RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
April 15, 1997
Approval of 8 1/4% Junior Subordinated Deferrable
Interest Notes due 2027
WHEREAS, by resolutions adopted by the Board of Directors (the "Board")
of 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 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 IV (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 April 15,1997 (the "Underwriting
Agreement") among the Corporation, the Trust and NationsBanc Capital Markets,
Inc., Bear, Stearns & Co. Inc., Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, the
underwriters described therein (collectively, the "Underwriters") pursuant to
which the Trust will agree to
issue and sell up to 500,000 8 1/4% Capital Securities (the "Capital Securities"
and, with the Common Securities, the "Securities") to the Underwriters; and
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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 Fourth Supplemental Indenture to be dated as of
April 22, 1997 (the "Fourth 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 junior
subordinated debt securities to be known as its 8 1/4% 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 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 the rate of 8
1/4% per annum, which interest shall accrue from April 22, 1997 and shall be
payable semiannually on April 15 and October 15 of each year commencing October
15, 1997; and if the Notes cease to be registered in book-entry only form, the
record date for the interest payable shall be the first of the calendar month in
which the interest payment date occurs;
RESOLVED FURTHER, that the maturity date of the Notes shall
be April 15, 2027;
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
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 April
22, 1997, and the form of note contained in the Fourth 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
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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 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 Fourth 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 Option, 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 Indenture, the Fourth 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;
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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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