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):
November 8, 1996
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)
ITEM 5. OTHER EVENTS.
Medium Term Notes
On November 8, 1996, 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 F (the "Senior Medium-Term
Notes") or subordinated debt securities, designated as the
Subordinated Medium-Term Notes, Series F (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 First Trust of New
York, National Association, as successor trustee to 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 November 8, 1996, 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 July 12, 1996
constituting a part of the Registration Statement (hereinafter
described), as supplemented by a Prospectus Supplement dated
November 8, 1996. The United States Distribution Agreement is
included as Exhibit 1.1 hereto.
The Medium-Term Notes will be issued from time to time
pursuant to the Registrant's Registration Statement on Form S-3,
Registration No. 333-7229 (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 (which may be
represented by depositary shares) and shares of its common stock
and was declared effective on July 12, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Master United States Distribution
Agreement dated November 8, 1996 with
respect to the offering of the Medium-
Term Notes
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 Successor Trustee Agreement effective
December 15, 1995, between NationsBank
Corporation and First Trust Bank of New
York, as successor trustee to BankAmerica
National Trust Company, incorporated herein
by reference to Exhibit 4.2 of the Registrant's
Registration Statement on Form S-3
Registration No. 333-7229
4.3 Form of Senior Medium-Term Note, Series
F (Fixed Rate)
4.4 Form of Senior Medium-Term Note, Series
F (Floating Rate)
4.5 Indenture dated as of January 1, 1995
between NationsBank Corporation and The
Bank of New York, as trustee,
incorporated herein by reference to
Exhibit 4.5 of the Registrant's
Registration Statement on Form S-3, as
amended, Registration No. 33-57533
4.6 Form of Subordinated Medium-Term Note,
Series F (Fixed Rate)
4.7 Form of Subordinated Medium-Term Note,
Series F (Floating Rate)
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P.
as to the legality of the securities.
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1)
99.1 Resolutions of a Committee of the Board
of Directors dated November 8, 1996 with
respect to the terms of 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: November 14, 1996
NATIONSBANK CORPORATION
Medium-Term Notes
Due 9 Months or more from Date of Issue
MASTER UNITED STATES DISTRIBUTION AGREEMENT
November 8, 1996
To the Agents listed on
Exhibit A hereto and to
each additional person
that shall become an Agent
as provided in Section 1(f)
of this Agreement.
Dear Sirs:
NationsBank Corporation, a North Carolina corporation (the
"Corporation"), has authorized and proposes to issue and sell
from time to time in the manner contemplated by this Agreement
its Senior Medium-Term Notes, Series F (the "Senior Notes") and
its Subordinated Medium-Term Notes, Series F (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 Corporation and First Trust of New
York, N.A. (the "Senior Trustee"), as successor trustee to
BankAmerica National Trust Company (the "Senior Indenture"). The
Subordinated Notes are to be issued pursuant to an Indenture
dated as of January 1, 1995 between the Corporation and The Bank
of New York (the "Subordinated Trustee"), as trustee (the
"Subordinated Indenture"). 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."
The Corporation has filed with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-3 (No.
333-7229) for the registration of debt securities (both senior
and subordinated), preferred shares, depositary 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 Corporation 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
relating to the offer and sale of the Corporation's debt
securities constituting a part thereof, as supplemented by a
prospectus supplement dated on or about the date hereof 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 Corporation for use in
connection with the offering of the Notes which is not required
to be filed by the Corporation pursuant to Rule 424(b) or Rule
434 of the 1933 Act Regulations, the term "Prospectus" shall
refer to such revised prospectus from and after the time it is
first provided to the Agent for such use.
The Corporation confirms its agreement with each of you
(individually, an "Agent" and collectively, the "Agents") with
respect to the issue and sale from time to time by the
Corporation of the Notes as follows:
SECTION 1. Appointment of Agents.
(a) Appointment. Subject to the terms and conditions
stated herein, the Corporation hereby appoints each of you as
Agent in connection with the offer and sale of the Notes.
Notwithstanding the foregoing or any other provision herein to
the contrary, the Corporation reserves the right to sell Notes,
at any time, on its own behalf to any unsolicited purchaser,
whether directly to such purchaser or through an agent for such
purchaser. Upon the sale of any Notes to an unsolicited
purchaser, no Agent named herein shall be entitled to any
commission pursuant to this Agreement.
(b) Solicitations as Agent. Subject to the terms and
conditions set forth herein, each Agent agrees, as agent of the
Company, to use its reasonable best efforts when requested by the
Company to solicit offers to purchase the Notes upon the terms
and conditions set forth in the Prospectus and the administrative
procedures with respect to the sale of Notes as may be agreed
upon from time to time between the Agents and the Corporation
(the "Procedures"). Initial Procedures dated November 8, 1996
shall remain in effect until changed by the Agents and the
Corporation. The Agents and the Corporation agree to perform the
respective duties and obligations specifically provided to be
performed by them in the Procedures. Notwithstanding any
provision herein to the contrary, the Corporation 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 Corporation, the Agents will forthwith
suspend solicitation of purchases of the Notes until such time as
the Corporation has advised the Agents that such solicitation may
be resumed.
Each Agent will communicate to the Corporation, 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
Corporation 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 Corporation's agreement herein.
All Notes sold through an Agent as agent will be sold at
100% of their principal amount unless otherwise agreed to by the
Corporation and such Agent. 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
Corporation and such Agent and set forth in a pricing supplement
to the Prospectus (a "Pricing Supplement") to be prepared
following each acceptance by the Corporation of an offer for the
purchase of Notes.
Such Agent shall make reasonable efforts to assist the
Corporation in obtaining performance by each purchaser whose
offer to purchase Notes has been solicited by such Agent and
accepted by the Corporation. The Agent shall not have any
liability to the Corporation in the event any such agency
purchase is not consummated for any reason other than the gross
negligence of the Agent. If the Corporation shall default on its
obligation to deliver Notes to a purchaser whose offer it has
accepted, the Corporation 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 Corporation and (ii)
notwithstanding such default, pay to such Agent any commission to
which it would be entitled in connection with such sale.
(c) Commissions. For those offers to purchase Notes
accepted by the Corporation, the Agent shall be paid a
commission. Unless otherwise agreed between the Corporation and
the Agent and, if required by law or otherwise, disclosed in a
Pricing Supplement, such commission shall be an amount equal to
the applicable percentage of the principal amount of each Note
sold by the Corporation as a result of a solicitation made by
such Agent as set forth in Exhibit C hereto.
(d) Purchases as Principal. The Agents shall not have any
obligation to purchase Notes from the Corporation as principal,
but an Agent and the Corporation may expressly agree from time to
time that such Agent shall purchase Notes as principal. In the
event that an Agent and the Corporation shall expressly so agree,
Notes shall be purchased by such Agent as principal. Unless
otherwise agreed between the Corporation and the Agent and, if
required by law or otherwise, disclosed in a Pricing Supplement,
each Note sold to an Agent as principal shall be purchased by
such Agent at a price equal to 100% of the principal amount
thereof less a discount equivalent to the applicable commissions
set forth in Exhibit C hereto and may be resold by such Agent at
prevailing market prices at the time or times of resale as
determined by such Agent. Such purchases as principal shall
otherwise be made in accordance with terms agreed upon by the
Agent and the Corporation (which shall be agreed upon orally,
with written confirmation prepared by the Agent and delivered to
the Corporation within two business days of such oral agreement).
In the absence of a separate written agreement, the Agent's
commitment to purchase Notes as principal shall be deemed to have
been made on the basis of the representations, warranties and
covenants of the Corporation herein contained and shall be
subject to the terms and conditions set forth herein, including
Section 10(b) hereof.
(e) Sub-Agents. An Agent may engage the services of any
other broker or dealer in connection with the resale of any Notes
purchased as principal but no Agent may appoint sub-agents. In
connection with sales by an Agent of Notes purchased by such
Agent as principal to other brokers or dealers, such Agent may
allow any portion of the discount received in connection with
such purchases from the Corporation to such brokers and dealers.
(f) Appointment of Additional Agents. Notwithstanding any
provision herein to the contrary, the Corporation reserves the
right to appoint additional agents for the offer and sale of
Notes, which agency may be on an on-going basis or on a one-time
basis. Any such additional agent 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 acknowledgment of its
appointment hereunder, including the form of letter attached
hereto as Exhibit D, and delivery to the Corporation of addresses
for notice hereunder and under the Procedures. After the time an
Agent is appointed, the Corporation shall deliver to the Agent,
at such Agent's request, copies of the documents delivered to
other Agents under Sections 4(a), 4(b) and 4(c) and, if such
appointment is on an on-going basis, Sections 6(b), 6(c) and 6(d)
hereof.
(g) Reliance. The Corporation and the Agents agree that
any Notes the placement of which an Agent arranges shall be
placed by such Agent in reliance on the representations,
warranties, covenants and agreements of the Corporation contained
herein and on the terms and conditions and in the manner provided
herein or provided in the Procedures.
(h) Sale of Notes. The Corporation shall not sell or
approve the solicitation of purchases of Notes in excess of the
amount which shall be authorized by the Corporation 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.
SECTION 2. Representations and Warranties.
(a) The Corporation represents and warrants to the Agents
as of the date hereof, as of the date of each acceptance by the
Corporation 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 Corporation 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 and regulations 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
Corporation 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
Corporation by or on behalf of any Agent specifically for
use in connection with the preparation of the Registration
Statement and the Prospectus.
(iii) The Corporation 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 Corporation 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 Corporation to such
Agent as to the matters covered thereby on the date of such
certificate and at each Representation Date subsequent thereto.
SECTION 3. Covenants of the Corporation.
The Corporation covenants with the Agents as follows:
(a) Notice of Certain Events. The Corporation 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 Corporation 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 Corporation
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, upon request, 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 as to which the Agents or their counsel
reasonably object.
(c) Copies of the Registration Statement and the Prospectus
and 1934 Act Filings. The Corporation 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 Corporation 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 Corporation 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 Corporation with the
Commission pursuant to the 1934 Act as soon as practicable after
the filing thereof.
