RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
January 22, 1997
Approval of Floating Rate Junior Subordinated Deferrable
Interest Notes due 2027
WHEREAS, by resolutions adopted by the Board of Directors (the "Board")
of the NationsBank Corporation (the "Corporation") at a meeting duly called and
held on December 17, 1996, this Committee was appointed by the Board (the
"Committee") with full authority to take action to raise up to $1,000,000,000 of
equity capital (the "Capital") on behalf of the Corporation; and
WHEREAS, in order to facilitate the Corporation's financing, the Board
authorized this Committee to approve the formation of special purpose financing
entities, the guaranty by the Corporation of the obligations of such entities,
the registration for sale and public sale of such obligations and the entry by
the Corporation into agreements with such entities providing for the loan of the
proceeds from the sale of such obligations to the Corporation; and
WHEREAS, as authorized by the Board on December 19, 1996, the
Corporation filed a Registration Statement on Form S-3, Registration No.
333-18273, with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, with respect to obligations of certain
special purpose subsidiaries and guarantees and subordinated debt securities of
the Corporation, which Registration Statement was amended by pre-effective
Amendment No. 1 thereto filed on January 10, 1997, and declared effective on
January 14, 1997 (as so amended, the "Registration Statement"); and
WHEREAS, this Committee has determined to authorize the issuance of a
series of up to $515,500,000 of the Corporation's floating rate junior
subordinated deferrable interest notes as described in these resolutions; 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 any of the Chief Executive
Officer, Chief Financial Officer, any Vice President or any Associate General
Counsel of the Corporation (each, an "Authorized Officer") is hereby authorized
to execute and deliver
an Amended and Restated Declaration of Trust for NB Capital Trust III (the
"Declaration") pursuant to which the trust previously formed by the Corporation
(the "Trust") is amended and restated in its entirety to facilitate the
financing described in these resolutions;
RESOLVED FURTHER, that the selection and appointment of The Bank of New
York as Property Trustee, The Bank of New York (Delaware) as Delaware Trustee
and John E. Mack, William L. Maxwell and Marc D. Oken as Regular Trustees
(collectively, the "Trustees") of the Trust is hereby ratified and approved; and
RESOLVED FURTHER, that in order to facilitate operation of the Trust,
Authorized Officers of the Corporation are authorized to execute and deliver (i)
a Subscription Agreement between the Corporation and the Trust (the
"Subscription Agreement") pursuant to which the Corporation will agree to
purchase and own all of the Trust's outstanding Common Securities (the "Common
Securities"), (ii) a Common Securities Guarantee pursuant to which the
Corporation will guarantee the performance by the Trust of its obligations in
connection with its outstanding Common Securities (the "Common Securities
Guarantee") and (iii) a Capital Securities Guarantee pursuant to which the
Corporation will guarantee the performance by the Trust of its obligations in
connection with all of the outstanding Capital Securities of the Trust (the
"Capital Securities Guarantee" and with the Common Securities Guarantee, the
"Guarantees");
RESOLVED FURTHER, that in order to facilitate the raising of necessary
funds, the Authorized Officers are authorized to join with the Trust and to
execute an Underwriting Agreement dated as of January 22, 1997 (the
"Underwriting Agreement") among the Corporation, the Trust and NationsBanc
Capital Markets, Inc., Bear, Stearns & Co. Inc. and Lehman Brothers, Inc., as
Representatives of the underwriters described therein (collectively, the
"Underwriters") pursuant to which the Trust will agree to issue and sell up to
500,000 Floating Rate Capital Securities (liquidation amount $1,000 per
security) (the "Capital Securities" and, with the Common Securities, the
"Securities") to the Underwriters; and
RESOLVED FURTHER, that to facilitate the loan to the Corporation of the
proceeds from the sale of the Securities, the Authorized Officers are authorized
to execute and deliver (i) a Third Supplemental Indenture to be dated as of
February 3, 1997 (the "Third Supplemental Indenture") between the Corporation
and The Bank of New York as Indenture Trustee (in such capacity, the "Indenture
Trustee") to set the terms of, and authorize the issuance by the Corporation of
a series of up to $515,500,000 in aggregate principal amount of its floating
rate junior subordinated debt securities to be known as its Floating Rate Junior
Subordinated Deferrable Interest Notes due 2027 (the "Notes"), which Notes shall
be subject to the terms and entitled to the benefits of the Indenture between
the Corporation and the Indenture
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Trustee dated as of November 27, 1996 (the "Indenture"); and (ii) a Note
