RESOLUTIONS OF
THE COMMITTEE OF
THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
December 20, 1994
Authorization of Medium Term Note Program
Series C
WHEREAS, by resolutions adopted by the Board of Directors (the
"Board") of the Corporation at a meeting duly called and held on
July 28, 1993, this Committee was appointed by the Board (the
"Committee") 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 and including
medium-term notes), and shares of its preferred stock and shares of
its common stock (collectively, the "Securities") to be offered on
terms to be determined by the Committee; and
WHEREAS, on 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; and
WHEREAS, the Corporation previously has issued or designated
for issue $3,000,000,000 aggregate principal amount of its
unsecured debt securities pursuant to the Registration Statement,
leaving $1,000,000,000 aggregate principal amount of Securities
unissued and undesignated 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; and
WHEREAS, the Committee has determined that issuing additional
debt securities on behalf of the Corporation through a medium-term
note program utilizing unsecured senior and subordinated notes with
varying maturities and interest rates is advisable and in the
Corporation's best interests;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby
establishes and there is hereby authorized to be issued medium-term
notes, which may be a series of senior debt securities, designated
as the Senior Medium-Term Notes, Series C (the "Senior Medium-Term
Notes") and a series of subordinated debt securities, designated as
the Subordinated Medium-Term Notes, Series C (the "Subordinated
Medium-Term Notes" and, together with the Senior Medium-Term Notes,
the "Medium-Term Notes"), which Medium-Term Notes shall be subject
to the terms and entitled to the benefits of the Indenture dated as
of January 1, 1992 between the Corporation and BankAmerica National
Trust Company (formerly BankAmerica Trust Company of New York), as
trustee, (the Senior Trustee") as supplemented by the First
Supplemental Indenture thereto dated as of July 1, 1993 between the
Corporation and the Senior Trustee, in the case of Senior Medium-
Term Notes, and the Indenture dated as of November 1, 1992 between
the Corporation and The Bank of New York, as trustee, (the
"Subordinated Trustee") as supplemented by the First Supplemental
Indenture thereto dated as of July 1, 1993 between the Corporation
and the Subordinated Trustee, in the case of Subordinated Medium-
Term Notes which Medium-Term Notes shall be issued under the
Registration Statement in an aggregate principal amount not in
excess of $1,000,000,000;
RESOLVED FURTHER, that the Chairman of the Board and Chief
Executive Officer, the Chief Financial Officer, any Senior Vice
President or any Associate General Counsel and the Secretary or any
Assistant Secretary of the Corporation are hereby authorized and
empowered to execute and deliver, and this Committee hereby
approves, the form of distribution agreement (the "Distribution
Agreement"), dated as of December 20, 1994, among the Corporation
and the Agents (as defined therein), in the form presented to the
Committee and attached hereto as Exhibit A, relating, among other
things, to the sale of the Medium-Term Notes and to the
indemnification of and contribution to the Agents, with such
changes as such officers may deem necessary or appropriate, the
execution thereof being conclusive evidence of such approval;
RESOLVED FURTHER, that each of the Chairman of the Board and
Chief Executive Officer, the Chief Financial Officer or the
Treasurer of the Corporation (each, an "Authorized Officer") hereby
is authorized and empowered to determine from time to time the
method and terms of the sale of any Medium-Term Notes, including
but not limited to the selection of the persons, if any, to act as
agent for the Corporation from time to time in connection with the
sale of any Medium-Term Notes and the approval of administrative
procedures relating to the issuance and transfer of such Medium-
Term Notes;
RESOLVED FURTHER, that each Authorized Officer hereby is
authorized and empowered to determine all of the specific terms and
provisions of any Medium-Term Notes to be sold by the Corporation
from time to time and the conditions of the sale thereof, including
but not limited to (i) the specified time or times of any offering
of Medium-Term Notes, (ii) whether the Medium-Term Notes to be sold
will be Senior Medium-Term Notes or Subordinated Medium-Term Notes,
(iii) the additional designation of such series of Medium-Term
Notes, if any, (iv) the date or dates on which such Medium-Term
Notes will be issued, (v) the date or dates on which such Medium-
Term Notes will mature, (vi) the rate or rates per annum or 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), and the dates or dates from which such interest shall
accrue, (vii) the times at which any such interest will be payable
and the record date or dates for interest payable on any such date,
(viii) the denominations in which such Medium-Term Notes are
authorized to be issued, if different from that specified herein,
(ix) 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, (x) whether such Medium-
Term Notes will be original issue discount, (xi) any sinking fund
to be provided in connection with such Medium-Term Notes, (xii) the
place or places at which the Corporation will make payments of
principal (and premium, if any) and interest, if any, and the
method of such payment, (xv) the person or persons who, from time
to time, will serve as paying agent, calculation agent, registrar
or transfer agent with respect to such Medium-Term Notes, which may
or may not be the same person and which may or may not maintain a