(d) Preparation of Pricing Supplements. The Corporation
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
Corporation, 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 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
Corporation 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 Corporation 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 Corporation 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 Corporation for the
preceding fiscal year, the Corporation 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 Corporation 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 Corporation'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 Qualification. The Corporation 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 Corporation 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 Corporation 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 Corporation
will promptly advise the Agents of the receipt by the Corporation
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 Corporation, 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 Corporation
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 Corporation and (ii) the Agents shall not then
hold any Notes as principal purchased from the Corporation, to
the time the Corporation 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 4. Conditions of Obligations.
The obligations of an Agent to solicit offers to purchase
the Notes as agent of the Corporation, 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 Corporation herein and to the
accuracy of the statements of the Corporation's officers made in
any certificate furnished pursuant to the provisions hereof, to
the performance and observance by the Corporation 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 Corporation Counsel. The opinion of
Smith Helms Mulliss & Moore, L.L.P., counsel to the
Corporation, 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
Corporation, to the effect of paragraphs (ii) and (iii)
below:
(i) The Corporation 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 (A)
NationsBank, National Association, (B) NationsBank,
National Association (South), and (C) NationsBank of
Texas, National Association (or the successors to such
entities) (collectively, the "Principal Banking
Subsidiaries"), is a national banking association
formed under the laws of the United States and
authorized thereunder to transact business.
(ii) Except for those jurisdictions specifically
enumerated in such opinion, to the best of such
counsel's knowledge, neither the Corporation nor any of
the Principal Banking 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 Principal Banking 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 Principal Banking Subsidiaries (except
directors' qualifying shares) are owned, directly or
indirectly, by the Corporation 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 Corporation and
constitutes a legal, valid and binding agreement of the
Corporation, enforceable against the Corporation 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 by the Corporation,
has been duly qualified under the 1939 Act, as
applicable, and constitutes a legal, valid and binding
instrument of the Corporation enforceable against the
Corporation 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 Corporation 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 Corporation or any of the
Principal Banking 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 Corporation 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 Corporation or any of the
Principal Banking Subsidiaries is a party or bound, or
any order or regulation known to such counsel to be
applicable to the Corporation or any of the Principal
Banking Subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator
having jurisdiction over the Corporation or any of the
Principal Banking 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 on behalf of the Corporation 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 Corporation
and the Principal Banking 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 Corporation or upon the
opinion of other counsel of good standing believed to be
reliable and who are satisfactory to counsel for the
Corporation; and (B) as to matters of fact, to the extent
deemed proper, on certificates of responsible officers of
the Corporation and the Principal Banking 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. On 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 Corporation, 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 Corporation 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
Corporation 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 Corporation has performed or complied with all agreements and
satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the date of such certificate, and (iv)
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 Corporation 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 Corporation 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:
Reading the minutes of the meetings of the
shareholders, the board of directors, executive committee
and audit committee of the Corporation 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;
(a) 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 Corporation 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
(b) Making inquiries of certain officials of the
Corporation 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 Corporation 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 Corporation 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
Corporation and its subsidiaries identified in such
letter.
(a) 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, or in order to
evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the
conditions, contained herein; and all proceedings taken by the
Corporation 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 4 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 Corporation 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 3(h) hereof, the provisions
concerning payment of expenses under Section 8 hereof, the
indemnity and contribution agreements set forth in Section 7
hereof, the provisions concerning the representations, warranties
and agreements to survive delivery set forth in Section 9 hereof
and the provisions regarding parties set forth under Section 13
hereof shall remain in effect.
SECTION 5. Delivery of and Payment for Notes Sold through the
Agents.
Delivery of Notes sold through an Agent as agent shall be
made by the Corporation 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 Corporation and
deliver the Note to the Corporation, and, if the Agent has
theretofore paid the Corporation for such Note, the Corporation
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 Corporation 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
Corporation's account. Unless otherwise agreed between the
Corporation 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 6. Additional Covenants of the Corporation.
The Corporation 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 Corporation 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 Corporation 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 Corporation 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 4(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 4(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 Corporation 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 Corporation, and Paul J. Polking, General Counsel
to the Corporation, 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 4(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 Corporation 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 4(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 4(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
Corporation; 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 7. Indemnification and Contribution.
(a) The Corporation 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 Corporation 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 Corporation by or on behalf of any
Agent specifically for use in connection with the preparation
thereof, or arises out of or is based upon statements in or
omissions from 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, 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 written 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 Corporation may
otherwise have.
(b) Each Agent severally agrees to indemnify and hold
harmless the Corporation, each of its directors, each of its
officers who signs the Registration Statement and each person who
controls the Corporation within the meaning of either the 1933
Act or the 1934 Act, to the same extent as the foregoing
indemnity from the Corporation to each Agent, but only with
reference to written information relating to such Agent furnished
to the Corporation 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 Corporation 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 7 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 7, 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 7. 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 7 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 7 is due in accordance with its
terms but is for any reason held by a court to be unavailable
from the Corporation on the grounds of policy or otherwise, the
Corporation 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 Corporation 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 Corporation 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 7, 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
Corporation within the meaning of either the 1933 Act or the 1934
Act, each officer of the Corporation who shall have signed the
Registration Statement and each director of the Corporation shall
have the same rights to contribution as the Corporation, 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 8. Payment of Expenses.
The Corporation 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 Corporation's
accountants and counsel, of the Trustees and their counsel, and
of any registrar, transfer agent, paying agent or 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, reproduction 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 Corporation;
(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 9. Representations, Warranties and Agreements to
Survive Delivery.
All representations, warranties and agreements contained in
this Agreement or in certificates of officers of the Corporation
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 Corporation, 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
Corporation 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 Corporation 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 Corporation 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
Corporation 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 Corporation 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
Corporation, then the Corporation 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 Corporation and the Agent reasonably fail
to agree on any such revised terms, then either the Corporation
or the Agent may terminate such agreement to purchase Notes.
(b) General. In the event of a termination under this
Section 10, 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 Section 1(c) 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
Corporation 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 3 and 6 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 3(h) hereof,
the provisions of Section 8 hereof, the indemnity and
contribution agreements set forth in Section 7 hereof, and the
provisions of Sections 9, 12 and 13 hereof shall remain in
effect.
SECTION 11. 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 Corporation 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 Corporation:
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255
Corp. Treas. Div. NC1-007-23-01
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, NC1-007-20-01
Charlotte, North Carolina 28255
Telecopy: (704) 386-6453
Smith Helms Mulliss & Moore, L.L.P.
214 North Church 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 11.
SECTION 12. 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 13. Parties.
This Agreement shall inure to the benefit of and be binding
upon the Agents and the Corporation 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 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of
the parties hereto and respective successors and said controlling
persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or
corporation. No purchaser of Notes shall be deemed to be a
successor by reason merely of such purchase.
<PAGE>
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the Corporation a
counterpart hereof, whereupon this instrument along with all
counterparts will become a binding agreement between the Agents
and the Corporation in accordance with its terms.
Very truly yours,
NATIONSBANK CORPORATION
By:/S/ JOHN E. MACK
Name: John E. Mack
Title: Senior Vice President and
Treasurer
<PAGE>
Accepted:
NATIONSBANC CAPITAL MARKETS, INC.
By:/S/ LYNN T. MCCONNELL
Name: Lynn T. McConnell
Title: Director
LEHMAN BROTHERS, INC.
By:/S/ JEARALD WIGDORTZ
Name: Jearald Wigdortz
Title:Managing Director
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ SCOTT G. PRIMROSE
Name: Scott G. Primrose
Title: Authorized Signatory
MORGAN STANLEY & CO., INC.
By:/s/ MICHAEL ROLLINGS
Name: Michael Rollings
Title:_____________________
SALOMON BROTHERS INC
By:/s/ MARTHA D. BAILEY
Name: Martha D. Bailey
Title: Vice President
EXHIBIT A
AGENTS
NationsBanc Capital Markets, Inc.
NationsBank Corporate Center
7th Floor, NC1-007-07-01
Charlotte, North Carolina 28255-0065
Telecopy: (704) 388-9982
Telephone: (704) 388-8856
With a copy to:
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Attention: James R. Tanenbaum
Telecopy: (212) 806-6006
Lehman Brothers
Lehman Brothers Inc.
3 World Financial Center
12th Floor
New York, New York 10285-1200
Attention: Medium-Term Note Department
Telecopy: (212) 528-1718
Telephone: (212) 526-2040
Merrill Lynch & Co.
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
1585 Broadway
New York, New York 10036
Attention: Mike Fusco
Telecopy: (212) 761-0781
Salomon Brothers Inc
32nd Floor
Seven World Trade Center
New York, New York 10048
Attention: MTN Group
Telecopy: (212) 783-2274
<PAGE>
EXHIBIT B
The following terms, if applicable, shall be agreed to by an
Agent and the Corporation 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:
Base Rate:
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:
Original Issue Date:
Date of Maturity:
Purchase Price: _____%
Settlement Date and Time:
Additional Terms:
<PAGE>
EXHIBIT C
As compensation for the services of an Agent hereunder, the
Corporation shall pay it, on a discount basis, a commission for
the sale of each Note by such Agent which, unless otherwise
agreed between the Corporation and Agent, shall be 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 or
sold to one or more Agents as principal also is subject to
negotiation between the Corporation and the Agent at the time of
sale.
<PAGE>
EXHIBIT D
[Date]
[Name and Address of Agent]
Re: Issuance of $_________________ Medium Term
Senior/Subordinated Notes, Series F, by NationsBank
Corporation
Dear __________:
The Master United States Distribution Agreement dated
_____________, 1996 (the "Agreement"), among NationsBank
Corporation ("NationsBank") and the Agents named therein,
provides for the issue and sale by NationsBank of its Medium Term
Notes, Series F.
Subject to and in accordance with the terms of the Agreement and
accompanying Administrative Procedures, NationsBank hereby
appoints you as Agent (as such term is defined in the Agreement)
in connection with the purchase of the notes as described in the
accompanying Pricing Supplement No. ___, dated ___________,
199__, (the "Notes") but only for this one reverse inquiry
transaction. Your appointment is made subject to the terms and
conditions applicable to Agents under the Agreement and
terminates upon payment for the Notes or other termination of
this transaction. Accompanying this letter is a copy of the
Agreement, the provisions of which are incorporated herein by
reference. Copies of the officer's certificate, opinions of
counsel, and auditors' letter described in the Agreement are not
enclosed but are available upon your request.
This letter agreement, like the Agreement, is governed by and
construed in accordance with the laws of the State of New York.
