CONSENT TO ACTION BY
REGULAR TRUSTEES OF
NB CAPITAL TRUST II
December 10, 1996
As authorized by the terms and provisions of an Amended and Restated
Declaration of Trust for NB Capital Trust II (the "Trust") dated as of December
10, 1996, the undersigned Regular Trustees hereby execute this consent to action
by the Trust:
APPROVAL OF ISSUANCE AND SALE OF CAPITAL SECURITIES
WHEREAS, the Board of Directors of NationsBank Corporation (the
"Corporation") has determined that it is advisable and in the interests of the
Corporation to raise up to $1,000,000,000 in additional equity capital on behalf
of the Corporation (the "Additional Equity"), which equity capital may take the
form of preferred securities representing undivided beneficial interests in the
assets of a trust or other entity formed by or on behalf of the Corporation; and
WHEREAS, in order to facilitate the utilization of a plan of financing
involving such preferred securities, the Corporation, as Sponsor, caused this
Trust to be formed pursuant to the terms of a Declaration of Trust dated as of
October 29, 1996, as amended and restated in its entirety by an Amended and
Restated Declaration of Trust dated as of December 10, 1996 (the "Declaration")
and a Certificate of Trust filed with the Secretary of State of Delaware on
November 1, 1996; and
WHEREAS, the Corporation and this Trust have caused the filing of a
Registration Statement on Form S-3, Registration No. 333- 15375, with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, with respect to up to $1,000,000,000 aggregate principal
amount of preferred securities (the "Capital Securities") which Registration
Statement was amended by pre-effective Amendment No. 1 thereto filed on November
18, 1996, and was further amended by Amendment No. 2 thereto filed on November
25, 1996 and by Amendment No. 3 thereto filed on November 26, 1996 and declared
effective on November 27, 1996 (as so amended, 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;
RESOLVED, that the Registration Statement is ratified and
approved and the Trustees hereby are authorized and empowered to
execute and file all such other instruments and documents, to make all such
payments and do all such other acts and things in connection with the
Registration Statement (including the execution and filing of any pre-effective
or post-effective amendments thereto), as they may deem necessary or advisable
in order to effect such filing and to procure the effectiveness of the
Registration Statement (and any such post-effective amendments thereto), and to
make such supplements to the Prospectus forming a part of said Registration
Statement as may be required or otherwise as they may deem advisable;
RESOLVED FURTHER, that each of John E. Mack, Paul J. Polking and
Charles M. Berger hereby is appointed attorneys-in-fact for, and each of them
with full power to act without the other hereby is authorized and empowered to
sign the Registration Statement and any amendment or amendments (including any
pre-effective or post-effective amendments) thereto on behalf of, the Trust;
RESOLVED FURTHER, that Paul J. Polking is hereby designated as
Agent for Service of the Trust with all such powers as are provided
by the Rules and Regulations of the Securities and Exchange
Commission;
RESOLVED FURTHER, that any of the Trustees hereby is authorized to
determine the states or jurisdictions in which appropriate action shall be taken
to qualify or register for distribution the Capital Securities, as such Trustees
may deem advisable; that such Trustees hereby are authorized to perform on
behalf of the Trust any and all such acts as they may deem necessary or
advisable in order to comply with the applicable laws of any such states or
jurisdictions, and in connection therewith to execute and file all requisite
papers and documents, including without limitation resolutions, applications,
reports, surety bonds, irrevocable consents and appointments of attorneys for
service of process; and the execution by such officers of any such paper or
document or the doing by them of any act in connection with the foregoing matter
shall establish conclusively their authority therefor from the Trust and the
approval and ratification by the Trust of the papers and documents so executed
and the actions so taken;
RESOLVED FURTHER, that such Trustees hereby are authorized and directed
to do any and all things which in their judgment may be necessary or appropriate
in order to obtain a permit, exemption, registration or qualification for, and a
dealer's license with respect to, the distribution of the Capital Securities in
accordance with and pursuant to the terms of any underwriting or distribution
agreements, under the securities or insurance laws of any one or more of the
states or jurisdictions as such officers may deem advisable and in connection
therewith to execute, acknowledge, verify, deliver, file and publish all
applications, reports, resolutions, consents, consents to service of process,
powers of attorneys, commitments and other papers and instruments as may be
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required under such laws and to take any and all further action which they may
deem necessary or appropriate in order to secure and to maintain such permits,
exemptions, registrations and qualifications in effect for so long as they shall
deem in the best interest of the Trust;
RESOLVED FURTHER, that if the securities or blue sky laws of any
jurisdiction or the regulations or governing authority of any exchange or
trading entity require that particular forms of resolutions covering any matter
mentioned in the preceding resolutions be adopted, all such resolutions are
hereby adopted as if the same had been so presented and adopted herein;
RESOLVED FURTHER, that in order to facilitate the operation of the
Trust, the Trustees are authorized to execute and deliver a Subscription
Agreement between the Corporation and the Trust (the "Subscription Agreement")
pursuant to which the Corporation will agree to purchase and own directly or
indirectly all of the Trust's outstanding Common Securities (the "Common
Securities");
RESOLVED FURTHER, that in order to facilitate the raising of necessary
funds, the Trustees are authorized to join with the Corporation and execute,
deliver and perform an Underwriting Agreement dated as of December 10, 1996 (the
"Underwriting Agreement") between the Corporation and the Trust and NationsBanc
Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Morgan Stanley & Co. Incorporated (the "Underwriters") pursuant to which the
Trust will agree to issue and sell 365,000 Capital Securities representing
preferred undivided beneficial interests in the assets of the Trust and
denominated as 7.83% Capital Securities to the Underwriters.
RESOLVED FURTHER, that the Trustees are authorized to execute and
deliver a Note Purchase Agreement between the Corporation and the Trust (the
"NPA") pursuant to which the Corporation will sell up to an aggregate of
$376,300,000 of its 7.83% Junior Subordinated Deferrable Interest Notes due 2026
(the "Notes") to the Trust;
RESOLVED FURTHER, that the terms, conditions and provisions of the
Declaration, the Subscription Agreement, the Underwriting Agreement, and the NPA
are hereby ratified and approved, with such changes and upon such terms as the
Trustees executing then shall determine;
RESOLVED FURTHER, that all actions previously taken by the Trustees or
agents of the Trust in anticipation of, or in connection with the transactions
described in these resolutions, be and the same are hereby ratified, confirmed
and approved; and
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RESOLVED FURTHER, that each of the Regular Trustees hereby is
authorized and directed to execute documents and certificates as such individual
deems necessary or appropriate and to do any and all things necessary,
appropriate or convenient to carry into effect the foregoing resolutions.
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