RESOLUTIONS OF THE COMMITTEE OF THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
February 16, 1995
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 Regis-
tration 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, at December 20, 1994, the Corporation had issued
$2,900,000,000 aggregate principal amount of its unsecured debt
securities which have been registered under the Registration
Statement leaving $1,100,000,000 aggregate principal amount of
Securities unissued under the Registration Statement;
WHEREAS, by action dated December 20, 1994, this Committee
allocated and designated $1,000,000,000 of Securities registered
under the Registration Statement to the Corporation's Medium Term
Notes, Series C (the "Series C MTN Program") (of which
$500,000,000 has been issued) and this Committee has now
determined to reduce that allocation and designation and to issue
a series of senior unsecured indebtedness; 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 SENIOR NOTES AND
REDUCTION OF SERIES C MTN PROGRAM
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
BankAmerica National Trust Company (formerly BankAmerica Trust
Company of New York), as Trustee (the "Senior Trustee"), dated as
of January 1, 1992 as supplemented by the First Supplemental
Indenture thereto dated as of July 1, 1993 between the
Corporation and the Senior Trustee (as supplemented, the "Senior
Indenture"), the Corporation shall issue a series of its senior
unsecured indebtedness consisting of $250,000,000 in aggregate
principal amount of its 7-1/2% Senior Notes, due 1997, which series
of senior notes shall be designated "7-1/2% Senior Notes, due 1997"
(the "7-1/2% Notes"), and which shall be subject to the terms and
entitled to the benefits of the Senior Indenture;
RESOLVED FURTHER, that the 7-1/2% Notes shall bear interest at
the rate of 7-1/2% per annum, which interest shall accrue from
February 27, 1995, and be payable semiannually on February 15 and
August 15, 1995, commencing August 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 7-1/2% Notes
shall be February 15, 1997;
RESOLVED FURTHER, that the 7-1/2% Notes shall be sold to
NationsBanc Capital Markets, Inc. and the other Underwriters (as
named in the Underwriting Agreement hereinafter described) (the
"Senior Underwriters"), pursuant to the terms of the Underwriting
Agreement, who the Committee understands will reoffer the 7-1/2%
Notes for sale in a public offering;
RESOLVED FURTHER, that the 7-1/2% Notes shall not be eligible
for redemption or entitled to any sinking fund;
RESOLVED FURTHER, that the 7-1/2% Notes shall be sold to the
Senior Underwriters on February 27, 1995, at a price of 99.664%
of the principal amount, and that the 7-1/2% Notes shall be
initially offered to the public at a price of 99.914% of the
principal amount;
RESOLVED FURTHER, that the Committee was advised by the
Senior Underwriters that they will initially offer the 7-1/2% Notes
to certain dealers at the initial public offering price, less a
concession not in excess of .150% of the principal amount of the
7-1/2% Notes, and that the Senior Underwriters may allow, and such
dealers may reallow, a discount not in excess of .125% of such
principal amount on sales to other dealers;
RESOLVED FURTHER, that the 7-1/2% 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 February 27, 1995, 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 7-1/2% 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
7-1/2% Notes, cease to be such an officer prior to the issuance of
such 7-1/2% Notes, the 7-1/2% 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
Associate General Counsel of the Corporation (each, an
"Authorized Officer") be, and each of them is, hereby authorized
and empowered to cause the 7-1/2% Notes, upon execution thereof, to
be delivered to the Senior Trustee under the Senior Indenture, or
to any agent designated by the Senior Trustee, for authentication
and delivery by it and to deliver to said Senior Trustee or agent
thereof, as the case may be, the written order of the Corporation
for the authentication and delivery of the 7-1/2% 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 7-1/2% Notes (the "Paying Agent"), and authorized to
be appointed by the Senior 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 Senior
Indenture, as the office or agency of the Corporation where the
7-1/2% 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 Senior Trustee under the Senior
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 whenever the Senior Trustee or Paying
Agent, in its capacity as such, shall deem it expedient, it may
apply to counsel for the Corporation for advice or instructions,
and, for its actions and good faith in such 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 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 underwriting agreement (the "Underwriting
Agreement"), dated as of February 16, 1995, 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 7-1/2%
Notes and to the indemnification of and contribution to the
Senior 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 December 20, 1994 allocation and
designation of the remaining amount of Securities registered
under the Registration Statement to the Series C MTN Program is
hereby reduced by the aggregate amount of the 7-1/2% Notes;
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.