If the above is in accordance with your understanding of our
agreement, please sign and return this letter to us on or before
settlement date. This action will confirm your appointment and
your acceptance and agreement to act as Agent in connection with
the issue and sale of the above described Notes under the terms
and conditions of the Agreement.
Very truly yours,
AGREED AND ACCEPTED
NATIONSBANK CORPORATION [Name of Agent]
By:____________________ By:_____________________
Name:__________________ Name:___________________
Title:_________________ Title:__________________
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS
NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED $_________________
NUMBER FXR _________CUSIP 63858R _____
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES F
(Fixed Rate)
ORIGINAL ISSUE DATE:
INTEREST RATE:
STATED MATURITY DATE:
FINAL MATURITY DATE:
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE:
PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
ADDITIONAL TERMS:
This Note is a Renewable Note.
See Attached Rider.
This Note is an Extendible Note.
See Attached Rider.
NATIONSBANK CORPORATION, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
__________________________ DOLLARS on the Stated Maturity Date
specified above (except to the extent redeemed or repaid prior to
the Stated Maturity Date), and to pay interest on said principal
sum, semi-annually in arrears on ____________ and __________ of
each year (each an "Interest Payment Date"), at the Interest Rate
per annum specified above, until payment of such principal sum
has been made or duly provided for, commencing on the first
Interest Payment Date next succeeding the Original Issue Date
specified above, unless the Original Issue Date occurs between a
Regular Record Date, as defined below, and the next succeeding
Interest Payment Date, in which case commencing on the Interest
Payment Date following the next succeeding Regular Record Date,
and on the Stated Maturity Date or Final Maturity Date shown
above (or any Redemption Date as defined on the reverse hereof or
any Optional Repayment Date as specified above with respect to
which any such option has been exercised, each such Stated
Maturity Date, Final Maturity Date, Redemption Date and Optional
Repayment Date being herein referred to as a "Maturity Date" with
respect to the principal payable on such date). Interest on this
Note will accrue from the Original Issue Date specified above
until the principal amount is paid and will be computed on the
basis of a 360-day year of twelve 30-day months. Interest
payments will be in the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of
which interest has been paid or duly provided for (or from and
including the Original Issue Date specified above, if no interest
has been paid or duly provided for with respect hereto) to but
excluding the Interest Payment Date or the Maturity Date, as the
case may be. If the Maturity Date or an Interest Payment Date
falls on a day which is not a Business Day as defined below,
principal or interest payable with respect to such Maturity Date
or Interest Payment Date will be paid on the next succeeding
Business Day with the same force and effect as if made on such
Maturity Date or Interest Payment Date, as the case may be, and
no additional interest shall accrue for the period from and after
such Maturity Date or Interest Payment Date. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will be paid to the person in whose name
this Note (or one or more predecessor Notes evidencing all or a
portion of the same debt as this Note) is registered at the close
of business on the Regular Record Date, which shall be the
__________ or the ___________, whether or not a Business Day, as
the case may be, immediately preceding such Interest Payment
Date; provided, however, that the first payment of interest on
any Note with an Original Issue Date, as specified above, between
a Regular Record Date and an Interest Payment Date or on an
Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the person
in whose name this Note is registered at the close of business on
such next succeeding Regular Record Date; and provided, further,
that interest payable on the Maturity Date will be payable to the
person to whom the principal hereof shall be payable. Any
interest not punctually paid or duly provided for shall be
payable as provided in the Indenture. As used herein, "Business
Day" means any day, other than a Saturday or Sunday or a legal
holiday in New York, New York or Charlotte, North Carolina that
is not a day on which banks in New York, New York, or Charlotte,
North Carolina are authorized or required by law or regulation to
be closed.
The principal of and interest on this Note are payable in
immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts at the office or
agency of the Corporation designated as provided in the
Indenture; provided, however, that interest may be paid, at the
option of the Corporation, by check mailed to the person entitled
thereto at his address last appearing on the registry books of
the Corporation relating to the Notes. Notwithstanding the
preceding sentence, payments of principal of and interest payable
on the Maturity Date will be made by wire transfer of immediately
available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the Issuing and
Paying Agent (described on the reverse hereof) from the
registered holder hereof not less than one Business Day prior to
the due date of such principal and (ii) presentation of this Note
to the Issuing and Paying Agent at The Bank of New York, 101
Barclay Street, New York, New York 10286 (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.
<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:
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:_____________
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee
By: The Bank of New York,
as Authenticating Agent
By:__________________________
Authorized Signatory
<PAGE>
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES F
(Fixed Rate)
This Note is one of a duly authorized series of Securities
of the Corporation unlimited in aggregate principal amount
(herein called the "Notes") issued and to be issued under an
Indenture dated as of January 1, 1995 (herein called the
"Indenture"), between the Corporation and First Trust of New
York, National Association, as successor trustee to BankAmerica
National Trust Company (herein called the "Trustee," which term
includes any successor trustee under the Indenture) to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights thereunder
of the Corporation, the Trustee and the holders of the Notes, and
the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is also one of the Notes designated as
the Corporation's Senior Medium-Term Notes, Series F, limited in
aggregate principal amount to $2,000,000,000. The Bank of New
York initially has been appointed as Security Registrar,
Authenticating and Paying Agent in connection with the Notes.
The Notes may bear different dates, mature at different times,
bear interest at different rates and vary in such other ways as
are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
registered holder on the Optional Repayment Date(s), if any,
indicated on the face hereof. IF NO OPTIONAL REPAYMENT DATES ARE
SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE SO REPAID AT
THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY
DATE. On any Optional Repayment Date this Note shall be
repayable in whole or in part in increments of $1,000 at the
option of the holder hereof at a repayment price equal to 100% of
the principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this Note to be repaid in
whole or in part at the option of the holder hereof, this Note
must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Issuing and Paying Agent
at the Corporate Trust Office, or such other address of which the
Corporation shall from time to time notify the holders of the
Notes, not more than 60 nor less than 30 days prior to an
Optional Repayment Date. Exercise of such repayment option by
the holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Corporation
on any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). IF NO
INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS
NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR
TO THE STATED MATURITY DATE. On and after the Initial Redemption
Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 at the option
of the Corporation at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof
shall be issued in the name of the registered holder hereof upon
the surrender hereof. If this Note is redeemable at the option
of the Corporation, the "Redemption Price" shall initially be the
Initial Redemption Percentage specified on the face hereof of the
principal amount of this Note to be redeemed and shall decline at
each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified on the face
hereof of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.
The provisions of Article Fourteen of the Indenture do not
apply to Securities of this Series.
If an Event of Default (defined in the Indenture as (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 times, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Corporation relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee or the Security Registrar duly
executed by, the registered holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Corporation, the Trustee, the Issuing and Paying
Agent and any agent of the Corporation, the Trustee or the
Issuing and Paying Agent may treat the entity in whose name this
Note is registered as the absolute owner hereof for the purpose
of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee, the Issuing and Paying Agent nor any
such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The Notes are being issued by means of a book-entry system
with no physical distribution of certificates to be made except
as provided in the Indenture. The book-entry system maintained
by The Depository Trust Company ("DTC") will evidence ownership
of the Notes, with transfers of ownership effected on the records
of DTC and its participants pursuant to rules and procedures
established by DTC and its participants. The Corporation will
recognize Cede & Co., as nominee of DTC, while the registered
holder of the Notes, as the owner of the Notes for all purposes,
including payment of principal and interest, notices and voting.
Transfer of principal and interest to participants of DTC will be
the responsibility of DTC, and transfer of principal and interest
to beneficial owners of the Notes by participants of DTC will be
the responsibility of such participants and other nominees of
such beneficial owners. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures established by
DTC and its participants. The Corporation will not be
responsible or liable for such transfers or payments or for
maintaining, supervising or reviewing the records maintained by
DTC, its participants or persons acting through such
participants.
<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 it appears upon the face of the within Note in every
particular, without alteration or enlargement or any change
whatever and must be guaranteed.<PAGE>
[OPTION TO ELECT REPAYMENT]
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at
__________________________________________________
_________________________________________________________________
_________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee (or any duly
appointed paying agent) must receive at __________________, or at
such other place or places of which the Corporation shall from
time to time notify the registered holder of this Note, not more
than 60 nor less than 30 days prior to an Optional Repayment
Date, if any, shown on the face hereof, this Note with this
"Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the registered holder elects to have
repaid and specify the denomination or denominations (which shall
be $__________ or an integral multiple of $l,000 in excess of
$__________) of the Notes to be issued to the registered holder
for the portion of this Note not being repaid (in the absence of
any such specification, one such Note will be issued for the
portion not being repaid).
$_______________________ ____________________________________
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>
RENEWABLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed
that this Note is a Renewable Note which initially matures on the
Stated Maturity Date shown on the face hereof. At each Renewal
Date, as specified below, the maturity of this Note will be
automatically extended to the corresponding New Maturity Date, as
specified below, unless the registered holder of this Note elects
to terminate the automatic extension of the maturity of this Note
or any portion hereof and delivers a completed Extension
Termination Notice to the Trustee (or any duly appointed paying
agent) not less than 15 nor more than 30 days prior to the
applicable Renewal Date. The Extension Termination Notice may
specify all or a portion of the outstanding principal amount of
the Note so long as the principal amount of the Note remaining
outstanding after repayment is an integral multiple of $1,000.
Upon timely delivery of such Extension Termination Notice, the
term of the principal amount of this Note subject to such notice
will be deemed automatically to mature on the Stated Maturity
Date or the then applicable New Maturity Date, as the case may
be. The remaining principal balance of such Note, if any, will
be deemed to automatically be extended to the corresponding New
Maturity Date but in no circumstances may such maturity be
extended beyond the Final Maturity Date set forth below. An
election to terminate the automatic extension of the maturity
hereof shall be irrevocable and binding on each holder hereof.
