SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 28, 1995
NATIONSBANK CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina
(State of Incorporation)
1-6523
(Commission File Number)
56-0906609
(IRS Employer Identification No.)
NationsBank Corporate Center
Charlotte, North Carolina
(Address of principal executive offices)
28255
(Zip Code)
(704) 386-5000
Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
Medium Term Notes
On February 28, 1995, a Committee of the Board of Directors
of the Registrant (the "Committee") approved the implementation
of a medium-term note program, pursuant to which certain officers
of the Registrant may cause it to issue from time to time up to
$2,000,000,000 aggregate principal amount of certain medium-term
notes, which may be senior debt securities, designated as the
Senior Medium-Term Notes, Series D (the "Senior Medium-Term
Notes") or subordinated debt securities, designated as the
Subordinated Medium-Term Notes, Series D (the "Subordinated
Medium-Term Notes" and, together with the Senior Medium-Term
Notes, the "Medium-Term Notes"), or any combination thereof, and
may establish the price, terms and conditions and the specific
method of distribution of the Medium-Term Notes. The Senior
Medium-Term Notes will be issued under an Indenture dated as of
January 1, 1995 between the Registrant and BankAmerica National
Trust Company. The Subordinated Medium-Term Notes will be issued
under an Indenture dated as of January 1, 1995 between the
Registrant and The Bank of New York. The resolutions of the
Committee are included as Exhibit 99.1 hereto.
On February 28, 1995, the Registrant entered into a
distribution agreement with the agents named therein (the
"United States Distribution Agreement"), the terms of which will
govern sales of the Medium-Term Notes. The Medium-Term Notes are
described generally in the Prospectus dated February 24, 1995
constituting a part of the Registration Statement (hereinafter
described), as supplemented by a Prospectus Supplement dated
February 28, 1995. The United States Distribution Agreement is
included as Exhibit 99.2 hereto.
The Medium-Term Notes will be issued from time to time
pursuant to the Registrant's Registration Statement on Form S-3,
as amended, Registration No. 33-57533 (the "Registration
Statement"), on a delayed basis pursuant to Rule 415 under the
Securities Act of 1933, as amended. The Registration Statement
registered up to $3,000,000,000 aggregate initial offering price
of the Registrant's unsecured debt securities (either senior or
subordinated), shares of its preferred stock and shares of its
common stock and was declared effective on February 24, 1995.
The Registrant has not yet issued any securities under the
Registration Statement.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Indenture dated as of January
1, 1995 between NationsBank
Corporation and BankAmerica
National Trust Company, as
trustee, incorporated herein by
reference to Exhibit 4.1
of the Registrant's
Registration Statement on Form
S-3, as amended, Registration
No. 33-57533
4.2 Form of Senior Medium-Term
Note, Series D (Fixed Rate)
4.3 Form of Senior Medium-Term
Note, Series D (Floating Rate)
4.4 Indenture dated as of January
1, 1995 between NationsBank
Corporation and The Bank of New
York, as trustee, incorporated
herein by reference to Exhibit
4.8 of the Registrant's
Registration Statement on
Form S-3, as amended,
Registration No. 33-57533
4.5 Form of Subordinated
Medium-Term Note, Series D
(Fixed Rate)
4.6 Form of Subordinated
Medium-Term Note, Series D
(Floating Rate)
99.1 Resolutions of a Committee
of the Board of Directors dated
February 28, 1995 with respect
to the terms of the offering of
the Medium-Term Notes
99.2 Master United States
Distribution Agreement dated
February 28, 1995 with respect
to the offering of the
Medium-Term Notes<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
NATIONSBANK CORPORATION
By: /S/ CHARLES M. BERGER
Charles M. Berger
Associate General Counsel
Dated: March 2, 1995
<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.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF THE CORPORATION AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
REGISTERED REGISTERED
NUMBER FXR _________ $__________
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES D
(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:
NationsBank Corporation, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to ________
_______________________________________________________________,
or registered assigns, the principal sum of ___________________
DOLLARS on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest on said principal sum, semiannually in
arrears on ____________ and __________ of each year (each an
"Interest Payment Date"), at the Interest Rate per annum
specified above, until payment of such principal sum has been
made or duly provided for, commencing on the first Interest
Payment Date next succeeding the Original Issue Date specified
above, unless the Original Issue Date occurs between a Regular
Record Date, as defined below, and the next succeeding Interest
Payment Date, in which case commencing on the Interest Payment
Date following the next succeeding Regular Record Date, and on
the Stated Maturity Date or Final Maturity Date shown above (or
any Redemption Date as defined on the reverse hereof or any
Optional Repayment Date with respect to which any such option has
been exercised, each such Stated Maturity Date, Final Maturity
Date, Redemption Date and Optional Repayment Date being herein
referred to as a "Maturity Date" with respect to the principal
payable on such date). Interest on this Note will accrue from
the Original Issue Date specified above until the principal
amount is paid and will be computed on the basis of a 360-day
year of twelve 30-day months. Interest payments will be in the
amount of interest accrued from and including the next preceding
Interest Payment Date in respect of which interest has been paid
or duly provided for or, if no interest has been paid, from the
Original Issue Date specified above, to but excluding the
Interest Payment Date or Maturity Date, as the case may be. If
the Maturity Date or an Interest Payment Date falls on a day
which is not a Business Day as defined below, principal or
interest payable with respect to such Maturity Date or Interest
Payment Date will be paid on the next succeeding Business Day
with the same force and effect as if made on such Maturity Date
or Interest Payment Date, as the case may be, and no additional
interest shall accrue for the period from and after such Maturity
Date or Interest Payment Date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment
Date will be paid to the person in whose name this Note (or one
or more predecessor Notes evidencing all or a portion of the same
debt as this Note) is registered at the close of business on the
Regular Record Date, which shall be the __________ or the
__________, whether or not a Business Day, as the case may be,
next preceding such Interest Payment Date; provided, however,
that the first payment of interest on any Note with an Original
Issue Date, as specified above, between a Regular Record Date and
an Interest Payment Date or on an Interest Payment Date will be
made on the Interest Payment Date following the next succeeding
Regular Record Date to the person in whose name this Note is
registered at the close of business on such next succeeding
Regular Record Date; and provided, further, that interest payable
on the Maturity Date will be payable to the person to whom the
principal hereof shall be payable. Any interest not punctually
paid or duly provided for shall be payable as provided in the
Indenture. As used herein, "Business Day" means any day, other
than a Saturday or Sunday, on which banks in The City of New
York, Charlotte, North Carolina or _________________ are not
authorized or required by law to be closed.
