Income before taxes 1,966,768 1,991,103 $1,396,213 $ 108,524 $ 625,467 $1,287,306
Equity in undistributed earnings
of unconsolidated subsidiaries (1,904) (4,756) (1,426) (1,114) (668) (471)
Fixed charges:
Interest expense (including
capitalized interest) 3,693,877 3,570,079 3,687,650 5,611,057 6,683,262 6,286,088
Amortization of debt discount and
appropriate issuance costs 6,368 6,377 3,000 2,093 2,872 2,863
1/3 of net rent expense 86,390 95,786 90,667 81,909 66,195 60,341
Total fixed charges 3,786,635 3,672,242 3,781,317 5,695,059 6,752,329 6,349,292
Earnings (excluding capitalized interest) $5,751,500 $5,658,589 $5,170,099 $5,790,923 $7,364,842 $7,628,648
Fixed charges $3,786,635 $3,672,242 $3,781,317 $5,695,059 $6,752,329 $6,349,292
Ratio of Earnings to Fixed Charges 1.52 1.54 1.37 1.02 1.09 1.20
</TABLE>
NATIONSBANK CORPORATION
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED DIVIDENDS
<TABLE>
<CAPTION>
Year End
December 31
9 months
Ended
September 30, 1994 1993 1992 1991 1990 1989
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits
Income before taxes........................ $ 1,966,768 $ 1,991,103 $ 1,396,213 $ 108,524 $625,467 $1,287,306
Equity in undistributed earnings
of unconsolidated subsidiaries........... (1,904) (4,756) (1,426) (1,114) (668) (471)
Fixed charges:
Interest expense (including
capitalized interest)............... 1,997,090 1,420,800 915,880 1,290,755 1,851,513 1,691,394
Amortization of debt discount and
appropriate issuance costs.......... 6,368 6,377 3,000 2,093 2,872 2,863
1/3 of net rent expense............... 86,390 95,786 90,667 81,909 66,195 60,341
Total fixed charges........................ 2,089,848 1,522,963 1,009,547 1,374,757 1,920,580 1,754,598
Preferred dividend requirements............ 11,728 15,737 29,260 30,775 37,979 38,644
Earnings (excluding capitalized interest).. $ 4,054,712 $ 3,509,310 $ 2,398,329 $ 1,470,621 $2,533,093 $3,033,954
Fixed charges.............................. $ 2,101,576 $ 1,538,700 $ 1,038,807 $ 1,405,532 $1,958,559 $1,793,242
Ratio of Earnings to Fixed Charges......... 1.93 2.28 2.31 1.05 1.29 1.69
Including Interest on Deposits
Income before taxes........................ $ 1,966,768 $ 1,991,103 $ 1,396,213 $ 108,524 $625,467 $1,287,306
Equity in undistributed earnings
of unconsolidated subsidiaries........... (1,904) (4,756) (1,426) (1,114) (668) (471)
Fixed charges:
Interest expense (including
capitalized interest)............... 3,693,877 3,570,079 3,687,650 5,611,057 6,683,262 6,286,088
Amortization of debt discount and
appropriate issuance costs.......... 6,368 6,377 3,000 2,093 2,872 2,863
1/3 of net rent expense............... 86,390 95,786 90,667 81,909 66,195 60,341
Total fixed charges........................ 3,786,635 3,672,242 3,781,317 5,695,059 6,752,329 6,349,292
Preferred dividend requirements............ 11,728 15,737 29,260 30,775 37,979 38,644
Earnings (excluding capitalized interest).. $ 5,751,499 $ 5,658,589 $ 5,170,099 $ 5,790,923 $7,364,842 $7,628,648
Fixed charges.............................. $ 3,798,363 $ 3,687,979 $ 3,810,577 $ 5,725,834 $6,790,308 $6,387,936
Ratio of Earnings to Fixed Charges......... 1.51 1.53 1.36 1.01 1.08 1.19
</TABLE>