Notwithstanding any such extension, the interest rate applicable
to this Note will continue to be calculated as set forth in this
Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
Renewal Date (s) New Maturity Date(s)
<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 for one or more
whole year periods, as set forth below (each, an "Extension
Period"), up to but not beyond the Final Maturity Date set forth
below, under the terms of this Note as supplemented by this
Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice
Due Date
Extended
Maturity Date
The Corporation may exercise its option with respect hereto
by delivery to the Trustee (or any duly appointed paying agent)
of notice of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity Date originally in effect with
respect hereto or, if the Stated Maturity Date has already been
extended, prior to the maturity date then in effect (each, an
"Extended Maturity Date"). After such receipt and not later than
40 days prior to the Stated Maturity Date or an Extended Maturity
Date, as the case may be (each, a "Maturity Date"), the Trustee
(or any duly appointed Paying Agent) will mail first class mail,
postage prepaid, to the registered holder hereof a notice (the
"Extension Notice") relating to such extension period (the
"Extension Period") setting forth (i) the election of the
Corporation to extend the maturity hereof, (ii) the new Extended
Maturity Date, (iii) the interest rate applicable to the
Extension Period, and (iv) the provisions, if any, for redemption
during the Extension Period, including the date or dates on
which, the period or periods during which and the price or prices
at which such redemption may occur during the Extension Period.
Upon the mailing by the Trustee (or any duly appointed Paying
Agent) of an Extension Notice to the registered holder hereof,
the maturity hereof shall be extended automatically as set forth
in such Extension Notice, and, except as modified by the
Extension Notice and as described in the next paragraph, this
Note will have the same terms as prior to the mailing of such
Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior
to the Maturity Date hereof (or, if such date is not a Business
Day, on the immediately succeeding Business Day), the Corporation
may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the
Extension Period by mailing or causing the Trustee (or any duly
appointed paying agent) to mail notice of such higher interest
rate, first class mail, postage prepaid, to the registered holder
hereof. Such notice shall be irrevocable. Thereafter, this Note
will bear such higher interest rate for the Extension Period.
If the Corporation elects to extend the maturity hereof, the
registered holder hereof will have the option to elect repayment
hereof by the Corporation on the Maturity Date then in effect at
a price equal to the principal amount hereof plus any accrued and
unpaid interest to such date. In order for this Note to be so
repaid on the Maturity Date, the Corporation must receive, at
least 15 days but not more than 30 days prior to the Maturity
Date then in effect with respect hereto, (i) this Note with the
form "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, or the
National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States setting forth the name
of the registered holder hereof, the principal amount hereof to
be repaid, the certificate number or a description of the tenor
and terms hereof, a statement that the option to elect repayment
is being exercised thereby and a guarantee that this Note,
together with the duly completed form entitled "Option to Elect
Repayment" attached hereto, will be received by the Trustee (or
any duly appointed paying agent) not later than the fifth
Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such telegram,
telex, facsimile transmission or letter shall only be effective
if this Note and duly completed form are received by the Trustee
(or any duly appointed paying agent) by such fifth Business Day.
Such option may be exercised by the registered holder hereof for
less than the aggregate principal amount hereof then outstanding,
provided that the principal amount hereof remaining outstanding
after repayment is an integral multiple of $1,000.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS
NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED $__________
NUMBER FLR _______ CUSIP 63858R________
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES F
(Floating Rate)
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 RESET DATES: This Note is a Renewable
INTEREST RESET PERIOD: Note.
INITIAL REDEMPTION DATE: See Attached Rider.
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT 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 CEDE &
CO., or registered assigns, the principal sum of
___________________ DOLLARS on the Stated Maturity Date specified
above (except to the extent redeemed or repaid prior to the
Stated Maturity Date), and to pay interest thereon at a rate per
annum equal to the Initial Interest Rate specified above until
the initial Interest Reset Date as 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 as
specified above with respect to which any such option has been
exercised, each such Stated Maturity Date, Final Maturity Date,
Redemption Date and Optional Repayment Date being herein referred
to as a "Maturity Date" with respect to the principal 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 from and including the
Original Issue Date specified above if no interest has been paid
or duly provided for) to but excluding such Interest Payment Date
or Maturity Date, as the case may be; provided, however, that if
the Interest Reset Period specified above 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 or duly provided
for (or from and including the Original Issue Date specified
above if no interest has been paid or duly provided for) to 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 that
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 that 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 or a legal holiday in New York,
New York or Charlotte, North Carolina, that (i) is not a day on
which banks in New York, New York, or Charlotte, North Carolina
are authorized or required by law or regulation to be closed and
(ii) if the Base Rate is LIBOR, is a day on which dealings in
deposits in 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 (as described on the reverse hereof) from the
registered holder hereof not less than one Business Day prior to
the due date of such principal and (ii) presentation of this Note
to The Bank of New York, as Issuing and Paying Agent, 101 Barclay
Street, New York, New York 10286 (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: ____________________________
FIRST TRUST OF NEW YORK, NATIONAL
ASSOCIATION,
as Trustee
By: The Bank of New York, as
Authenticating Agent
By:__________________________
Authorized Signatory
<PAGE>
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES F
(Floating Rate)
This Note is one of a duly authorized series of Securities
of the Corporation unlimited in aggregate principal amount
(herein called the "Notes") issued and to be issued under an
Indenture dated as of January 1, 1995 (herein called the
"Indenture"), between the Corporation and First Trust of New
York, National Association, as successor trustee to BankAmerica
National Trust Company (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights thereunder
of the Corporation, the Trustee and the holders of the Notes, and
the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is also one of the Notes designated as
the Corporation's Senior Medium-Term Notes, Series F (herein
called the "Notes"), limited in aggregate principal amount to
$2,000,000,000. The Bank of New York initially has been
appointed to serve as the Security Registrar and the Issuing and
Paying Agent in connection with the Notes. The Notes may bear
different dates, mature at different times, bear interest at
different rates and vary in such other ways as are provided in
the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
registered 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 Issuing and Paying Agent at the
Corporate Trust Office, or such other address of which the
Corporation shall from time to time notify the holders of the
Notes, not more than 60 nor less than 30 days prior to an
Optional Repayment Date. Exercise of such repayment option by
the holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Corporation
on any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). IF NO
INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS
NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR
TO THE STATED MATURITY DATE. On and after the Initial Redemption
Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 at the option
of the Corporation at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof
shall be issued in the name of the registered holder hereof upon
the surrender hereof. If this Note is redeemable at the option
of the Corporation, the "Redemption Price" shall initially be the
Initial Redemption Percentage specified on the face hereof of the
principal amount of this Note to be redeemed and shall decline at
each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified on the face
hereof of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.
Accrued interest hereon shall be calculated by multiplying
the face amount hereof by an accrued interest factor. Such
accrued interest factor will 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 (i) 360, or
(ii) the actual number of days in the year, in the case of Notes
having the Treasury Rate or the CMT Rate as their Base Rate as
specified on the face hereof.
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, each as specified on
the face hereof, (i) plus or minus the Spread, if any, specified
on the face hereof and/or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof. The interest
rate in effect with respect hereto during an Interest Reset
Period will be the rate determined on the Calculation Date (as
hereinafter defined) by reference to the Interest Determination
Date (as hereinafter defined). The interest rate in effect on
each day shall be (a) if such day is an Interest Reset Date, as
specified on the face hereof, the interest rate determined as of
the Interest Determination Date 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 immediately preceding Interest Reset Date,
provided that (i) the interest rate in effect from the Original
Issue Date to the initial 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 applicable Interest Reset
Date. The Interest Determination Date with respect to any Note
that has LIBOR as its Base Rate will be the second London Banking
Day (as defined below) preceding the applicable Interest Reset
Date. The Interest Determination Date with respect to any Note
that has the Eleventh District Cost of Funds Rate as its Base
Rate will be the last Business Day of the month immediately
preceding the applicable Interest Reset Date in which the Federal
Home Loan Bank (the "FHLB") of San Francisco publishes the Index
(as defined below). The Interest Determination Date with respect
to any Note that has the Treasury Rate as its Base Rate will be
the day of the week in which the applicable 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 in denominations of
$5,000,000 of major United States money center banks 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 set forth
above, the CD Rate for such CD Rate Interest Determination Date
will be the CD Rate then 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
Commercial Paper Rate Interest Determination 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 such 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 (which may include the Calculation Agent or its
affiliates) 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 securities rating agency;
provided, however, that if such dealers are not so quoting such
rates, 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 calculated in
accordance with the following formula:
Money Market Yield = D x 360
360 - (D x M) x 100
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and
"M" refers to the actual number of days in the interest period
for which interest is being calculated.
Determination of LIBOR. LIBOR means the rate determined by
the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date (a
"LIBOR Interest Determination Date"), LIBOR will be "LIBOR
Telerate" unless "LIBOR Reuters" is specified on the face of
this Note. "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 the applicable LIBOR rate 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 commencing on the
applicable Interest Reset Date 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
commencing on the applicable Interest Reset Date 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 offered 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 offered 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,
Page 3750) 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, Australian dollars, Canadian
dollars, Deutsche marks, Italian lire, Swiss Francs and ECUs, the
Principal Financial Center shall be The City of New York, Sydney,
Toronto, Frankfurt, Milan, Zurich 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 such 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 for Federal Funds 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 for 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 US PRIME 1 (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 US PRIME 1
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 rates appear on the Reuters Screen US PRIME 1, the Prime
Rate will 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 the
Prime Rate Interest Determination 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; provided, however, that if the banks so
selected are not quoting prime rates, 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 US PRIME 1" means the display designated as
page "US PRIME 1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the US PRIME 1 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 so quoting such rates, 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 Designated 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,
as specified on the face hereof, 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
such 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 such
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 such 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 then 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
Treasury 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 hereof
(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)), for the purpose of displaying Treasury
Constant Maturity as reported in H.15(519). If no such page is
specified, the Designated 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 face hereof with respect to
which the CMT Rate will be calculated. If no such maturity is
specified on the face hereof, 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 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 then 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, and 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.
The Calculation Agent shall calculate the interest rate
hereon in accordance with the foregoing on or before each
Calculation Date. At the request of the registered holder
hereof, the Calculation Agent will provide to such 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.
The provisions of Article Fourteen of the Indenture do not
apply to Securities of this Series.
