EXHIBIT 99.2
RESOLUTIONS OF THE COMMITTEE OF
THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
August 1, 1994
WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of NationsBank Corporation (the "Corporation") at a
meeting duly called and held on July 28, 1993, 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 $4,000,000,000 of the Corporation's unsecured
debt securities (either senior or subordinated), shares of its
preferred stock and shares of its common stock (collectively, the
"Securities") to be offered on terms to be determined by the
Committee;
WHEREAS, on August 2, 1993, the Corporation filed a
Registration Statement on Form S-3, Registration No. 33-49881
(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 August 12, 1993;
WHEREAS, the Corporation previously has issued
$1,775,000,000 aggregate principal amount of its unsecured debt
securities registered under the Registration Statement, leaving
$2,225,000,000 aggregate principal amount of Securities unissued
under the Registration Statement; 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;
AUTHORIZATION OF SUBORDINATED NOTES
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on July 28, 1993, and the terms
and provisions of the Indenture between the Corporation and the
Bank of New York, as Trustee (the "Subordinated Trustee"), dated
as of November 1, 1992 as supplemented by the First Supplemental
Indenture thereto dated as of July 1, 1993 between the
Corporation and the Subordinated Trustee (as supplemented, the
"Subordinated Indenture"), the Corporation shall issue a series
of its subordinated unsecured indebtedness consisting of
$300,000,000 in aggregate principal amount of its 7 3/4%
Subordinated Notes, due 2004, which series of subordinated notes
shall be designated "7 3/4% Subordinated Notes, due 2004" (the
"Notes"), and which shall be subject to the terms and entitled to
the benefits of the Subordinated Indenture;
RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 7 3/4% per annum, which interest shall accrue from August
8, 1994, and be payable semiannually on February 15 and August
15, commencing February 15, 1995; and the record date for the
interest payable shall be the close of business on the last day
of the calendar month next preceding each interest payment date;
RESOLVED FURTHER, that the maturity date of the Notes shall
be August 15, 2004;
RESOLVED FURTHER, that the Notes shall be sold to
NationsBanc Capital Markets, Inc. and the other Underwriters (as
named in the Underwriting Agreement hereinafter described) (the
"Underwriters"), pursuant to the terms of the Underwriting
Agreement, who the Committee understands will reoffer the Notes
for sale in a public offering;
RESOLVED FURTHER, that the Notes shall not be eligible for
redemption or entitled to any sinking fund;
RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on August 8, 1994, at a price of 98.921% of the
principal amount, and that the Notes shall be initially offered
to the public at a price of 99.571% of the principal amount;
RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Notes to certain
dealers at the initial public offering price, less a concession
not in excess of .40% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .25% of such principal amount on
sales to other dealers;
RESOLVED FURTHER, that the Notes shall be issued in
registered form in the manner requested by the Representatives
(as defined in the Underwriting Agreement), in the denominations
of $1,000 or any integral multiple thereof, and shall be dated
the date of authentication and delivery, which date shall occur
on or about August 8, 1994, and the form of registered note
presented to this Committee and attached to the minutes hereof as
Exhibit A, together with such modifications as are appropriate to
reflect the determinations of the Committee, is hereby in all
respects approved;
RESOLVED FURTHER, that the Notes shall be executed in the
name of and on behalf of the Corporation by the Chairman of the
Board and Chief Executive Officer, or any Vice President, the
corporate seal thereon shall be attested by the Secretary or any
Assistant Secretary, and the signatures of the Chairman of the
Board and Chief Executive Officer, any Vice President, the
Secretary and any Assistant Secretary may be in the form of
facsimile signatures of the present or any future Chairman of the
Board and Chief Executive Officer, Vice President, Secretary or
Assistant Secretary, and should any officer of the Corporation
who signs, or whose facsimile signature appears upon, any of the
Notes, cease to be such an officer prior to the issuance of such
Notes, the 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 of the Board of the Corporation, and of James W. Kiser,
Secretary of the Corporation, are hereby expressly approved and
accepted;
RESOLVED FURTHER, that pursuant to the provisions of the
Indenture, the Chairman of the Board and Chief Executive Officer,
the Chief Financial Officer, any Senior Vice President or any
Deputy General Counsel of the Corporation (each, an "Authorized
Officer") be, and each of them is, hereby authorized and
empowered to cause the Notes, upon execution thereof, to be
delivered to the Subordinated Trustee under the Subordinated
Indenture, or to any agent designated by the Subordinated
Trustee, for authentication and delivery by it and to deliver to
said Subordinated Trustee or agent thereof, as the case may be,
the written order of the Corporation for the authentication and
delivery of the Notes;
RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, NationsBank of Georgia,
National Association, hereby initially is appointed the agent for
the Corporation for the registration, transfer, exchange and
payment of the Notes (the "Paying Agent"), and authorized to be
appointed by the Subordinated Trustee as authenticating agent,
and that the corporate trust office of the Paying Agent located
at 600 Peachtree Street, Suite 900, Atlanta, Georgia 30308,
hereby is designated, pursuant to the provisions of the
Subordinated Indenture, as the office or agency of the
Corporation where the Notes may be presented for registration,
transfer, exchange and payment, and the proper officers of the
Corporation are hereby authorized and empowered to execute and
deliver any documents required by the Subordinated Trustee under
the Subordinated Indenture, or by the Paying Agent, with respect
to such appointment of NationsBank of Georgia, National
Association, or any other person as any Authorized Officer shall
determine, as Paying Agent for the Corporation;
RESOLVED FURTHER, that the Chairman of the Board and Chief
Executive Officer, the Chief Financial Officer, any Senior Vice
President or any Deputy 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 underwriting agreement (the "Underwriting
Agreement"), dated as of August 1, 1994, among the Corporation
and the Representatives (as defined therein), in the form
presented to the Committee and attached to the minutes hereof as
Exhibit B, relating, among other things, to the sale of the Notes
and to the indemnification of and contribution to the
Underwriters, and such Underwriting Agreement shall be, and it
hereby is, in all respects authorized and approved, the execution
thereof being conclusive evidence of such approval;
RESOLVED FURTHER, that the officers of the Corporation be,
and they hereby are, authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.