RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
November 8, 1996
Approval of Medium-Term Notes, Series F
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 of the Corporation's unsecured debt securities
(either senior or subordinated and including medium-term notes),
and 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 Registration
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, 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 up to
$2,000,000,000 in aggregate principal amount of 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 pursuant to the
resolutions adopted by the Board on June 26, 1996, and the
respective terms and provisions of the Indenture dated as of
January 1, 1995 (the Subordinated Indenture ) between the
Corporation and the Bank of New York, as Trustee (the Subordinated
Trustee ), and the Indenture dated as of January 1, 1995 (the
Senior Indenture, and together with the Subordinated Indenture,
the Indentures ) between the Corporation and First Trust of New
York, National Association, as successor Trustee to BankAmerica
National Trust Company (the Senior Trustee, and together with the
Subordinated Trustee, the Trustees ), 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 F (the "Senior Medium-Term
Notes") and a series of subordinated debt securities, designated as
the Subordinated Medium-Term Notes, Series F (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 Senior Indenture,
and the Subordinated Indenture, in the case of Subordinated Medium-
Term Notes, all of which Medium-Term Notes shall be issued under
the Registration Statement in an aggregate principal amount not in
excess of $2,000,000,000;
RESOLVED FURTHER, that the 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 United
States Master Distribution Agreement (the "Distribution
Agreement"), dated as of November 8, 1996, 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 any of the Chief Executive Officer, the
Chief Financial Officer, any Senior Vice President 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 method of and date for sale and
delivery of such Medium-Term Notes; (vi) 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; (vii) the fee or
commission to be paid in connection with any such sale; (viii) the
aggregate principal amount of such Medium-Term Notes which may be
authenticated and delivered at any such time; (ix) the date or
dates on which the principal of such Medium-Term Notes is payable;
(x) the rate or rates per annum, and, if applicable, 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), the
dates or dates from which such interest shall accrue, the date or
dates on which such interest shall be payable and the record date
or dates for the interest payable on any such Medium-Term Notes on
any interest payment date; (xi) the place or places at which the
principal of (and premium, if any, on) and any interest on such
Medium-Term Notes shall be payable, any such Medium-Term Notes may
be surrendered for registration or transfer or exchange and notices
and demands to or upon the Corporation in respect of such Medium-
Term Notes may be served, which may or may not be the same place
and which may or may not be maintained in the City of New York, if
different from that specified herein; (xii) the denominations in
which such Medium-Term Notes are authorized to be issued, if
different from that specified herein; (xiii) 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; (xiv) any sinking fund to be provided in
connection with such Medium-Term Notes; (xv) whether such Medium-
Term Notes will be original issue discount; (xvi) the person or
persons who, from time to time, will serve as calculation agent
with respect to such Medium-Term Notes, if different from that
specified herein; (xvii) any provisions relating to the extension
of maturity of, or the renewal of, Medium-Term Notes or the
conversion of such Medium-Term Notes into other securities of the
Corporation; and (xviii) any other terms and provisions of the
Medium-Term Notes;
RESOLVED FURTHER, that the Medium-Term Notes shall be issued
as Registered Securities (as defined in the respective Indentures)
by an Authorized Officer, such Medium-Term Notes shall be issued 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 denominations of $1,000 or integral multiples 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 hereto 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 November 8, 1996 (the "Procedures"), in the form presented to
this Committee and 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;
RESOLVED FURTHER, that the Medium-Term Notes shall be executed
in the name of and on behalf of the Corporation by any of the
Chief Executive Officer, or any Senior or other Vice President of
the Corporation, the corporate seal shall be affixed thereon and
shall be attested by the Secretary or any Assistant Secretary of
the Corporation, and the signatures of the Chief Executive Officer,
or any Senior or other Vice President, the Secretary and any
Assistant Secretary may be in the form of facsimile signatures of
the current or any future 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, 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
respective Indentures, each of the 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 by it 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,
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 Medium-Term Notes;
RESOLVED FURTHER, that, unless and until otherwise determined
by an Authorized Officer, The Bank of New York initially shall act
under the provisions of the Subordinated Indenture, and is
appointed as the agent for the Corporation under the provisions of
the Senior Indenture, in each case, for the registration, transfer,
exchange and payment of the Medium-Term Notes (in such capacity the
Paying Agent ), and is authorized to be appointed by the Senior
Trustee as authenticating agent, and that the corporate trust
office of said bank located at 101 Barclay Street, New York, New
York 10286, 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 hereby are 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, or by any other person as any Authorized
Officer shall determine, agent for the Corporation for the
registration, transfer, exchange or payment of, or the
authentication of, the Medium-Term Notes;
RESOLVED FURTHER, that, unless and until otherwise determined
by an Authorized Officer, The Bank of New York hereby initially is
appointed the agent for the Corporation for the calculation of
interest with respect to the Medium-Term Notes (the "Calculation
Agent") as described in the Prospectus of the Corporation dated
July 12, 1996, as supplemented by the Prospectus Supplement of the
Corporation dated November 8, 1996, 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 the Calculation Agent, with respect to such
appointment of The Bank of New York, or any other person as any
Authorized Officer shall determine, as Calculation Agent for the
Corporation;
RESOLVED FURTHER, that whenever either of the respective
Trustees under the Indentures shall, in its 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; and
RESOLVED FURTHER, that each of the 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.