If an Event of Default (defined in the Indenture as (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 herefor or in
lieu hereof whether or not notation of such consent or waiver is
made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Corporation relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee or Security Registrar duly executed
by, the registered holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Corporation, the Trustee, the Issuing and Paying
Agent and any agent of the Corporation, the Trustee or any
Issuing and Paying Agent may treat the entity in whose name this
Note is registered as the absolute owner hereof for the purpose
of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee, the Issuing and Paying Agent nor any
such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The Notes are being issued by means of a book-entry system
with no physical distribution of certificates to be made except
as provided in the Indenture. The book-entry system maintained
by The Depository Trust Company ("DTC") will evidence ownership
of the Notes, with transfers of ownership effected on the records
of DTC and its participants pursuant to rules and procedures
established by DTC and its participants. The Corporation will
recognize Cede & Co., as nominee of DTC, while the registered
holder of the Notes, as the owner of the Notes for all purposes,
including payment of principal and interest, notices and voting.
Transfer of principal and interest to participants of DTC will be
the responsibility of DTC, and transfer of principal and interest
to beneficial owners of the Notes by participants of DTC will be
the responsibility of such participants and other nominees of
such beneficial owners. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures established by
DTC and its participants. The Corporation will not be
responsible or liable for such transfers or payments or for
maintaining, supervising or reviewing the records maintained by
DTC, its participants or persons acting through such
participants.
<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 it appears upon the face of the within Note in every
particular, without alteration or enlargement or any change
whatever and must be guaranteed.<PAGE>
[OPTION TO ELECT REPAYMENT]
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at
________________________________________________
________________________________________________________________.
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee (or any duly
appointed paying agent) must receive at __________________, or at
such other place or places of which the Corporation shall from
time to time notify the registered holder of this Note, not more
than 60 nor less than 30 days prior to an Optional Repayment
Date, if any, shown on the face hereof, this Note with this
"Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the 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 hereof. At each Renewal
Date, as specified below, the maturity of this Note will be
automatically extended to the corresponding New Maturity Date, as
specified below, unless the registered holder of this Note elects
to terminate the automatic extension of the maturity of this Note
or any portion hereof and delivers a completed Extension
Termination Notice to the Trustee (or any duly appointed paying
agent) not less than 15 nor more than 30 days prior to the
applicable Renewal Date. The Extension Termination Notice may
specify all or a portion of the outstanding principal amount of
the Note so long as the principal amount of the Note remaining
outstanding after repayment is an integral multiple of $1,000.
Upon timely delivery of such Extension Termination Notice, the
term of the principal amount of this Note subject to such notice
will be deemed automatically to mature on the Stated Maturity
Date or the then applicable New Maturity Date, as the case may
be. The remaining principal balance of such Note, if any, will
be deemed to automatically be extended to the corresponding New
Maturity Date but in no circumstances may such maturity be
extended beyond the Final Maturity Date set forth below. An
election to terminate the automatic extension of the maturity
hereof shall be irrevocable and binding on each holder hereof.
Notwithstanding any such extension, the interest rate applicable
to this Note will continue to be calculated as set forth in this
Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
Renewal Date (s) New Maturity Date(s)
<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 for one or more
whole year periods, as set forth below (each, an "Extension
Period"), up to but not beyond the Final Maturity Date set forth
below, under the terms of this Note as supplemented by this
Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice
Due Date
Extended
Maturity Date
The Corporation may exercise its option with respect hereto
by delivery to the Trustee (or any duly appointed paying agent)
of such exercise at least 45 but not more than 60 days prior to
the Stated Maturity Date originally in effect with respect hereto
or, if the Stated Maturity Date has already been extended, prior
to the maturity date then in effect (an "Extended Maturity
Date"). After such receipt and not later than 40 days prior to
the Stated Maturity Date or an Extended Maturity Date, as the
case may be (each, a "Maturity Date"), the Trustee (or any duly
appointed Paying Agent) will mail first class mail, postage
prepaid, to the registered holder hereof a notice (the
"Extension Notice") relating to such extension period (the
"Extension Period") setting forth (i) the election of the
Corporation to extend the maturity hereof, (ii) the new Extended
Maturity Date, (iii) the 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 registered
holder hereof, the maturity hereof shall be extended
automatically as set forth in such Extension Notice, and, except
as modified by the Extension Notice and as described in the next
paragraph, this Note will have the same terms as prior to the
mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior
to the Maturity Date hereof (or, if such date is not a Business
Day, on the immediately succeeding Business Day), the Corporation
may, at its option, revoke the Spread and/or Spread Multiplier
provided for in the Extension Notice and establish a higher
Spread and/or Spread Multiplier for the Extension Period by
mailing or causing the Trustee (or any duly appointed Paying
Agent) to mail notice of such higher Spread and/or Spread
Multiplier, first class mail, postage prepaid, to the registered
holder of such Note. Such notice shall be irrevocable.
Thereafter this Note will bear such higher Spread and/or Spread
Multiplier for the Extension Period.
If the Corporation elects to extend the maturity hereof, the
registered holder hereof will have the option to elect repayment
hereof by the Corporation on the Maturity Date then in effect at
a price equal to the principal amount hereof plus any accrued and
unpaid interest to such date. In order for this Note to be so
repaid on the Maturity Date, the Corporation must receive, at
least 15 days but not more than 30 days prior to the Maturity
Date then in effect with respect hereto, (i) this Note with the
form "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, or the
National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States setting forth the name
of the registered holder hereof, the principal amount hereof, the
principal amount to be repaid, the certificate number or a
description of the tenor and terms hereof, a statement that the
option to elect repayment is being exercised thereby and a
guarantee that this Note to be repaid, together with the duly
completed form entitled "Option to Elect Repayment" attached
hereto, will be received by the Trustee (or any duly appointed
Paying Agent) not later than the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter,
provided, however, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and
duly completed form are received by the Trustee (or any duly
appointed Paying Agent) by such fifth Business Day. Such option
may be exercised by the registered holder hereof for less than
the aggregate principal amount hereof then outstanding, provided
that the principal amount of the Note remaining outstanding after
repayment is an integral multiple of $1,000.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS
NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED $_________________
NUMBER FXR _________CUSIP 63858S ____
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE, SERIES F
(Fixed Rate)
ORIGINAL ISSUE DATE:
INTEREST RATE:
STATED MATURITY DATE:
FINAL MATURITY DATE:
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE:
PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
ADDITIONAL TERMS:
This Note is a Renewable Note.
See Attached Rider.
This Note is an Extendible Note.
See Attached Rider.
NATIONSBANK CORPORATION, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
__________________________ DOLLARS on the Stated Maturity Date
specified above (except to the extent redeemed or repaid prior to
the Stated Maturity Date), and to pay interest on said principal
sum, semi-annually in arrears on _____________ and ____________
of each year (each an "Interest Payment Date"), at the Interest
Rate per annum specified above, until payment of such principal
sum has been made or duly provided for, commencing on the first
Interest Payment Date next succeeding the Original Issue Date
specified above, unless the Original Issue Date occurs between a
Regular Record Date, as defined below, and the next succeeding
Interest Payment Date, in which case commencing on the Interest
Payment Date following the next succeeding Regular Record Date,
and on the Stated Maturity Date or Final Maturity Date shown
above (or any Redemption Date as defined on the reverse hereof or
any Optional Repayment Date as specified above with respect to
which any such option has been exercised, each such Stated
Maturity Date, Final Maturity Date, Redemption Date and Optional
Repayment Date being herein referred to as a "Maturity Date" with
respect to the principal payable on such date). Interest on this
Note will accrue from the Original Issue Date specified above
until the principal amount is paid and will be computed on the
basis of a 360-day year of twelve 30-day months. Interest
payments will be in the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of
which interest has been paid or duly provided for (or from and
including the Original Issue Date specified above, if no interest
has been paid or duly provided for ) to but excluding the
Interest Payment Date or the Maturity Date, as the case may be.
If the Maturity Date or an Interest Payment Date falls on a day
which is not a Business Day as defined below, principal or
interest payable with respect to such Maturity Date or Interest
Payment Date will be paid on the next succeeding Business Day
with the same force and effect as if made on such Maturity Date
or Interest Payment Date, as the case may be, and no additional
interest shall accrue for the period from and after such Maturity
Date or Interest Payment Date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment
Date will be paid to the person in whose name this Note (or one
or more predecessor Notes evidencing all or a portion of the same
debt as this Note) is registered at the close of business on the
Regular Record Date, which shall be the __________ or the
__________, whether or not a Business Day, as the case may be,
immediately preceding such Interest Payment Date; provided,
however, that the first payment of interest on any Note with an
Original Issue Date, as specified above, between a Regular Record
Date and an Interest Payment Date or on an Interest Payment Date
will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the person in whose name this
Note is registered at the close of business on such next
succeeding Regular Record Date; and provided, further, that
interest payable on the Maturity Date will be payable to the
person to whom the principal hereof shall be payable. Any
interest not punctually paid or duly provided for shall be
payable as provided in the Indenture. As used herein, "Business
Day" means any day, other than a Saturday or Sunday or a legal
holiday in New York, New York or Charlotte, North Carolina that
is not a day on which banks in New York, New York, or Charlotte,
North Carolina are authorized or required by law or regulation to
be closed.
The principal of and interest on this Note are payable in
immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal
tender for payment of public and private debts at the office or
agency of the Corporation designated as provided in the
Indenture; provided, however, that interest may be paid, at the
option of the Corporation, by check mailed to the person entitled
thereto at his address last appearing on the registry books of
the Corporation relating to the Notes. Notwithstanding the
preceding sentence, payments of principal of and interest payable
on the Maturity Date will be made by wire transfer of immediately
available funds to a designated account maintained in the United
States upon (i) receipt of written notice by the Issuing and
Paying Agent (as described on the reverse hereof) from the
registered holder hereof not less than one Business Day prior to
the due date of such principal and (ii) presentation of this Note
to the Issuing and Paying Agent, at The Bank of New York, 101
Barclay Street, New York, New York 10286 (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.