The principal of and interest on this Note are payable in
immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts at the office or
agency of the Corporation designated as provided in the
Indenture; provided, however, that interest may be paid, at the
option of the Corporation, by check mailed to the person entitled
thereto at his address last appearing on the registry books of
the Corporation relating to the Notes. Notwithstanding the
preceding sentence, payments of principal of and interest payable
on the Maturity Date will be made by wire transfer of immediately
available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the 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 Corporation has caused this
Instrument to be duly executed, by manual or facsimile signature,
under its corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION
By: _______________________________
[SEAL] Title: Senior Vice President
ATTEST:
By:______________________
Assistant Secretary
<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 D
(Fixed Rate)
This Medium-Term Note is one of a duly authorized series of
Securities of the Corporation unlimited in aggregate principal
amount (herein called the "Notes") issued and to be issued under
an Indenture dated as of January 1, 1995 (herein called the
"Indenture"), between the Corporation and 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 Corporation, the Trustee and the holders of the Notes, and
the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is also one of the Notes designated as
the Corporation's Senior Medium-Term Notes, Series D, limited in
aggregate principal amount to $2,000,000,000. 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 Corporation shall from
time to time notify the holders of the Notes, not more than 60
nor less than 30 days prior to an Optional Repayment Date.
Exercise of such repayment option by the holder hereof shall be
irrevocable.
This Note may be redeemed at the option of the Corporation
on any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). IF NO
INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS
NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR
TO THE STATED MATURITY DATE. On and after the Initial Redemption
Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 at the option
of the Corporation at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof
shall be issued in the name of the holder hereof upon the
surrender hereof.
If this Note is redeemable at the option of the Corporation,
the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified on the face hereof, of the principal amount
of this Note to be redeemed and shall decline at each anniversary
of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof, of
the principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
If an Event of Default (defined in the Indenture as (i) the
Corporation'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 Corporation'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 Corporation) shall
occur with respect to the Notes, the principal of all the Notes
may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the
holders of the Notes under the Indenture at any time by the
Corporation with the consent of the holders of not less than 66
2/3% in aggregate principal amount of the Notes then outstanding
and all other Securities then outstanding 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 Corporation with certain provisions of
the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and
upon all future holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is
made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Corporation relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee duly executed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Corporation, the Trustee and any agent of the
Corporation 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
Corporation, 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 Corporation will recognize Cede
& Co., as nominee of DTC, while the registered Owner of the
Notes, as the owner of the Notes for all purposes, including
payment of principal and interest, notices and voting. Transfer
of principal and interest to participants of DTC will be the
responsibility of DTC, and transfer of principal and interest to
beneficial owners of the Notes by participants of DTC will be the
responsibility of such participants and other nominees of such
beneficial owners. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures established by
DTC and its participants. The Corporation will not be
responsible or liable for such transfers of payments or for
maintaining, supervising or reviewing the records maintained by
DTC, its participants or persons acting through such
participants.]
<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 Corporation,
with full power of substitution in the premises.
Dated: ________________________ _________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every
particular, without alteration or enlargement, or any change
whatever and must be guaranteed.<PAGE>
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at _________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee (or the Paying Agent
on behalf of the Trustee) must receive at __________________, or
at such other place or places of which the Corporation shall from
time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any,
shown on the face of this Note, this Note with this "Option to
Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be
$__________ or an integral multiple of $l,000 in excess of
$__________) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not
being repaid).
$_______________________ _________________________________
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>
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. [FOOTNOTE: Applies only if this Note is
a Global Security.]
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF THE CORPORATION AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
<PAGE>
REGISTERED REGISTERED
NUMBER FLR _______ $_________
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES D
(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: # This Note is a
Renewable
INTEREST RATE RESET PERIOD: Note.
INITIAL REDEMPTION DATE: See Attached Rider.
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OPTIONAL PAYMENT DATE(S):
CALCULATION AGENT: # This Note is an
ADDITIONAL TERMS: Extendible Note.
See Attached Rider.
NationsBank Corporation, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to
______________________________________________________________,
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 Corporation 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
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 Corporation designated as provided in the
Indenture; PROVIDED, HOWEVER, that interest may be paid, at the
option of the Corporation, by check mailed to the person entitled
thereto at his address last appearing on the registry books of
the Corporation relating to the Notes. Notwithstanding the
preceding sentence, payments of principal of and interest payable
on the Maturity Date will be made by wire transfer of immediately
available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the 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 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 Corporation has caused this
Instrument to be duly executed, by manual or facsimile signature,
under its corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION
By:____________________________
[SEAL] Title: Senior Vice President
ATTEST:
____________________________
Assistant 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 D
(Floating Rate)
This Medium-Term Note is one of a duly authorized series of
Securities of the Corporation unlimited in aggregate principal
amount (herein called the "Notes") issued and to be issued under
an Indenture dated as of January 1, 1995, (herein called the
"Indenture"), between the Corporation and 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 Corporation, the Trustee and the holders of the Notes, and
the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is also one of the Notes designated as
the Corporation's Senior Medium-Term Notes, Series D (herein
called the "Notes"), limited in aggregate principal amount to
$2,000,000,000. 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 Corporation shall from
time to time notify the holders of the Notes, not more than 60
nor less than 30 days prior to an Optional Repayment Date.
Exercise of such repayment option by the holder hereof shall be
irrevocable.
This Note may be redeemed at the option of the Corporation
on any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). IF NO
INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS
NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR
TO THE STATED MATURITY DATE. On and after the Initial Redemption
Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 at the option
of the Corporation at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the
surrender hereof.