Purchase Agreement between the Corporation and the Trust (the "Note Purchase
Agreement") pursuant to which the Corporation will sell the Notes to the Trust;
and
RESOLVED FURTHER, that the Notes shall bear interest at a rate per
annum equal to the rate for deposits in U.S. Dollars for a three month period in
the London interbank market ("LIBOR") plus 0.55% (which rate is to be determined
by the Calculation Agent described below); that the initial interest rate on the
Notes shall be determined by the Calculation Agent on the basis of LIBOR on
January 30, 1997; that the interest rate shall be reset quarterly and accrue
from February 3, 1997, and be payable quarterly on January 15, April 15, July 15
and October 15, commencing April 15, 1997; and the Record Date for the interest
payable one Business Day prior to each interest payment date unless the Notes
are not in Book-Entry only form, in which case the record date shall be the
first day of the same calendar month in which the interest payment date occurs;
RESOLVED FURTHER, that the maturity date of the Notes shall be
January 15, 2027;
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 Notes and any Authorized Officer of
the Corporation is hereby authorized and empowered to negotiate, execute and
deliver a calculation agency agreement and such other documents required by such
agent with respect to such appointment or by any other entity who may be
appointed by an Authorized Officer;
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, in the manner requested by the Underwriters, in
minimum denominations of $1,000, and shall be dated the date of authentication
and delivery, which date shall occur on or about February 3, 1997, and the form
of note contained in the Third Supplemental Indenture, together with such
modifications as are appropriate to reflect the determinations of this
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, and the corporate seal shall be affixed thereon and 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 current or any Chief
Executive Officer, Vice President, Secretary or Assistant Secretary, and should
any officer of the Corporation who
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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 and
Treasurer 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 and
the Third Supplemental Indenture each Authorized Officer is hereby authorized
and empowered to cause the Notes, upon execution thereof, to be delivered to the
Indenture Trustee under the Indenture, or to any agent designated by the
Indenture 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 the Authorized Officers are hereby authorized to
take any and all actions necessary or appropriate to implement and carry out the
Corporation's obligations under the Declaration, including the execution and
delivery of supplements to the Indenture and Declaration and all necessary
documents and certificates in connection with such action;
RESOLVED FURTHER, that the terms, conditions and provisions of the
Declaration, the Subscription Agreement, the Guarantees, the Underwriting
Agreement, the Calculation Agency Agreement, the Indenture, the Third
Supplemental Indenture and the Note Purchase Agreement are hereby ratified and
approved, with such changes and upon such terms as the Authorized Officers
executing then shall determine;
RESOLVED FURTHER, that the listing of the Capital Securities (and if
necessary, the Notes) on the Luxembourg Stock Exchange (the "LSE") and the
appointment of Banque Generale a Luxembourg as listing agent for purposes of the
LSE listing is hereby ratified, confirmed and approved;
RESOLVED FURTHER, that officers of this Corporation, including John E.
Mack, Senior Vice President and Treasurer, Susan Y. Calton, Vice President, or
any other Authorized Officer be, and they hereby are authorized to take any and
all steps necessary or desirable to accomplish the LSE listing, including the
preparation and filing of all requisite listing applications, fee agreements,
papers and documents and the payment of all fees deemed necessary or desirable;
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RESOLVED FURTHER, that the facilities of the Euroclear System
("Euroclear") and Cedel Bank, societe anonyme ("Cedel Bank")shall be used in
connection with the issue and transfer of the Capital Securities and the
execution, delivery and performance by this Corporation of engagement letters,
letters of understanding or other agreements with Euroclear and Cedel Bank is
hereby ratified and approved;
RESOLVED FURTHER, that all actions previously taken by officers of the
Corporation in anticipation of, or in connection with the transactions described
in these resolutions, be and the same are hereby ratified, confirmed and
approved; and
RESOLVED FURTHER, that each of the Authorized Officers hereby is
authorized and directed to do any and all things necessary, appropriate or
convenient to carry into effect the foregoing resolutions.
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