<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:
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: __________________________________
Authorized Signatory
<PAGE>
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE, SERIES F
(Fixed Rate)
This Note is one of a duly authorized series of Securities
of the Corporation unlimited in aggregate principal amount
(herein called the "Notes") issued and to be issued under an
Indenture dated as of January 1, 1995 (herein called the
"Indenture"), between the Corporation and The Bank of New York,
as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a statement of the respective rights thereunder of the
Corporation, the Trustee and the holders of the Notes, and the
terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is also one of the Notes designated as the
Corporation's Subordinated Medium-Term Notes, Series F(herein
called the "Notes"), limited in aggregate principal amount to
$2,000,000,000. The Trustee shall initially act as Security
Registrar, Authenticating and Paying Agent in connection with the
Notes. The Notes may bear different dates, mature at different
times, bear interest at different rates and vary in such other
ways as are provided in the Indenture.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE NOTES,
INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE
EXTENT AND IN THE MANNER SET FORTH IN THE INDENTURE, SUBORDINATE
AND JUNIOR IN RIGHT OF PAYMENT TO ITS OBLIGATIONS TO HOLDERS OF
SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER
OF THE NOTES, BY THE ACCEPTANCE HEREOF, AGREES TO AND SHALL BE
BOUND BY SUCH PROVISIONS OF THE INDENTURE.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
registered holder on the Optional Repayment Date(s), if any,
indicated on the face hereof. IF NO OPTIONAL REPAYMENT DATES ARE
SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE SO REPAID AT
THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY
DATE. On any Optional Repayment Date this Note shall be
repayable in whole or in part in increments of $1,000 at the
option of the holder hereof at a repayment price equal to 100% of
the principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this Note to be repaid in
whole or in part at the option of the holder hereof, this Note
must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Issuing and Paying Agent
at the Corporate Trust Office, or such other address of which the
Corporation shall from time to time notify the holders of the
Notes, not more than 60 nor less than 30 days prior to an
Optional Repayment Date. Exercise of such repayment option by
the holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Corporation
on any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). IF NO
INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS
NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR
TO THE STATED MATURITY DATE. On and after the Initial Redemption
Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 at the option
of the Corporation at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof
shall be issued in the name of the registered holder hereof upon
the surrender hereof. If this Note is redeemable at the option
of the Corporation, the "Redemption Price" shall initially be the
Initial Redemption Percentage specified on the face hereof of the
principal amount of this Note to be redeemed and shall decline at
each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified on the face
hereof of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.
The provisions of Article Fourteen of the Indenture do not
apply to Securities of this Series.
If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy of the Corporation) shall occur
with respect to the Notes, the principal of all the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture. THERE IS NO RIGHT OF ACCELERATION
PROVIDED IN THE INDENTURE IN CASE OF A DEFAULT IN THE PAYMENT OF
INTEREST OR THE PERFORMANCE OF ANY OTHER COVENANT BY THE
CORPORATION.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the
holders of the Notes under the Indenture at any time by the
Corporation with the consent of the holders of not less than 66
2/3% in aggregate principal amount of the Notes then outstanding
and all other Securities then outstanding under the Indenture and
affected by such amendment and modification. The Indenture also
contains provisions permitting the holders of a majority in
aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding under the Indenture and
affected thereby, on behalf of the holders of all such
Securities, to waive compliance by the Corporation with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the holder of this Note shall be conclusive and binding upon such
holder and upon all future holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Corporation relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee or the Security Registrar duly
executed by, the registered holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Corporation, the Trustee, the Issuing and Paying
Agent and any agent of the Corporation, the Trustee or the
Issuing and Paying Agent may treat the entity in whose name this
Note is registered as the absolute owner hereof for the purpose
of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee, the Issuing and Paying Agent nor any
such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The Notes are being issued by means of a book-entry system
with no physical distribution of certificates to be made except
as provided in the Indenture. The book-entry system maintained
by The Depository Trust Company ("DTC") will evidence ownership
of the Notes, with transfers of ownership effected on the records
of DTC and its participants pursuant to rules and procedures
established by DTC and its participants. The Corporation will
recognize Cede & Co., as nominee of DTC, while the registered
holder of the Notes, as the owner of the Notes for all purposes,
including payment of principal and interest, notices and voting.
Transfer of principal and interest to participants of DTC will be
the responsibility of DTC, and transfer of principal and interest
to beneficial owners of the Notes by participants of DTC will be
the responsibility of such participants and other nominees of
such beneficial owners. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures established by
DTC and its participants. The Corporation will not be
responsible or liable for such transfers or payments or for
maintaining, supervising or reviewing the records maintained by
DTC, its participants or persons acting through such
participants.
<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 it appears upon the face of the within Note in every
particular, without alteration or enlargement or any change
whatever and must be guaranteed.<PAGE>
[OPTION TO ELECT REPAYMENT]
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at _________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee (or any duly
appointed paying agent) must receive at __________________, or at
such other place or places of which the Corporation shall from
time to time notify the registered holder of this Note, not more
than 60 nor less than 30 days prior to an Optional Repayment
Date, if any, shown on the face hereof, this Note with this
"Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the registered holder elects to have
repaid and specify the denomination or denominations (which shall
be $__________ or an integral multiple of $l,000 in excess of
$__________) of the Notes to be issued to the registered holder
for the portion of this Note not being repaid (in the absence of
any such specification, one such Note will be issued for the
portion not
being repaid).
$_______________________ _________________________________
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as written
Date:________________ upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.
<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 hereof. At each Renewal
Date, as specified below, the maturity of this Note will be
automatically extended to the corresponding New Maturity Date, as
specified below, unless the registered holder of this Note elects
to terminate the automatic extension of the maturity of this Note
or any portion hereof and delivers a completed Extension
Termination Notice to the Trustee (or any duly appointed paying
agent) not less than 15 nor more than 30 days prior to the
applicable Renewal Date. The Extension Termination Notice may
specify all or a portion of the outstanding principal amount of
the Note so long as the principal amount of the Note remaining
outstanding after repayment is an integral multiple of $1,000.
Upon timely delivery of such Extension Termination Notice, the
term of the principal amount of this Note subject to such notice
will be deemed automatically to mature on the Stated Maturity
Date or the then applicable New Maturity Date, as the case may
be. The remaining principal balance of such Note, if any, will
be deemed to automatically be extended to the corresponding New
Maturity Date but in no circumstances may such maturity be
extended beyond the Final Maturity Date set forth below. An
election to terminate the automatic extension of the maturity
hereof shall be irrevocable and binding on each holder hereof.
Notwithstanding any such extension, the interest rate applicable
to this Note will continue to be calculated as set forth in this
Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
Renewal Date (s) New Maturity Date(s)
<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 for one or more
whole year periods, as set forth below (each, an "Extension
Period"), up to but not beyond the Final Maturity Date set forth
below, under the terms of this Note as supplemented by this
Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice
Due Date
Extended
Maturity Date
The Corporation may exercise its option with respect hereto
by delivery to the Trustee (or any duly appointed paying agent)
of notice of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity Date originally in effect with
respect hereto or, if the Stated Maturity Date has already been
extended, prior to the maturity date then in effect (each, an
"Extended Maturity Date"). After such receipt and not later than
40 days prior to the Stated Maturity Date or an Extended Maturity
Date, as the case may be (each, a "Maturity Date"), the Trustee
(or any duly appointed Paying Agent) will mail first class mail,
postage prepaid, to the registered holder hereof a notice (the
"Extension Notice") relating to such extension period (the
"Extension Period") setting forth (i) the election of the
Corporation to extend the maturity hereof, (ii) the new Extended
Maturity Date, (iii) the interest rate applicable to the
Extension Period, and (iv) the provisions, if any, for redemption
during the Extension Period, including the date or dates on
which, the period or periods during which and the price or prices
at which such redemption may occur during the Extension Period.
Upon the mailing by the Trustee (or any duly appointed Paying
Agent) of an Extension Notice to the registered holder hereof,
the maturity hereof shall be extended automatically as set forth
in such Extension Notice, and, except as modified by the
Extension Notice and as described in the next paragraph, this
Note will have the same terms as prior to the mailing of such
Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior
to the Maturity Date hereof (or, if such date is not a Business
Day, on the immediately succeeding Business Day), the Corporation
may, at its option, revoke the interest rate provided for in the
Extension Notice and establish a higher interest rate for the
Extension Period by mailing or causing the Trustee (or any duly
appointed paying agent) to mail notice of such higher interest
rate, first class mail, postage prepaid, to the registered holder
hereof. Such notice shall be irrevocable. Thereafter, this Note
will bear such higher interest rate for the Extension Period.
If the Corporation elects to extend the maturity hereof, the
registered holder hereof will have the option to elect repayment
hereof by the Corporation on the Maturity Date then in effect at
a price equal to the principal amount hereof plus any accrued and
unpaid interest to such date. In order for this Note to be so
repaid on the Maturity Date, the Corporation must receive, at
least 15 days but not more than 30 days prior to the Maturity
Date then in effect with respect hereto, (i) this Note with the
form "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, or the
National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States setting forth the name
of the registered holder hereof, the principal amount hereof to
be repaid, the certificate number or a description of the tenor
and terms hereof, a statement that the option to elect repayment
is being exercised thereby and a guarantee that this Note,
together with the duly completed form entitled "Option to Elect
Repayment" attached hereto, will be received by the Trustee (or
any duly appointed paying agent) not later than the fifth
Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such telegram,
telex, facsimile transmission or letter shall only be effective
if this Note and duly completed form are received by the Trustee
(or any duly appointed paying agent) by such fifth Business Day.
Such option may be exercised by the registered holder hereof for
less than the aggregate principal amount hereof then outstanding,
provided that the principal amount hereof remaining outstanding
after repayment is an integral multiple of $1,000.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS
NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED $_________________
NUMBER FLR _______ CUSIP 63858S_____
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE, SERIES F
(Floating Rate)
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 RESET DATES: This Note is a Renewable
INTEREST 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 CEDE &
CO., or registered assigns, the principal sum of
________________________ DOLLARS on the Stated Maturity Date
specified above (except to the extent redeemed or repaid prior to
the Stated Maturity Date), and to pay interest thereon at a rate
per annum equal to the initial Interest Rate as 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 as
specified above with respect to which any such option has been
exercised, each such Stated Maturity Date, Final Maturity Date,
Redemption Date and Optional Repayment Date being herein referred
to as a "Maturity Date" with respect to the principal 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 from and including the
Original Issue Date specified above, if no interest has been
paid) to but excluding such Interest Payment Date or Maturity
Date, as the case may be; provided, however, that if the Interest
Reset Period specified above 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 or duly provided for (or
from and including the Original Issue Date specified above if no
interest has been paid or duly provided for) to 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 that 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 that 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 or a legal holiday in New York, New York or Charlotte,
North Carolina, that (i) is not a day on which banking
institutions in New York, New York, or Charlotte, North Carolina
are authorized or required by law or regulation to be closed and
(ii) if the Base Rate is LIBOR, is a day on which dealings in
deposits in 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 (as described on the reverse hereof) from the
registered holder hereof not less than one Business Day prior to
the due date of such principal and (ii) presentation of this Note
to The Bank of New York, as Issuing and Paying Agent, 101 Barclay
Street, New York, New York 10286 (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.