If this Note is redeemable at the option of the Corporation,
the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified on the face hereof, of the principal amount
of this Note to be redeemed and shall decline at each anniversary
of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof, of
the principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
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,
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
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
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:
D X 360
Money Market Yield = ----------------------------- x 100
360 - (D x M)
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 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
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;
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
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
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
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
Corporation'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 Corporation's breach of
its other covenants contained in this Note or the Indenture,
which breach is not cured within 90 days after written notice by
the Trustee or the holders of at least 25% in outstanding
principal amount of all Securities issued under the Indenture and
affected thereby, and (iii) certain events involving the
bankruptcy, insolvency or liquidation of the Corporation) shall
occur with respect to the Notes, the principal of all the Notes
may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the
holders of the Notes under the Indenture at any time by the
Corporation with the consent of the holders of not less than 66
2/3% in aggregate principal amount of the Notes then outstanding
and all other Securities then outstanding 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 Corporation with certain provisions of
the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and
upon all future holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange 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 Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemented thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Corporation relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee duly executed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Corporation, the Trustee and any agent of the
Corporation 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
Corporation, 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 Corporation will recognize Cede
& Co., as nominee of DTC, while the registered Owner of the
Notes, as the owner of the Notes for all purposes, including
payment of principal and interest, notices and voting. Transfer
of principal and interest to participants of DTC will be the
responsibility of DTC, and transfer of principal and interest to
beneficial owners of the Notes by participants of DTC will be the
responsibility of such participants and other nominees of such
beneficial owners. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures established by
DTC and its participants. The Corporation will not be
responsible or liable for such transfers of payments or for
maintaining, supervising or reviewing the records maintained by
DTC, its participants or persons acting through such
participants.]
<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 Corporation,
with full power of substitution in the premises.
Dated:_________________________ _________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every
particular, without alteration or enlargement, or any change
whatever and must be guaranteed.
<PAGE>
[OPTION TO ELECT REPAYMENT]
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at ________________________________
_____________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee (or the Paying Agent
on behalf of the Trustee) must receive at ______________, or at
such other place or places of which the Corporation shall from
time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any,
shown on the face of this Note, this Note with this "Option to
Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be
$__________ or an integral multiple of $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>
RENEWABLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is a Renewable Note which initially matures on the
Stated Maturity Date shown on the face of this Note. At each
Renewal Date, the maturity of this Note will be automatically
extended to the corresponding New Maturity Date unless the holder
of this Note delivers a completed Extension Termination Notice to
the Trustee or the Paying Agent on behalf of the Trustee not less
than 15 nor more than 30 days prior to the applicable Renewal
Date. The Extension Termination Notice may specify all or a
portion of the outstanding principal amount of the Note so long
as the principal amount of the Note remaining outstanding after
repayment is an integral multiple of $1,000. Upon timely
delivery of such Extension Termination Notice, the term of the
principal amount of this Note subject to such notice will be
deemed automatically to mature on the Stated Maturity Date or the
then applicable New Maturity Date, as the case may be. The
remaining principal balance of such Note, if any, will be deemed
to automatically be extended to the corresponding New Maturity
Date but in no circumstances may such maturity be extended beyond
the Final Maturity Date. Notwithstanding any such extension, the
interest rate applicable to this Note will continue to be
calculated as set forth in this Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
RENEWAL DATE (S) NEW MATURITY DATE(S)
<PAGE>
EXTENDIBLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is an Extendible Note, whereby the Corporation has
the option to extend the maturity of this Note by delivery to the
Trustee (or any duly authorized Paying Agent) of an Extendible
Option Notice under the terms of this Note as supplemented by
this Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
EXTENSION NOTICE EXTENDED
DUE DATE MATURITY DATE
---------------- -------------
The Corporation may exercise its option with respect to an
Extendible Note by delivery to the Trustee (or any duly appointed
Paying Agent) of an Extendible Option Notice at least 45 but not
more than 60 days prior to the Stated Maturity Date originally in
effect with respect to such Note or, if the Stated Maturity Date
of such Note has already been extended, the Extended Maturity
Date then in effect. After such receipt and not later than 40
days prior to the Stated Maturity Date or an Extended Maturity
Date, as the case may be (each, a "Maturity Date"), the Trustee
(or any duly appointed Paying Agent) will mail first class mail,
postage prepaid, to the holder of such Extendible Note a notice
(the "Extension Notice") relating to such extension period (the
"Extension Period") setting forth (i) the election of the
Corporation to extend the maturity of such Extendible Note, (ii)
the new Extended Maturity Date, (iii) in the case of a Fixed Rate
Note, the interest rate applicable to the Extension Period or, in
the case of a Floating Rate Note, the Spread and/or Spread
Multiplier applicable to the Extension Period, and (iv) the
provisions, if any, for redemption during the Extension Period,
including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may
occur during the Extension Period. Upon the mailing by the
Trustee (or any duly appointed Paying Agent) of an Extension
Notice to the holder of an Extendible Note, the maturity of such
Note shall be extended automatically as set forth in the
Extension Notice, and, except as modified by the Extension Notice
and as described in the next paragraph, such Extendible Note will
have the same terms as prior to the mailing of such Extension
Notice.
Notwithstanding the foregoing, not later than 20 days prior
to the Maturity Date for an Extendible Note (or, if such date is
not a Business Day, on the immediately succeeding Business Day),
the Corporation may, at its option, revoke the interest rate, in
the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, provided for in
the Extension Notice and establish a higher interest rate, in the
case of a Fixed Rate Note, or a higher Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, for the
Extension period by mailing or causing the Trustee (or any duly
appointed Paying Agent) to mail notice of such higher interest
rate or higher Spread and/or Spread Multiplier, as the case may
be, first class mail, postage prepaid, to the holder of such
Note. Such notice shall be irrevocable. All Extendible Notes
with respect to which the Maturity Date is extended will bear
such higher interest rate, in the case of a Fixed Rate Note, or
higher Spread and/or Spread Multiplier, in the case of a Floating
Rate Note, for the Extension Period.
If the Corporation elects to extend the maturity of an
Extendible Note, the holder of such Note will have the option to
elect repayment of such Note by the Corporation on the Maturity
Date then in effect at a price equal to the principal amount
thereof plus any accrued and unpaid interest to such date. In
order for an Extendible Note to be so repaid on the Maturity
Date, the Corporation must receive, at least 15 days but not more
than 30 days prior to the Maturity Date then in effect with
respect to the Note, (i) the Note with the form "Option to Elect
Repayment" on the reverse of the Note duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member
of a national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the holder of the
Note, the principal amount of the Note, the principal amount of
the Note to be repaid, the certificate number or a description of
the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that
the Note to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" attached to the Note, will
be received by the Trustee (or any duly appointed Paying Agent)
not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter, provided,
however, that such telegram, telex, facsimile transmission or
letter shall only be effective if such Note and duly completed
form are received by the Trustee (or any duly appointed Paying
Agent) by such fifth Business Day. Such option may be exercised
by the holder of an Extendible Note for less than the aggregate
principal amount of the Note then outstanding, provided that the
principal amount of the Note remaining outstanding after
repayment is an integral multiple of $1,000.
