RESOLUTIONS OF THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
January 10, 1996
Approval of Medium-Term Notes
WHEREAS, by resolutions adopted by the Board of Directors (the "Board") of
the Corporation at a meeting duly called and held on September 27, 1995, this
Committee was appointed by the Board (the "Committee") 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 and shares of
its common stock (collectively, the "Securities") to be offered on terms to be
determined by the Committee; and
WHEREAS, on September 29, 1995 the Corporation filed a Registration
Statement on Form S-3, Registration No. 33-63097 (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 November 13, 1995 and was declared effective on November 24, 1995;
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 $1,500,000,000 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 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 E
(the "Senior Medium-Term Notes") and a series of subordinated debt securities,
designated as the Subordinated Medium-Term Notes, Series E (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 Indenture dated as of January 1, 1995, between
the Corporation and First Trust of New York, N.A. as successor trustee to
BankAmerica National Trust Company, as trustee (the Senior Trustee"), in the
case of Senior Medium-Term Notes, and the Indenture dated as of January 1, 1995,
between the Corporation and The Bank of New York, as trustee (the
"Subordinated Trustee"), 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 $1,500,000,000;
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 form of United States Master Distribution Agreement (the
"Distribution Agreement"), dated as of January 10, 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 Chairman of the Board and 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
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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 in registered
form and, unless otherwise determined 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 any integral multiple 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 January
10, 1996 (the "Procedures") 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 or Senior Vice President of the
Corporation;
RESOLVED FURTHER, that the Medium-Term Notes shall be executed in the name
of and on behalf of the Corporation by any of the Chairman and Chief Executive
Officer, the Chief Financial Officer, or any Senior Vice President or Vice
President, the
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corporate seal thereon shall be attested by the Secretary or any
Assistant Secretary, and the signatures of the Chairman and Chief Executive
Officer, the Chief Financial Officer, any Senior Vice President or Vice
President, the Secretary and any Assistant Secretary may be in the form of
facsimile signatures of the present or any future Chairman and Chief Executive
Officer, Chief Financial 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, and of James W.
Kiser, Secretary of the Corporation, are hereby expressly approved and accepted;
RESOLVED FURTHER, that pursuant to the provisions of the respective
Indentures, 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 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 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;
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
Medium-Term Notes (the "Paying Agent"), and is authorized to be appointed by the
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 are hereby 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 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, unless and until otherwise determined by an
Authorized Officer, The Bank of New York initially is appointed agent for the
calculation of interest with respect to the Medium-Term Notes as described in
the Prospectus of the Corporation dated November 24, 1995, as supplemented by
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the Prospectus Supplement of the Corporation dated January 10, 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 Bank of New York, with respect to such appointment, or
by any other person who may so be appointed by an Authorized Officer;
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;
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.
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