<PAGE>
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:___________________________
Authorized Signatory
<PAGE>
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES F
(Floating Rate)
This Note is one of a duly authorized series of Securities
of the Corporation unlimited in aggregate principal amount
(herein called the "Notes") issued and to be issued under an
Indenture dated as of January 1, 1995 (herein called the
"Indenture"), between the Corporation and The Bank of New York,
as Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for
a statement of the respective rights thereunder of the
Corporation, the Trustee and the holders of the Notes, and the
terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is also one of the Notes designated as the
Corporation's Subordinated Medium-Term Notes, Series F, limited
in aggregate principal amount to $2,000,000,000. The Trustee
shall initially act as Security Registrar, Issuing and Paying
Agent in connection with the Notes. The Notes may bear different
dates, mature at different times, bear interest at different
rates and vary in such other ways as are provided in the
Indenture.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE NOTES,
INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE
EXTENT AND IN THE MANNER SET FORTH IN THE INDENTURE, SUBORDINATE
AND JUNIOR IN RIGHT OF PAYMENT TO ITS OBLIGATIONS TO HOLDERS OF
SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER
OF THE NOTES, BY THE ACCEPTANCE HEREOF, AGREES TO AND SHALL BE
BOUND BY SUCH PROVISIONS OF THE INDENTURE.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
registered holder 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 registered holder hereof upon
the surrender hereof. If this Note is redeemable at the option
of the Corporation, the "Redemption Price" shall initially be the
Initial Redemption Percentage specified on the face hereof of the
principal amount of this Note to be redeemed and shall decline at
each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, specified on the face
hereof of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.
Accrued interest hereon shall be calculated by multiplying
the face amount hereof by an accrued interest factor. Such
accrued interest factor will 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 (i) 360, or
(ii) the actual number of days in the year, in the case of Notes
having the Treasury Rate or the CMT Rate as their Base Rate, as
specified on the face hereof.
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, each as specified on
the face hereof, (i) plus or minus the Spread, if any, specified
on the face hereof, and/or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof. The interest
rate in effect with respect hereto during an Interest Reset
Period will be the rate determined on the Calculation Date (as
hereinafter defined) by reference to the Interest Determination
Date (as hereinafter defined). The interest rate in effect on
each day shall be (a) if such day is an Interest Reset Date, as
specified on the face hereof, the interest rate determined as of
the Interest Determination Date 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 immediately preceding Interest Reset Date,
provided that (i) the interest rate in effect from the Original
Issue Date to the initial 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 applicable Interest Reset
Date. The Interest Determination Date with respect to any Note
that has LIBOR as its Base Rate will be the second London Banking
Day (as defined below) preceding the applicable Interest Reset
Date. The Interest Determination Date with respect to any Note
that has the Eleventh District Cost of Funds Rate as its Base
Rate will be the last Business Day of the month immediately
preceding the applicable Interest Reset Date in which the Federal
Home Loan Bank (the "FHLB") of San Francisco publishes the Index
(as defined below). The Interest Determination Date with respect
to any Note that has the Treasury Rate as its Base Rate will be
the day of the week in which the applicable 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 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 securities 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 calculated in
accordance with the following formula:
Money Market Yield = D x 360
360 - (D x M) x 100
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and
"M" refers to the actual number of days in the interest period
for which interest is being calculated.
Determination of LIBOR. LIBOR means the rate determined by
the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date (a
"LIBOR Interest Determination Date"), LIBOR will be "LIBOR
Telerate" unless "LIBOR Reuters" is specified on the face of
this Note. "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 the applicable LIBOR rate 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 commencing on the
applicable Interest Reset Date 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
commencing on the applicable Interest Reset Date 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 offered 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 offered 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,
Page 3750) 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, Australian dollars, Canadian
dollars, Deutsche marks, Italian lire, Swiss francs and ECUs, the
Principal Financial Center shall be The City of New York, Sydney,
Toronto, Frankfurt, Milan, Zurich 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 such 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 for Federal Funds 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 for 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 US PRIME 1 (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 US PRIME 1
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 rates appear on the Reuters Screen US PRIME 1, 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 the
Prime Rate Interest Determination 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 $500,000,000 and being subject to supervision or
examination by federal or state authority, selected by the
Calculation Agent; provided, however, that if the banks so
selected as aforesaid are not quoting prime rates, 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 US PRIME 1" means the display designated as
page "US PRIME 1" on the Reuters Monitor Money Rates Service (or
such other page as may replace the US PRIME 1 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 so quoting such rates, 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 Designated 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,
as specified on the face hereof, 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
such 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 such
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 such 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 then 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
Treasury 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 hereof
(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)), for the purpose of displaying Treasury
Constant Maturity as reported in H.15(519). If no such page is
specified, the Designated 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 face hereof with respect to
which the CMT Rate will be calculated. If no such maturity is
specified on the face hereof, 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 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 then 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, and 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.
The Calculation Agent shall calculate the interest rate
hereon in accordance with the foregoing on or before each Calcu-
lation Date. At the request of the registered holder hereof, the
Calculation Agent will provide to such 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.
The provisions of Article Fourteen of the Indenture do not
apply to the Notes.
If an Event of Default (defined in the Indenture as certain
events involving the bankruptcy of the Corporation) shall occur
with respect to the Notes, the principal of all the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture. THERE IS NO RIGHT OF ACCELERATION
PROVIDED IN THE INDENTURE IN CASE OF A DEFAULT IN THE PAYMENT OF
INTEREST OR THE PERFORMANCE OF ANY OTHER COVENANT BY THE
CORPORATION.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Corporation and the rights of the
holders of the Notes under the Indenture at any time by the
Corporation with the consent of the holders of not less than 66
2/3% in aggregate principal amount of the Notes then outstanding
and all other Securities then outstanding under the Indenture and
affected by such amendment and modification. The Indenture also
contains provisions permitting the holders of a majority in
aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding under the Indenture and
affected thereby, on behalf of the holders of all such
Securities, to waive compliance by the Corporation with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the holder of this Note shall be conclusive and binding upon such
holder and upon all future holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Corporation or any predecessor or
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the registry books of the Corporation relating to
the Notes, upon surrender of this Note for registration of
transfer at the office or agency of the Corporation designated by
it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the
Corporation and the Trustee or the Security Registrar duly
executed by, the registered holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of different authorized
denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of
this Note, the Corporation, the Trustee, the Issuing and Paying
Agent and any agent of the Corporation, the Trustee or the
Issuing and Paying Agent may treat the entity in whose name this
Note is registered as the absolute owner hereof for the purpose
of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee, the Issuing and Paying Agent nor any
such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The Notes are being issued by means of a book-entry system
with no physical distribution of certificates to be made except
as provided in the Indenture. The book-entry system maintained
by The Depository Trust Company ("DTC") will evidence ownership
of the Notes, with transfers of ownership effected on the records
of DTC and its participants pursuant to rules and procedures
established by DTC and its participants. The Corporation will
recognize Cede & Co., as nominee of DTC, while the registered
holder of the Notes, as the owner of the Notes for all purposes,
including payment of principal and interest, notices and voting.
Transfer of principal and interest to participants of DTC will be
the responsibility of DTC, and transfer of principal and interest
to beneficial owners of the Notes by participants of DTC will be
the responsibility of such participants and other nominees of
such beneficial owners. So long as the book-entry system is in
effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures established by
DTC and its participants. The Corporation will not be
responsible or liable for such transfers or payments or for
maintaining, supervising or reviewing the records maintained by
DTC, its participants or persons acting through such
participants.
<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 it appears upon the face of the within Note in every
particular, without alteration or enlargement or any change
whatever and must be guaranteed.<PAGE>
[OPTION TO ELECT REPAYMENT]
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at
___________________________________________________________________
___________________________________________________________________
_________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee (or any duly
appointed paying agent) must receive at ______________, or at
such other place or places of which the Corporation shall from
time to time notify the registered holder of this Note, not more
than 60 nor less than 30 days prior to an Optional Repayment
Date, if any, shown on the face hereof, this Note with this
"Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be in
increments of $1,000) which the registered holder elects to have
repaid and specify the denomination or denominations (which shall
be $__________ or an integral multiple Of $1,000 in excess of
$__________) of the Notes to be issued to the registered holder
for the portion of this Note not being repaid (in the absence of
any such specification, one such Note will be issued for the
portion not being repaid).
$___________________ ________________________________________
NOTICE: The signature on this
Option to Elect Repayment must
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 hereof. At each Renewal
Date, as specified below, the maturity of this Note will be
automatically extended to the corresponding New Maturity Date, as
specified below, unless the registered holder of this Note elects
to terminate the automatic extension of the maturity of this Note
or any portion hereof and delivers a completed Extension
Termination Notice to the Trustee (or any duly appointed paying
agent) not less than 15 nor more than 30 days prior to the
applicable Renewal Date. The Extension Termination Notice may
specify all or a portion of the outstanding principal amount of
the Note so long as the principal amount of the Note remaining
outstanding after repayment is an integral multiple of $1,000.
Upon timely delivery of such Extension Termination Notice, the
term of the principal amount of this Note subject to such notice
will be deemed automatically to mature on the Stated Maturity
Date or the then applicable New Maturity Date, as the case may
be. The remaining principal balance of such Note, if any, will
be deemed to automatically be extended to the corresponding New
Maturity Date but in no circumstances may such maturity be
extended beyond the Final Maturity Date set forth below. An
election to terminate the automatic extension of the maturity
hereof shall be irrevocable and binding on each holder hereof.