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.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF THE CORPORATION AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
REGISTERED REGISTERED
NUMBER FXR _________ $__________
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES D 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:
NationsBank Corporation, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to ________
_______________________________________________________________,
or registered assigns, the principal sum of ___________________
DOLLARS on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest on said principal sum, semiannually in
arrears on ____________ and __________ of each year (each an
"Interest Payment Date"), at the Interest Rate per annum
specified above, until payment of such principal sum has been
made or duly provided for, commencing on the first Interest
Payment Date next succeeding the Original Issue Date specified
above, unless the Original Issue Date occurs between a Regular
Record Date, as defined below, and the next succeeding Interest
Payment Date, in which case commencing on the Interest Payment
Date following the next succeeding Regular Record Date, and on
the Stated Maturity Date or Final Maturity Date shown above (or
any Redemption Date as defined on the reverse hereof or any
Optional Repayment Date with respect to which any such option has
been exercised, each such Stated Maturity Date, Final Maturity
Date, Redemption Date and Optional Repayment Date being herein
referred to as a "Maturity Date" with respect to the principal
payable on such date). Interest on this Note will accrue from
the Original Issue Date specified above until the principal
amount is paid and will be computed on the basis of a 360-day
year of twelve 30-day months. Interest payments will be in the
amount of interest accrued from and including the next preceding
Interest Payment Date in respect of which interest has been paid
or duly provided for or, if no interest has been paid, from the
Original Issue Date specified above, to but excluding the
Interest Payment Date or Maturity Date, as the case may be. If
the Maturity Date or an Interest Payment Date falls on a day
which is not a Business Day as defined below, principal or
interest payable with respect to such Maturity Date or Interest
Payment Date will be paid on the next succeeding Business Day
with the same force and effect as if made on such Maturity Date
or Interest Payment Date, as the case may be, and no additional
interest shall accrue for the period from and after such Maturity
Date or Interest Payment Date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment
Date will be paid to the person in whose name this Note (or one
or more predecessor Notes evidencing all or a portion of the same
debt as this Note) is registered at the close of business on the
Regular Record Date, which shall be the __________ or the
__________, whether or not a Business Day, as the case may be,
next preceding such Interest Payment Date; provided, however,
that the first payment of interest on any Note with an Original
Issue Date, as specified above, between a Regular Record Date and
an Interest Payment Date or on an Interest Payment Date will be
made on the Interest Payment Date following the next succeeding
Regular Record Date to the person in whose name this Note is
registered at the close of business on such next succeeding
Regular Record Date; and provided, further, that interest payable
on the Maturity Date will be payable to the person to whom the
principal hereof shall be payable. Any interest not punctually
paid or duly provided for shall be payable as provided in the
Indenture. As used herein, "Business Day" means any day, other
than a Saturday or Sunday, on which banks in The City of New
York, Charlotte, North Carolina or ____________________ are not
authorized or required by law to be closed.
The principal of and interest on this Note are payable in
immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts at the office or
agency of the Corporation designated as provided in the
Indenture; provided, however, that interest may be paid, at the
option of the Corporation, by check mailed to the person entitled
thereto at his address last appearing on the registry books of
the Corporation relating to the Notes. Notwithstanding the
preceding sentence, payments of principal of and interest payable
on the Maturity Date will be made by wire transfer of immediately
available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the Issuing and
Paying Agent from the holder hereof not less than one Business
Day prior to the due date of such principal and (ii) presentation
of this Note to NationsBank of Georgia, National Association as
Issuing and Paying Agent at Corporate Trust Administration, 600
Peachtree Street, Suite 900, Atlanta, Georgia 60608 (the
"Corporate Trust Office").
Reference is made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as
though fully set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee or an Authenticating Agent on behalf of
the Trustee by manual signature, this Note shall not be entitled
to any benefit under such Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Corporation has caused this
Instrument to be duly executed, by manual or facsimile signature,
under its corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION
By: ___________________________
[SEAL] Title:
Senior Vice President
ATTEST:
By:
Assistant Secretary<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 D
(Fixed Rate)
This Medium-Term Note is one of a duly authorized series of
Securities of the Corporation unlimited in aggregate principal
amount (herein called the "Notes") issued and to be issued under
an Indenture dated as of January 1, 1995 (herein called the
"Indenture"), between the Corporation and The Bank of New York,
as Trustee (herein called the "Trustee"), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a statement of the respective rights thereunder of the
Corporation, the Trustee and the holders of the Notes, and the
terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is also one of the Notes designated as the
Corporation's Subordinated Medium-Term Notes, Series D (herein
called the "Notes"), limited in aggregate principal amount to
$2,000,000,000. The Notes may bear different dates, mature at
different times, bear interest at different rates and vary in
such other ways as are provided in the Indenture.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE NOTES,
INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE
EXTENT AND IN THE MANNER SET FORTH IN THE INDENTURE, SUBORDINATE
AND JUNIOR IN RIGHT OF PAYMENT TO ITS OBLIGATIONS TO HOLDERS OF
SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER
OF THE NOTES, BY THE ACCEPTANCE HEREOF, AGREES TO AND SHALL BE
BOUND BY SUCH PROVISIONS OF THE INDENTURE.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
holder on the Optional Repayment Date(s), if any, indicated on
the face hereof. IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH ON
THE FACE HEREOF, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION OF
THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. On any
Optional Repayment Date this Note shall be repayable in whole or
in part in increments of $1,000 at the option of the holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the date
of repayment. For this Note to be repaid in whole or in part at
the option of the holder hereof, this Note must be received, with
the form entitled "Option to Elect Repayment" below duly
completed, by the Issuing and Paying Agent at the Corporate Trust
Office, or such other address of which the Corporation shall from
time to time notify the holders of the Notes, not more than 60
nor less than 30 days prior to an Optional Repayment Date.
Exercise of such repayment option by the holder hereof shall be
irrevocable.
This Note may be redeemed at the option of the Corporation
on any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). IF NO
INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS
NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR
TO THE STATED MATURITY DATE. On and after the Initial Redemption
Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 at the option
of the Corporation at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof
shall be issued in the name of the holder hereof upon the
surrender hereof.
