RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
September 18, 1996
Approval of 7.80% Subordinated Notes, due 2016
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 (the "Original Authorization") of the
Corporation's unsecured debt securities (either senior or
subordinated and including medium-term notes), 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 Regis-
tration 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, as of the date hereof, no Securities have been
issued under the Registration Statement; and
WHEREAS, simultaneously herewith the Committee has
authorized the issuance of an additional series of $500,000,000
of the Corporation's senior notes due 2001 under the Registration
Statement and the Committee has determined to authorize the
issuance of an additional series of $450,000,000 of the
Corporation's subordinated notes, as provided by these
resolutions, also to be issued under the Registration Statement,
thereby leaving $2,050,000,000 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;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on June 26, 1996, and the terms
and provisions of the Indenture dated as of January 1, 1995 (the
"Indenture") between the Corporation and The Bank of New York, as
Trustee (the "Trustee"), the Corporation shall issue a series of
its subordinated unsecured indebtedness consisting of
$450,000,000 in aggregate principal amount of its 7.80%
Subordinated Notes, due 2016, which series of subordinated notes
shall be designated "7.80% Subordinated Notes, due 2016" (the
"Notes"), and which shall be subject to the terms and entitled to
the benefits of the Indenture;
RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 7.80% per annum, which interest shall accrue from
September 24, 1996, and shall be payable semiannually on March 15
and September 15, commencing March 15, 1997; 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 September 15, 2016;
RESOLVED FURTHER, that, with respect to the Notes, a
"Business Day" shall mean 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 banking institutions
in New York, New York or Charlotte, North Carolina are authorized
or required by law or regulation to be closed;
RESOLVED FURTHER, that the Notes shall be sold to
NationsBanc Capital Markets, Inc. and the other underwriters
named in Schedule II to the Underwriting Agreement hereinafter
described (collectively, the "Underwriters"), pursuant to the
terms of the Underwriting Agreement, which Underwriters 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 and shall not subject
to the provisions of Sections 14.02 and 14.03 of the Indenture;
RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on September 24, 1996, at a price of 98.509% of the
principal amount thereof, and that the Notes shall be initially
offered to the public at a price of 99.384% of the principal
amount thereof;
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 .50% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .35% of such principal amount on
sales to other dealers;
RESOLVED FURTHER, that the Notes shall be issued as
Registered Securities (as defined in the Indenture) initially in
book-entry only form, represented by one or more global notes
registered in the name of The Depository Trust Company, or its
nominee, and eligible to trade through the facilities of Cedel
Bank, societe anonyme and Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System, in
the manner requested by the Underwriters, in denominations of
$1,000 or integral multiples thereof, and shall be dated the date
of authentication and delivery, which date shall occur on or
about September 24, 1996, and the form of registered global note
presented to this Committee and attached hereto as Exhibit A,
together with such modifications as are appropriate to reflect
the determinations of any Authorized Officer (as hereinafter
defined), 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 Senior or other Vice
President, and the corporate seal shall be affixed thereon and
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 current 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 Notes 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, 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
Indenture, 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 (each, an
"Authorized Officer") is hereby authorized and empowered to cause
the Notes, upon execution thereof, to be delivered to the Trustee
under the Indenture, or to any agent designated by the Trustee,
for authentication and delivery by it 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
Notes, 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 Notes;
RESOLVED FURTHER, that, unless and until otherwise
determined by an Authorized Officer, The Bank of New York, as
Trustee, shall act as the agent for the Corporation for the
registration, transfer, exchange and payment of the Notes, and
that the corporate trust office of the Trustee located at 101
Barclay Street, New York, New York, hereby is designated,
pursuant to the provisions of Section 4.02 of the 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
Trustee under the Indenture with respect to such appointment, or
by any other person as any Authorized Officer shall determine as
the agent for the Corporation for the registration, transfer,
exchange or payment of, or the authentication of, the Notes;
RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to execute and deliver on behalf of the
Corporation, and this Committee hereby approves, the form of
underwriting agreement (the "Underwriting Agreement"), dated as
of September 18, 1996, among the Corporation and the
Underwriters, in the form presented to the Committee and attached
hereto as Exhibit B, relating, among other things, to the sale of
the Notes to, and the indemnification of and contribution to, the
Underwriters, and such Underwriting Agreement hereby is in all
respects authorized and approved, the execution thereof being
conclusive evidence of such approval; and
RESOLVED FURTHER, that each of the proper 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.