RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
April 28, 1998
WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of NationsBank Corporation (the "Corporation") at a
meeting duly called and held on September 25, 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), shares of its preferred stock
and shares of its common stock (collectively, the "Securities")
to be offered at the times and on terms to be determined by the
Committee;
WHEREAS, on October 9, 1996, the Corporation filed a
Registration Statement on Form S-3, Registration No. 333-13811
(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 December 10, 1996 and December 19, 1996
and was declared effective on December 19, 1996;
WHEREAS, (i) on January 8, 1998, the Corporation allocated
and designated $2,000,000,000 of the Original Authorization to
the Corporation's Medium Term Notes, Series G (the "MTN Program
Authorization"), (ii) on January 29, 1998, the Corporation
allocated, issued and sold $350,000,000 of the Original
Authorization in the form of subordinated notes, thereby leaving
$650,000,000 aggregate principal amount of Securities either
unissued or unallocated under the Registration Statement, (iii)
on March 17, 1998, the Corporation allocated, issued and sold the
remaining $650,000,000 of the Original Authorization in
connection with its sale of (x) $600,000,000 of senior notes
and (y) $400,000,000 of subordinated notes and at the same time
reallocated $350,000,000 from the MTN Program Authorization;
WHEREAS, this Committee has determined to (i) reduce the MTN
Program Authorization by $800,000,000; (ii) authorize the
issuance of a series of $500,000,000 of senior notes as provided
by these resolutions; and (iii) separately authorize the issuance
of a series of $300,000,000 of subordinated notes of the
Corporation; 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
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on September 25, 1996, and the
terms and provisions of the Indenture between the Corporation and
U.S. Bank Trust National Association as successor trustee to
BankAmerica National Trust Company, as trustee (the "Trustee"),
dated as of January 1, 1995 (the "Indenture"), the Corporation
shall issue a series of its senior unsecured indebtedness
consisting of $500,000,000 in aggregate principal amount of its
6 3/8% Senior Notes, due 2005, which series of senior notes shall
be designated "6 3/8% Senior Notes, due 2005" (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 6 3/8% per annum, which interest shall accrue from May 4,
1998, and be payable semiannually on May 15 and November 15,
commencing November 15, 1998; 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 May 15, 2005;
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 Montgomery Securities LLC and the other Underwriters
(as named in the Underwriting Agreement hereinafter described)
(the "Underwriters"), pursuant to the terms of the Underwriting
Agreement, who 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 be
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 April 28, 1998, at a price of 99.115% of the
principal amount, and that the Notes shall be initially offered
to the public at a price of 99.69% of the principal amount;
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 .35% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .20% 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 Representatives (as defined in the
Underwriting Agreement), 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 May 4, 1998 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 Notes shall be executed in the
name of and on behalf of the Corporation by the Chief Executive
Officer, or any Senior or other Vice President, the corporate
seal thereon shall be attested by the Secretary or any Assistant
Secretary, and the signatures of the 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
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.,
Chief Executive Officer of the Corporation, John E. Mack, Senior
Vice President, James W. Kiser, Secretary of the Corporation, and
Allison Gilliam, Assistant Secretary, are hereby expressly
approved and accepted;
RESOLVED FURTHER, that pursuant to the provisions of the
Indenture, the 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
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 hereby
initially is appointed the agent for the Corporation for the
registration, transfer, exchange and payment of the Notes (the
"Paying Agent"), and authorized to be appointed by the Trustee as
authenticating agent, and that the corporate trust office of the
Paying Agent located at 101 Barclay Street, New York, New York
10286, hereby is designated, pursuant to the provisions of the
Indenture, as the office or agency of the Corporation where the
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 Trustee under the
Indenture, or by the Paying Agent, with respect to such
appointment of The Bank of New York, or any other person as any
Authorized Officer shall determine, as Paying Agent for the
Corporation;
RESOLVED FURTHER, that whenever the 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 any Authorized Officer is hereby
authorized and empowered to execute and deliver, and this
Committee hereby approves, the underwriting agreement (the
"Underwriting Agreement"), dated as of April 28, 1998, 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 Notes and to the indemnification of and contribution to the
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.