If this Note is redeemable at the option of the Corporation,
the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified on the face hereof, of the principal amount
of this Note to be redeemed and shall decline at each anniversary
of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof, of
the principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy of the Corporation) shall occur
with respect to the Notes, the principal of all the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture. There is no right of acceleration
provided in the Indenture in case of a default in the payment of
interest or the performance of any other covenant by the
Corporation.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the
holders of the Notes under the Indenture at any time by the
Corporation with the consent of the holders of not less than 66
2/3% in aggregate principal amount of the Notes then outstanding
and all other Securities then outstanding under the Indenture and
affected by such amendment and modification. The Indenture also
contains provisions permitting the holders of a majority in
aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding under the Indenture and
affected thereby, on behalf of the holders of all such
Securities, to waive compliance by the Corporation with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the holder of this Note shall be conclusive and binding upon such
holder and upon all future holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Corporation relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee duly executed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Corporation, the Issuing and Paying Agent and any
agent of the Corporation or the Issuing and Paying Agent may
treat the entity in whose name this Note is registered as the
absolute owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this
Note be overdue, and neither the Corporation, the Issuing and
Paying Agent nor any such agent shall be affected by notice to
the contrary.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
[NOTES ISSUED AND OUTSTANDING PURSUANT TO A BOOK-ENTRY
SYSTEM SHALL BE DEEMED TO CONTAIN THE FOLLOWING PARAGRAPH: The
Notes are being issued by means of a book-entry system with no
physical distribution of certificates to be made except as
provided in the Indenture. The book-entry system maintained by
Depository Trust Company ("DTC") will evidence ownership of the
Notes, with transfers of ownership effected on the records of DTC
and its participants pursuant to rules and procedures established
by DTC and its participants. The Corporation will recognize Cede
& Co., as nominee of DTC, while the registered Owner of the
Notes, as the owner of the Notes for all purposes, including
payment of principal and interest, notices and voting. Transfer
of principal and interest to participants of DTC will be the
responsibility of DTC, and transfer of principal and interest to
beneficial owners of the Notes by participants of DTC will be the
responsibility of such participants and other nominees of such
beneficial owners. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures established by
DTC and its participants. The Corporation will not be
responsible or liable for such transfers of payments or for
maintaining, supervising or reviewing the records maintained by
DTC, its participants or persons acting through such
participants.]
<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 Corporation,
with full power of substitution in the premises.
Dated: ________________________ _________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every
particular, without alteration or enlargement, or any change
whatever and must be guaranteed.<PAGE>
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at _________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee (or the Paying Agent
on behalf of the Trustee) must receive at __________________, or
at such other place or places of which the Corporation shall from
time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any,
shown on the face of this Note, this Note with this "Option to
Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be
$__________ or an integral multiple of $l,000 in excess of
$__________) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not
being repaid).
$_______________________ _________________________________
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as written
Date:________________ upon the face of this Note in every
particular, without alteration or
enlargement or any change
whatever.]
<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.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF THE CORPORATION AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
____________________
1 Applies only if this Note is a Global Security.<PAGE>
REGISTERED REGISTERED
NUMBER FLR _______ $_________
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES D
(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: __ This Noteis a
Renewable
INTEREST RATE RESET PERIOD: Note.
INITIAL REDEMPTION DATE: See Attached Rider.
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OPTIONAL PAYMENT DATE(S):
CALCULATION AGENT: __ This Note is an
ADDITIONAL TERMS: Extendible Note.
See Attached Rider.
NationsBank Corporation, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to
______________________________________________________________,
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 Corporation 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
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 Corporation designated as provided in the
Indenture; PROVIDED, HOWEVER, that interest may be paid, at the
option of the Corporation, by check mailed to the person entitled
thereto at his address last appearing on the registry books of
the Corporation relating to the Notes. Notwithstanding the
preceding sentence, payments of principal of and interest payable
on the Maturity Date will be made by wire transfer of immediately
available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the Issuing and
Paying Agent 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 Corporation has caused this
Instrument to be duly executed, by manual or facsimile signature,
under its corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION
By:________________________________
[SEAL] Title: Senior Vice President
ATTEST:
____________________________
Assistant 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 D
(Floating Rate)
This Medium-Term Note is one of a duly authorized series of
Securities of the Corporation unlimited in aggregate principal
amount (herein called the "Notes") issued and to be issued under
an Indenture dated as of January 1, 1995 (herein called the
"Indenture"), between the Corporation and The Bank of New York,
as Trustee (herein called the "Trustee"), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a statement of the respective rights thereunder of the
Corporation, the Trustee and the holders of the Notes, and the
terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is also one of the Notes designated as the
Corporation's Subordinated Medium-Term Notes, Series D, limited
in aggregate principal amount to $2,000,000,000. The Notes may
bear different dates, mature at different times, bear interest at
different rates and vary in such other ways as are provided in
the Indenture.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE NOTES,
INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE
EXTENT AND IN THE MANNER SET FORTH IN THE INDENTURE, SUBORDINATE
AND JUNIOR IN RIGHT OF PAYMENT TO ITS OBLIGATIONS TO HOLDERS OF
SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER
OF THE NOTES, BY THE ACCEPTANCE HEREOF, AGREES TO AND SHALL BE
BOUND BY SUCH PROVISIONS OF THE INDENTURE.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
holder 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 Corporation shall from time to
time notify the holders of the Notes, not more than 60 nor less
than 30 days prior to an Optional Repayment Date. Exercise of
such repayment option by the holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Corporation
on any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). IF NO
INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS
NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR
TO THE STATED MATURITY DATE. On and after the Initial Redemption
Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 at the option
of the Corporation at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof
shall be issued in the name of the Holder hereof upon the
surrender hereof.
If this Note is redeemable at the option of the Corporation,
the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified on the face hereof, of the principal amount
of this Note to be redeemed and shall decline at each anniversary
of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof, of
the principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
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
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).
