RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
March 20, 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 December 20, 1994, this Committee
was appointed by the Board with full authority of the Board 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), 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 February 1, 1995, the Corporation filed a Regis-
tration Statement on Form S-3, Registration No. 33-57533 (the
"Registration Statement"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended, with respect to the Securities which are to be
offered on a delayed or continuous basis, which Registration
Statement was amended on February 23, 1995 and was declared
effective on February 24, 1995;
WHEREAS, by action dated February 28, 1995, this Committee
allocated and designated $2,000,000,000 of Securities registered
under the Registration Statement to the Corporation's Medium Term
Notes, Series D leaving $1,000,000,000 aggregate principal amount
of securities unallocated and 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 FLOATING RATE SENIOR NOTES, DUE 1998
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on December 20, 1994, and the
terms and provisions of the Indenture between the Corporation and
BankAmerica National Trust Company, as Trustee (the "Senior
Trustee"), dated as of January 1, 1995 (the "Senior Indenture"),
the Corporation shall issue a series of its senior unsecured
indebtedness consisting of $300,000,000 in aggregate principal
amount of its Floating Rate Senior Notes, due 1998, which series
of senior notes are hereby designated "Floating Rate Senior
Notes, due 1998" (the "Floating Rate Notes"), and which shall be
subject to the terms and entitled to the benefits of the Senior
Indenture;
RESOLVED FURTHER, that the Floating Rate Notes shall bear
interest at a rate per annum equal to the rate for deposits in
U.S. Dollars for a three month period in the London interbank
market ("LIBOR") plus 0.15% (which rate is to be determined by
the Calculation Agent described below); that the initial interest
rate on the Floating Rate Notes shall be determined by the
Calculation Agent on the basis of LIBOR on March 23, 1995; that
the interest rate shall be reset quarterly and accrue from March
27, 1995, and be payable quarterly on March 27, June 27,
September 27 and December 27, commencing June 27, 1995; and the
Record Date for the interest payable shall be the twelfth day of
the same calendar month in which the interest payment date
occurs;
RESOLVED FURTHER, that the maturity date of the Floating
Rate Notes shall be March 27, 1998;
RESOLVED FURTHER, that the Floating Rate 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 Floating Rate Notes for sale in a public offering;
RESOLVED FURTHER, that the Floating Rate Notes shall not be
eligible for redemption or entitled to any sinking fund;
RESOLVED FURTHER, that the Floating Rate Notes shall be sold
to the Senior Underwriters on March 27, 1995, at a price of 100%
of the principal amount, and that the Floating Rate Notes shall
be initially offered to the public at a price of 99.70% of the
principal amount;
RESOLVED FURTHER, that the Committee was advised by the
Senior Underwriters that they will initially offer the Floating
Rate Notes to certain dealers at the initial public offering
price, less a concession not in excess of .20% of the principal
amount of the Floating Rate 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 Floating Rate Notes shall be
issued as Registered Securities (as defined in the Senior
Indenture) 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 such manner as requested by the
Representatives (as defined in the Underwriting Agreement), in
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 March 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 Floating Rate 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 Floating Rate Notes, cease to
be such an officer prior to the issuance of such Floating Rate
Notes, the Floating Rate 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 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
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 Floating Rate 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
Floating Rate Notes and to negotiate, execute and deliver any and
all agreements and other documents and certificates necessary in
connection with the issuance and sale of the Floating Rate 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 Floating Rate 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 Floating Rate Notes may be presented for
registration, transfer, exchange and payment, and any Authorized
Officer or other proper officer of the Corporation is 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, 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 Floating Rate Notes
and any Authorized Officer of the Corporation is hereby
authorized and empowered to negotiate, execute and deliver a
calculation agency agreement and such other documents required by
such agent with respect to such appointment or by any other
entity who may be appointed by an Authorized Officer;
RESOLVED FURTHER, that any 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 are hereby authorized and empowered to execute and
deliver, and this Committee hereby approves, the underwriting
agreement (the "Underwriting Agreement"), dated as of March 20,
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 Floating Rate 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 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.