place of business in the City of New York, (xvi) the method of and
date for sale and delivery of such Medium-Term Notes, (xvii)
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, (xviii) the fee or commission to be paid in
connection with any such sale, (xix) the aggregate principal amount
of such Medium-Term Notes which may be authenticated and delivered
at any such time, and (xx) any other terms and provisions of the
Medium-Term Notes;
RESOLVED FURTHER, that the Medium-Term Notes shall be issued
in registered form and, unless otherwise determined by an
Authorized Officer, such Medium-Term Notes shall be issued in book-
entry form, represented by one or more global notes registered in
the name of The Depository Trust Company or its nominee, in
denominations of $1,000 or any integral multiple thereof, and shall
be dated the date of authentication; and the forms of registered
Senior Medium-Term Notes and the forms of registered Subordinated
Medium-Term Notes presented to this Committee and attached to the
minutes hereof 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 ODecember 20, 1994, attached hereto as Exhibit D, are hereby
approved in all respects, and the proper officers of the
Corporation are authorized and empowered to direct the issuance of
Medium-Term Notes from time to time in accordance with such
Procedures, as such Procedures may be revised from time to time
with the approval of any Authorized Officer or Senior Vice
President of the Corporation;
RESOLVED FURTHER, that the Medium-Term Notes shall be executed
in the name of and on behalf of the Corporation by the Chairman and
Chief Executive Officer or any Vice President, the corporate seal
thereon shall be attested by the Secretary or any Assistant
Secretary, and the signatures of the Chairman and Chief Executive
Officer, any Vice President, the Secretary and any Assistant
Secretary may be in the form of facsimile signatures of the present
or any future Chairman and Chief Executive Officer or Vice
President, Secretary or Assistant Secretary, and should any officer
of the Corporation who signs, or whose facsimile signature appears
upon, any of the Medium-Term Notes, cease to be such an officer
prior to the issuance of such Medium-Term Notes, the Medium-Term
Note so signed or bearing such facsimile signature shall,
nevertheless, be valid, and, without prejudice to the use of the
facsimile signatures of any other officer as hereinbefore
authorized, the facsimile signatures of Hugh L. McColl, Jr.,
Chairman and Chief Executive Officer of the Corporation, and of
James W. Kiser, Secretary of the Corporation, are hereby expressly
approved and accepted;
RESOLVED FURTHER, that pursuant to the provisions of the
respective Indentures, each of the Chairman of the Board and Chief
Executive Officer, the Chief Financial Officer, any Senior Vice
President or any Associate General Counsel of the Corporation is
hereby authorized and empowered to cause the Medium-Term Notes,
upon execution thereof, to be delivered to the trustee under the
applicable Indenture, or to any agent designated by such trustee,
for authentication and delivery and to deliver to said trustee or
agent thereof, as the case may be, the written order of the
Corporation for the authentication and delivery of the Medium-Term
Notes, if necessary;
RESOLVED FURTHER, that, unless and until otherwise determined
by an Authorized Officer, NationsBank of Georgia, National
Association hereby initially is appointed the agent for the
Corporation for the registration, transfer, exchange and payment of
the Medium-Term Notes (the "Paying Agent"), and authorized to be
appointed by the Trustee as authenticating agent, and that the
principal corporate trust office of said bank located at 600
Peachtree Street, Suite 900, Atlanta, Georgia 30308, hereby is
designated, pursuant to the provisions of Section 4.02 of the
respective Indentures, as the office or agency of the Corporation
where the Medium-Term Notes may be presented for registration,
transfer, exchange and payment, and the proper officers of the
Corporation are hereby authorized and empowered to execute and
deliver any documents required by the respective trustees under the
Indentures, or by the Paying Agent, with respect to such
appointment of NationsBank of Georgia, National Association, or any
other person as any Authorized Officer shall determine, as Paying
Agent for the Corporation;
RESOLVED FURTHER, that, unless and until otherwise determined
by an Authorized Officer, NationsBank of Georgia, National
Association initially is appointed agent for the calculation of
interest with respect to the Medium-Term Notes as described in the
Prospectus of the Corporation dated August 12, 1993 as supplemented
by the Prospectus Supplement of the Corporation dated December 20,
1994, a copy of which is attached hereto as Exhibit E, and the
proper officers of the Corporation are hereby authorized and
empowered to execute and deliver any documents required by
NationsBank of Georgia, National Association, with respect to such
appointment, or by any other person who may so be appointed by an
Authorized Officer;
RESOLVED FURTHER, that whenever either of the respective
trustees under the Indentures shall, in its agency capacity as
trustee, deem it expedient, it may apply to counsel (which may be
counsel for the Corporation) for advice or instructions, and, for
its actions and good faith in such agency capacity, including but
not limited to action in reliance on such advice or instructions or
on advice of its own counsel, the Corporation shall fully protect
and hold harmless that agent from and against any liability;
RESOLVED FURTHER, that the officers of the Corporation be, and
they hereby are, authorized and directed to do any and all things
necessary, appropriate or convenient to carry into effect the
foregoing resolutions.