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
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:
D X 360
Money Market Yield = __________________________
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
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
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;
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
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
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
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 Corporation) shall occur
with respect to the Notes, the principal of all the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture. There is no right of acceleration
provided in the Indenture in case of a default in the payment of
interest or the performance of any other covenant by the
Corporation.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the
holders of the Notes under the Indenture at any time by the
Corporation with the consent of the holders of not less than 66
2/3% in aggregate principal amount of the Notes then outstanding
and all other Securities then outstanding under the Indenture and
affected by such amendment and modification. The Indenture also
contains provisions permitting the holders of a majority in
aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding under the Indenture and
affected thereby, on behalf of the holders of all such
Securities, to waive compliance by the Corporation with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the holder of this Note shall be conclusive and binding upon such
holder and upon all future holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
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 Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the time, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemented thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Corporation relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee duly executed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Corporation, the Issuing and Paying Agent and any
agent of the Corporation or the Issuing and Paying Agent may
treat the entity in whose name this Note is registered as the
absolute owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this
Note be overdue, and neither the Corporation, the Issuing and
Paying Agent nor any such agent shall be affected by notice to
the contrary.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
[NOTES ISSUED AND OUTSTANDING PURSUANT TO A BOOK-ENTRY
SYSTEM SHALL BE DEEMED TO CONTAIN THE FOLLOWING PARAGRAPH: The
Notes are being issued by means of a book-entry system with no
physical distribution of certificates to be made except as
provided in the Indenture. The book-entry system maintained by
Depository Trust Company ("DTC") will evidence ownership of the
Notes, with transfers of ownership effected on the records of DTC
and its participants pursuant to rules and procedures established
by DTC and its participants. The Corporation will recognize Cede
& Co., as nominee of DTC, while the registered Owner of the
Notes, as the owner of the Notes for all purposes, including
payment of principal and interest, notices and voting. Transfer
of principal and interest to participants of DTC will be the
responsibility of DTC, and transfer of principal and interest to
beneficial owners of the Notes by participants of DTC will be the
responsibility of such participants and other nominees of such
beneficial owners. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures established by
DTC and its participants. The Corporation will not be
responsible or liable for such transfers of payments or for
maintaining, supervising or reviewing the records maintained by
DTC, its participants or persons acting through such
participants.]
<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 Corporation,
with full power of substitution in the premises.
Dated:_________________________ _________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Note in every
particular, without alteration or enlargement, or any change
whatever and must be guaranteed.<PAGE>
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at ________________________________
_____________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee (or the Paying Agent
on behalf of the Trustee) must receive at ______________, or at
such other place or places of which the Corporation shall from
time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any,
shown on the face of this Note, this Note with this "Option to
Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be
$__________ or an integral multiple Of $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>
RENEWABLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is a Renewable Note which initially matures on the
Stated Maturity Date shown on the face of this Note. At each
Renewal Date, the maturity of this Note will be automatically
extended to the corresponding New Maturity Date unless the holder
of this Note delivers a completed Extension Termination Notice to
the Trustee or the Paying Agent on behalf of the Trustee not less
than 15 nor more than 30 days prior to the applicable Renewal
Date. The Extension Termination Notice may specify all or a
portion of the outstanding principal amount of the Note so long
as the principal amount of the Note remaining outstanding after
repayment is an integral multiple of $1,000. Upon timely
delivery of such Extension Termination Notice, the term of the
principal amount of this Note subject to such notice will be
deemed automatically to mature on the Stated Maturity Date or the
then applicable New Maturity Date, as the case may be. The
remaining principal balance of such Note, if any, will be deemed
to automatically be extended to the corresponding New Maturity
Date but in no circumstances may such maturity be extended beyond
the Final Maturity Date. Notwithstanding any such extension, the
interest rate applicable to this Note will continue to be
calculated as set forth in this Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
RENEWAL DATE (S) NEW MATURITY
DATE(S)
<PAGE>
EXTENDIBLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is an Extendible Note, whereby the Corporation has
the option to extend the maturity of this Note by delivery to the
Trustee (or any duly authorized Paying Agent) of an Extendible
Option Notice under the terms of this Note as supplemented by
this Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice Extended
DUE DATE MATURITY DATE
The Corporation may exercise its option with respect to an
Extendible Note by delivery to the Trustee (or any duly appointed
Paying Agent) of an Extendible Option Notice at least 45 but not
more than 60 days prior to the Stated Maturity Date originally in
effect with respect to such Note or, if the Stated Maturity Date
of such Note has already been extended, the Extended Maturity
Date then in effect. After such receipt and not later than 40
days prior to the Stated Maturity Date or an Extended Maturity
Date, as the case may be (each, a "Maturity Date"), the Trustee
(or any duly appointed Paying Agent) will mail first class mail,
postage prepaid, to the holder of such Extendible Note a notice
(the "Extension Notice") relating to such extension period (the
"Extension Period") setting forth (i) the election of the
Corporation to extend the maturity of such Extendible Note, (ii)
the new Extended Maturity Date, (iii) in the case of a Fixed Rate
Note, the interest rate applicable to the Extension Period or, in
the case of a Floating Rate Note, the Spread and/or Spread
Multiplier applicable to the Extension Period, and (iv) the
provisions, if any, for redemption during the Extension Period,
including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may
occur during the Extension Period. Upon the mailing by the
Trustee (or any duly appointed Paying Agent) of an Extension
Notice to the holder of an Extendible Note, the maturity of such
Note shall be extended automatically as set forth in the
Extension Notice, and, except as modified by the Extension Notice
and as described in the next paragraph, such Extendible Note will
have the same terms as prior to the mailing of such Extension
Notice.
Notwithstanding the foregoing, not later than 20 days prior
to the Maturity Date for an Extendible Note (or, if such date is
not a Business Day, on the immediately succeeding Business Day),
the Corporation may, at its option, revoke the interest rate, in
the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, provided for in
the Extension Notice and establish a higher interest rate, in the
case of a Fixed Rate Note, or a higher Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, for the
Extension period by mailing or causing the Trustee (or any duly
appointed Paying Agent) to mail notice of such higher interest
rate or higher Spread and/or Spread Multiplier, as the case may
be, first class mail, postage prepaid, to the holder of such
Note. Such notice shall be irrevocable. All Extendible Notes
with respect to which the Maturity Date is extended will bear
such higher interest rate, in the case of a Fixed Rate Note, or
higher Spread and/or Spread Multiplier, in the case of a Floating
Rate Note, for the Extension Period.
If the Corporation elects to extend the maturity of an
Extendible Note, the holder of such Note will have the option to
elect repayment of such Note by the Corporation on the Maturity
Date then in effect at a price equal to the principal amount
thereof plus any accrued and unpaid interest to such date. In
order for an Extendible Note to be so repaid on the Maturity
Date, the Corporation must receive, at least 15 days but not more
than 30 days prior to the Maturity Date then in effect with
respect to the Note, (i) the Note with the form "Option to Elect
Repayment" on the reverse of the Note duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member
of a national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in
the United States setting forth the name of the holder of the
Note, the principal amount of the Note, the principal amount of
the Note to be repaid, the certificate number or a description of
the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that
the Note to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" attached to the Note, will
be received by the Trustee (or any duly appointed Paying Agent)
not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter, provided,
however, that such telegram, telex, facsimile transmission or
letter shall only be effective if such Note and duly completed
form are received by the Trustee (or any duly appointed Paying
Agent) by such fifth Business Day. Such option may be exercised
by the holder of an Extendible Note for less than the aggregate
principal amount of the Note then outstanding, provided that the
principal amount of the Note remaining outstanding after
repayment is an integral multiple of $1,000.