Notwithstanding any such extension, the interest rate applicable
to this Note will continue to be calculated as set forth in this
Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
Renewal Date (s) New Maturity Date(s)
<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 for one or more
whole year periods, as set forth below (each, an "Extension
Period"), up to but not beyond the Final Maturity Date set forth
below, under the terms of this Note as supplemented by this
Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice
Due Date
Extended
Maturity Date
The Corporation may exercise its option with respect hereto
by delivery to the Trustee (or any duly appointed paying agent)
of notice of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity Date originally in effect with
respect hereto or, if the Stated Maturity Date has already been
extended, prior to the maturity date then in effect (each, an
"Extended Maturity Date"). After such receipt and not later than
40 days prior to the Stated Maturity Date or an Extended Maturity
Date, as the case may be (each, a "Maturity Date"), the Trustee
(or any duly appointed Paying Agent) will mail first class mail,
postage prepaid, to the registered holder hereof a notice (the
"Extension Notice") relating to such extension period (the
"Extension Period") setting forth (i) the election of the
Corporation to extend the maturity hereof, (ii) the new Extended
Maturity Date, (iii) the 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 registered
holder hereof, the maturity hereof shall be extended
automatically as set forth in such Extension Notice, and, except
as modified by the Extension Notice and as described in the next
paragraph, this Note will have the same terms as prior to the
mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior
to the Maturity Date hereof (or, if such date is not a Business
Day, on the immediately succeeding Business Day), the Corporation
may, at its option, revoke the Spread and/or Spread Multiplier
provided for in the Extension Notice and establish a higher
Spread and/or Spread Multiplier for the Extension Period by
mailing or causing the Trustee (or any duly appointed paying
agent) to mail notice of such higher Spread and/or Spread
Multiplier, first class mail, postage prepaid, to the registered
holder hereof. Such notice shall be irrevocable. Thereafter,
this Note will bear such Spread and/or Spread Multiplier for the
Extension Period.
If the Corporation elects to extend the maturity hereof, the
registered holder hereof will have the option to elect repayment
hereof by the Corporation on the Maturity Date then in effect at
a price equal to the principal amount hereof plus any accrued and
unpaid interest to such date. In order for this Note to be so
repaid on the Maturity Date, the Corporation must receive, at
least 15 days but not more than 30 days prior to the Maturity
Date then in effect with respect hereto, (i) this Note with the
form "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, or the
National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States setting forth the name
of the registered holder hereof, the principal amount hereof to
be repaid, the certificate number or a description of the tenor
and terms hereof, a statement that the option to elect repayment
is being exercised thereby and a guarantee that this Note,
together with the duly completed form entitled "Option to Elect
Repayment" attached hereto, will be received by the Trustee (or
any duly appointed paying agent) not later than the fifth
Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such telegram,
telex, facsimile transmission or letter shall only be effective
if this Note and duly completed form are received by the Trustee
(or any duly appointed paying agent) by such fifth Business Day.
Such option may be exercised by the registered holder hereof for
less than the aggregate principal amount hereof then outstanding,
provided that the principal amount hereof remaining outstanding
after repayment is an integral multiple of $1,000.
SMITH HELMS MULLISS & MOORE, L.L.P.
Attorneys at Law
Post Office Box 31247
Charlotte, North Carolina 28231
(704) 343-2000
November 14, 1996
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255-0065
Re: Public Offering of up to $2,000,000,000 Aggregate Principal
Amount of Senior Medium-Term Notes, Series F, and Subordinated
Medium-Term Notes, Series F
Ladies and Gentlemen:
We have acted as counsel to NationsBank Corporation, a North
Carolina corporation (the "Corporation"), in connection with (i)
the Registration Statement on Form S-3, Registration No. 333-7229
(the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "Act"), and (ii) the Debt Prospectus dated
July 12, 1996 constituting a part thereof, as supplemented by the
Prospectus Supplement dated November 8, 1996 (as so supplemented,
the "Base Prospectus"),filed with the Commission pursuant to Rule
424(b) under the Act, relating to the issuance and sale from time
to time by the Corporation of up to $2,000,000,000 in aggregate
principal amount of its Senior Medium-Term Notes, Series F, and its
Subordinated Medium-Term Notes, Series F (collectively referred to
as the "Medium-Term Notes). The Medium-Term Notes are to be issued,
separately or together, and are to be sold from time to time as set
forth in the ase Prospectus and any amendments or supplements thereto.
As such counsel, we have examined and are familiar with
such original or photocopies or certified copies of such records of
the Corporation and its subsidiaries, certificates of officers of
the Corporation and its subsidiaries and of public officials and
such other documents as we have deemed relevant or necessary as the
basis for the opinions set forth below. In such examinations, we
have assumed the legal capacity of natural persons, the genuineness
of all signatures on, and the authenticity of, all documents
submitted to us as originals and the conformity to original
documents of all documents submitted to us as photocopies thereof
and the authenticity of the originals of such copies. We have also
relied upon statements of fact contained in documents that we have
examined in connection with our representation of the Corporation.
Based solely upon the foregoing, and in reliance thereon, and
subject to the limitations, qualifications and exceptions set forth
below, we are of the opinion that the Medium-Term Notes have been
duly authorized and, when the terms of the Medium-Term Notes have
been established and when the Medium-Term Notes have been
completed, executed, authenticated and delivered in accordance with
the provisions of the Indenture dated January 1, 1995 between the
Corporation and First Trust of New York, National Association, as
successor trustee to BankAmerica National Trust Company, or the
Indenture dated January 1, 1995 between the Corporation and The
Bank of New York, as trustee, as applicable, the Board Resolution
(as defined in the respective Indenture) dated November 8, 1996,
and the Distribution Agreement among the Corporation and the Agents
named in Exhibit A thereto, against payment of the consideration therefor,
will constitute legal, valid and binding obligations of the Corporation
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 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.
We are licensed to practice law only in the State of North
Carolina and the United States of America. In rendering this
opinion, we are not expressing an opinion as to the laws of any
jurisdiction other than the State of North Carolina and the United
States of America, and we assume no responsibility as to the
applicability of the laws of any other jurisdiction to the
issuance and sale of the Medium-Term Notes.
This opinion is rendered to you and for your benefit in
connection with the above transaction. This opinion may not be
relied upon by you for any other purpose, and may not be relied
upon by, nor may copies thereof be provided to, any other person,
firm, corporation or entity for any purposes whatsoever without our
prior written consent. Notwithstanding the foregoing, we hereby
consent to be named in the Registration Statement as attorneys who
passed upon the legality of the Medium-Term Notes and to the filing
of a copy of this opinion as part of the Corporation's Current
Report on Form 8-K to be filed for the purpose of including this
opinion as part of the Registration Statement.
Very truly yours,
/s/ SMITH HELMS MULLISS & MOORE, L.L.P.
RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
November 8, 1996
Approval of Medium-Term Notes, Series F
WHEREAS, by resolutions adopted by the Board of Directors (the
"Board") of the Corporation at a meeting duly called and held on
June 26, 1996, this Committee was appointed by the Board (the
"Committee") with full authority to take action 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, including depositary shares, and
shares of its common stock (collectively, the "Securities") to be
offered at the times and on terms to be determined by the
Committee; and
WHEREAS, on June 28, 1996 the Corporation filed a Registration
Statement on Form S-3, Registration No. 333-7229 (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 declared
effective on July 12, 1996; 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 pursuant to the
resolutions adopted by the Board on June 26, 1996, and the
respective terms and provisions of the Indenture dated as of
January 1, 1995 (the Subordinated Indenture ) between the
Corporation and the Bank of New York, as Trustee (the Subordinated
Trustee ), and the Indenture dated as of January 1, 1995 (the
Senior Indenture, and together with the Subordinated Indenture,
the Indentures ) between the Corporation and First Trust of New
York, National Association, as successor Trustee to BankAmerica
National Trust Company (the Senior Trustee, and together with the
Subordinated Trustee, the Trustees ), 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 F (the "Senior Medium-Term
Notes") and a series of subordinated debt securities, designated as
the Subordinated Medium-Term Notes, Series F (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 Senior Indenture,
and the Subordinated Indenture, 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 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 November 8, 1996, 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 any of the Chief Executive Officer, the
Chief Financial Officer, any Senior Vice President 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
as Registered Securities (as defined in the respective Indentures)
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 integral multiples 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 November 8, 1996 (the "Procedures"), in the form presented to
this Committee and 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;
RESOLVED FURTHER, that the Medium-Term Notes shall be executed
in the name of and on behalf of the Corporation by any of the
Chief Executive Officer, or any Senior or other Vice President of
the Corporation, the corporate seal shall be affixed thereon and
shall be attested by the Secretary or any Assistant Secretary of
the Corporation, and the signatures of the Chief Executive Officer,
or any Senior or other Vice President, the Secretary and any
Assistant Secretary may be in the form of facsimile signatures of
the current or any future 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, John E.
Mack, Senior Vice President of the Corporation, James W. Kiser,
Secretary of the Corporation, and Allison Gilliam, Assistant
Secretary of the Corporation, are hereby expressly approved and
accepted;
RESOLVED FURTHER, that pursuant to the provisions of the
respective Indentures, each of the 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 by it 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,
and to negotiate, execute and deliver any and all agreements and
other documents and certificates necessary in connection with the
issuance, sale and delivery of the Medium-Term Notes;
RESOLVED FURTHER, that, unless and until otherwise determined
by an Authorized Officer, The Bank of New York initially shall act
under the provisions of the Subordinated Indenture, and is
appointed as the agent for the Corporation under the provisions of
the Senior Indenture, in each case, for the registration, transfer,
exchange and payment of the Medium-Term Notes (in such capacity the
Paying Agent ), and is authorized to be appointed by the Senior
Trustee as authenticating agent, and that the corporate trust
office of said bank located at 101 Barclay Street, New York, New
York 10286, 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 hereby are 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, or by any other person as any Authorized
Officer shall determine, agent for the Corporation for the
registration, transfer, exchange or payment of, or the
authentication of, the Medium-Term Notes;
RESOLVED FURTHER, that, unless and until otherwise determined
by an Authorized Officer, The Bank of New York hereby initially is
appointed the agent for the Corporation for the calculation of
interest with respect to the Medium-Term Notes (the "Calculation
Agent") as described in the Prospectus of the Corporation dated
July 12, 1996, as supplemented by the Prospectus Supplement of the
Corporation dated November 8, 1996, 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 the Calculation Agent, with respect to such
appointment of The Bank of New York, or any other person as any
Authorized Officer shall determine, as Calculation Agent for the
Corporation;
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; and
RESOLVED FURTHER, that each of the officers of the Corporation
hereby is authorized and directed to do any and all things
necessary, appropriate or convenient to carry into effect the
foregoing resolutions.
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