<PAGE>
RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
February 28, 1995
WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of the Corporation at a meeting duly called and
held on December 20, 1994, this Committee was appointed by the
Board (the "Committee") in connection with the issuance of up to
an aggregate principal amount of $3,000,000,000 of the
Corporation's unsecured debt securities (either senior or
subordinated and including medium-term notes), and shares of its
preferred stock and shares of its common stock (collectively, the
"Securities") to be offered on terms to be determined by the
Committee; and
WHEREAS, on February 1, 1995 the Corporation filed a
Registration Statement on Form S-3, Registration No. 33-57533
(the "Registration Statement"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended, with respect to the Securities which are to be
offered on a delayed or continuous basis, which Registration
Statement was amended on February 23, 1995 and was declared
effective on February 24, 1995; and
WHEREAS, no stop order suspending the effectiveness of the
Registration Statement has been received by the Corporation and
no proceedings for that purpose have been instituted or
threatened against the Corporation; and
WHEREAS, the Committee has determined that issuing up to
$2,000,000,000 in aggregate principal amount of debt securities
on behalf of the Corporation through a medium-term note program
utilizing unsecured senior and subordinated notes with varying
maturities and interest rates is advisable and in the
Corporation's best interests;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby
establishes and there is hereby authorized to be issued
medium-term notes, which may be a series of senior debt
securities, designated as the Senior Medium-Term Notes, Series D
(the "Senior Medium-Term Notes") and a series of subordinated
debt securities, designated as the Subordinated Medium-Term
Notes, Series D (the "Subordinated Medium-Term Notes" and,
together with the Senior Medium-Term Notes, the "Medium-Term
Notes"), which Medium-Term Notes shall be subject to the terms
and entitled to the benefits of the Indenture dated as of January
1, 1995, between the Corporation and BankAmerica National Trust
Company, as trustee (the Senior Trustee"), in the case of Senior
Medium-Term Notes, and the Indenture dated as of January 1, 1995,
between the Corporation and The Bank of New York, as trustee (the
"Subordinated Trustee"), in the case of Subordinated Medium-Term
Notes, all of which Medium-Term Notes shall be issued under the
Registration Statement in an aggregate principal amount not in
excess of $2,000,000,000;
RESOLVED FURTHER, that the Chairman of the Board and Chief
Executive Officer, the Chief Financial Officer, any Senior Vice
President or any Associate General Counsel and the Secretary or
any Assistant Secretary of the Corporation are hereby authorized
and empowered to execute and deliver, and this Committee hereby
approves, the form of United States Master Distribution Agreement
(the "Distribution Agreement"), dated as of February 28, 1995,
among the Corporation and the Agents (as defined therein), in the
form presented to the Committee and attached hereto as Exhibit A,
relating, among other things, to the sale of the Medium-Term
Notes and to the indemnification of and contribution to the
Agents, with such changes as such officers may deem necessary or
appropriate, the execution thereof being conclusive evidence of
such approval;
RESOLVED FURTHER, that each of the Chairman of the Board and
Chief Executive Officer, the Chief Financial Officer or the
Treasurer of the Corporation (each, an "Authorized Officer")
hereby is authorized and empowered to determine from time to time
the method and terms of the sale of any Medium-Term Notes,
including but not limited to the selection of the persons, if
any, to act as agent for the Corporation from time to time in
connection with the sale of any Medium-Term Notes and the
approval of administrative procedures relating to the issuance
and transfer of such Medium-Term Notes;
RESOLVED FURTHER, that each Authorized Officer hereby is
authorized and empowered to determine all of the specific terms
and provisions of any Medium-Term Notes to be sold by the
Corporation from time to time and the conditions of the sale
thereof, including but not limited to (i) the specified time or
times of any offering of Medium-Term Notes, (ii) whether the
Medium-Term Notes to be sold will be Senior Medium-Term Notes or
Subordinated Medium-Term Notes, (iii) the additional designation
of such series of Medium-Term Notes, if any, (iv) the date or
dates on which such Medium-Term Notes will be issued, (v) the
method of and date for sale and delivery of such Medium-Term
Notes, (vi) whether such Medium-Term Notes will be sold to an
agent as principal or through an agent as agent for the
Corporation, or whether the Corporation will sell such
Medium-Term Notes directly on its own behalf, (vii) the fee or
commission to be paid in connection with any such sale, (viii)
the aggregate principal amount of such Medium-Term Notes which
may be authenticated and delivered at any such time, (ix) the
date or dates on which the principal of such Medium-Term Notes is
payable, (x) the rate or rates per annum, and, if applicable, the
method for determining such rate or rates, if any, at which such
Medium-Term Notes will bear interest (which may be fixed or
floating), the dates 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 such
Medium-Term Notes on any interest payment date; (xi) the place or
places at which the principal of (and premium, if any, on) and
any interest on such Medium-Term Notes shall be payable, any such
Medium-Term Notes may be surrendered for registration or transfer
or exchange and notices and demands to or upon the corporation in
respect of such Medium-Term Notes may be served, which may or may
not be the same place and which may or may not be maintained in
the City of New York, if different from that specified herein;
(xii) the denominations in which such Medium-Term Notes are
authorized to be issued, if different from that specified herein;
(xiii) any provisions relating to the mandatory redemption of
such Medium-Term Notes by the Corporation or redemption of the
Medium-Term Notes at the option of the holder, (xiv) any sinking
fund to be provided in connection with such Medium-Term Notes;
(xv) whether such Medium-Term Notes will be original issue
discount; (xvi) the person or persons who, from time to time,
will serve as calculation agent with respect to such Medium-Term
Notes, if different from that specified herein; (xvii) any
provisions relating to the extension of maturity of, or the
renewal of, Medium-Term Notes or the conversion of such
Medium-Term Notes into other securities of the Corporation; and
(xviii) any other terms and provisions of the Medium-Term Notes;
RESOLVED FURTHER, that the Medium-Term Notes shall be issued
in registered form and, unless otherwise determined by an
Authorized Officer, such Medium-Term Notes shall be issued in
book-entry only form, represented by one or more global notes
registered in the name of The Depository Trust Company or its
nominee, in denominations of $1,000 or any integral multiple
thereof, and shall be dated the date of authentication; and the
forms of registered Senior Medium-Term Notes and the forms of
registered Subordinated Medium-Term Notes presented to this
Committee and attached hereto as Exhibit B and Exhibit C,
respectively, together with such modifications as are appropriate
to reflect the determinations of any Authorized Officer, are
hereby in all respects approved;
RESOLVED FURTHER, that the Administrative Procedures dated
as of February 28, 1995 (the "Procedures") attached hereto as
Exhibit D, are hereby approved in all respects, and the proper
officers of the Corporation are authorized and empowered to
direct the issuance of Medium-Term Notes from time to time in
accordance with such Procedures, as such Procedures may be
revised from time to time with the approval of any Authorized
Officer or Senior Vice President of the Corporation;
RESOLVED FURTHER, that the Medium-Term Notes shall be
executed in the name of and on behalf of the Corporation by the
Chairman and Chief Executive Officer or any Senior Vice President
or Vice President, the corporate seal thereon shall be attested
by the Secretary or any Assistant Secretary, and the signatures
of the Chairman and Chief Executive Officer, any Senior Vice
President or Vice President, the Secretary and any Assistant
Secretary may be in the form of facsimile signatures of the
present or any future Chairman and Chief Executive Officer or
Vice President, Secretary or Assistant Secretary, and should any
officer of the Corporation who signs, or whose facsimile
signature appears upon, any of the Medium-Term Notes, cease to be
such an officer prior to the issuance of such Medium-Term Notes,
the Medium-Term Note so signed or bearing such facsimile
signature shall, nevertheless, be valid, and, without prejudice
to the use of the facsimile signatures of any other officer as
hereinbefore authorized, the facsimile signatures of Hugh L.
McColl, Jr., Chairman and Chief Executive Officer of the
Corporation, and of James W. Kiser, Secretary of the
Corporation, are hereby expressly approved and accepted;
RESOLVED FURTHER, that pursuant to the provisions of the
respective Indentures, each of the Chairman of the Board and
Chief Executive Officer, the Chief Financial Officer, any Senior
Vice President or any Associate General Counsel of the
Corporation is hereby authorized and empowered to cause the
Medium-Term Notes, upon execution thereof, to be delivered to the
trustee under the applicable Indenture, or to any agent
designated by such trustee, for authentication and delivery and
to deliver to said trustee or agent thereof, as the case may be,
the written order of the Corporation for the authentication and
delivery of the Medium-Term Notes, if necessary;
RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, NationsBank of Georgia,
National Association hereby initially is appointed the agent for
the Corporation for the registration, transfer, exchange and
payment of the Medium-Term Notes (the "Paying Agent"), and is
authorized to be appointed by the Trustee as authenticating
agent, and that the principal corporate trust office of said bank
located at 600 Peachtree Street, Suite 900, Atlanta, Georgia
30308, hereby is designated, pursuant to the provisions of
Section 4.02 of the respective Indentures, as the office or
agency of the Corporation where the Medium-Term Notes may be
presented for registration, transfer, exchange and payment, and
the proper officers of the Corporation are hereby authorized and
empowered to execute and deliver any documents required by the
respective trustees under the Indentures, or by the Paying Agent,
with respect to such appointment of NationsBank of Georgia,
National Association, or any other person as any Authorized
Officer shall determine, as Paying Agent for the Corporation;
RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, NationsBank of Georgia,
National Association initially is appointed agent for the
calculation of interest with respect to the Medium-Term Notes as
described in the Prospectus of the Corporation dated February 24,
1995, as supplemented by the Prospectus Supplement of the
Corporation dated February 28, 1995, a copy of which is attached
hereto as Exhibit E, and the proper officers of the Corporation
are hereby authorized and empowered to execute and deliver any
documents required by NationsBank of Georgia, National
Association, with respect to such appointment, or by any other
person who may so be appointed by an Authorized Officer;
RESOLVED FURTHER, that whenever either of the respective
trustees under the Indentures shall, in its capacity as trustee,
deem it expedient, it may apply to counsel (which may be counsel
for the Corporation) for advice or instructions, and, for its
actions and good faith in such agency capacity, including but not
limited to action in reliance on such advice or instructions or
on advice of its own counsel, the Corporation shall fully protect
and hold harmless that agent from and against any liability;
RESOLVED FURTHER, that the officers of the Corporation be,
and they hereby are, authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.
NATIONSBANK CORPORATION
Medium-Term Notes
Due 9 Months or more from Date of Issue
MASTER UNITED STATES DISTRIBUTION AGREEMENT
February 28, 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 D (the "Senior Notes") and its
Subordinated Medium-Term Notes, Series D (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.
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
"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.
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 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.
(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.
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.
(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
February 28, 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 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.
(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 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, 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 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.
(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
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.
(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
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) 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.
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 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
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 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 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),
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:
(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 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 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.
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.
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:-s- JOHN E. MACK
Title: Senior Vice President and
Treasurer
Accepted:
NationsBanc Capital Markets, Inc.
By: -S- MARK T. WILSON
Title: Director
[Signatures By Agents To Follow]<PAGE>
Lehman Brothers Inc.
By:_-S- HUBERT MCDADE
Title: Managing Director
Merrill Lynch, Pierce Fenner & Smith
Incorporated
By: -s- RICHARD N. DOYLE, JR.
Title: Director
Morgan Stanley & Co. Incorporated
By:-s- RICHARD C. SCHWARTZ
Title: Principal
Salomon Brothers Inc
By:-s- RAYMOND WARNER
Title: Vice President<PAGE>
EXHIBIT A
AGENTS
NationsBanc Capital Markets, Inc.
NationsBanK Corporate Center
7th Floor, NC1-007-01-01
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: 9212) 806-6006
Lehman Brothers
Lehman Brothers Inc.
(including its affiliate, Lehman Special Securities, Inc.)
3 World Financial Center
12th Floor
New York, New York 10285
Merrill Lynch & Co., as representative of the Agents
Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower - 10th Floor
World Financial Center
New York, New York 10281-1310
Attention: MTN Product Management
Telecopy: (212) 449-2234
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10048
Attention: Managing Director of Debt Syndicate
Salomon Brothers Inc
31st Floor
Seven World Trade Center
New York, New York 10048
Attention: MTN Group, Suni P. Harford<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 more than 30 years is
subject to negotiation between the Company and the Agent at the
time of sale.<PAGE>
