Registration No. 33- ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
NationsBank Corporation
(Exact Name of Registrant as Specified in Its Charter)
North Carolina 56-0906609
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
NationsBank Corporate Center 28255
100 North Tryon Street (Zip Code)
Charlotte, North Carolina
(Address of Principal Executive Offices)
_____________________________
NationsBank Corporation Key Employee Stock Plan
(Full Title of the Plan)
______________________________
PAUL J. POLKING, ESQ.
General Counsel
NationsBank Corporation
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(Name and Address of Agent for Service)
(704) 386-5000
(Telephone Number, Including Area Code, of Agent for Service)
___________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit(1) Price(1) Fee
Common Stock 14,000,000 shares $55.4375 $776,125,000 $267,629
(1)Determined on the basis of the average of the high and low
prices of the Common Stock reported on the New York Stock
Exchange on June 27, 1995 in accordance with Rule 457(c)
under the Securities Act of 1933, as amended (the "Securities
Act"), solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been heretofore filed by
NationsBank Corporation (the "Registrant") with the Securities
and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994;
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995 and Current Reports on Form 8-K
filed January 26, 1995, February 21, 1995, March 2, 1995 (two
reports on this date), March 21, 1995 (amended by Form 8-K/A
Amendment No. 1 filed March 21, 1995), March 27, 1995, April 24,
1995, April 25, 1995 and May 16, 1995; and
(c) The description of the Registrant's Common Stock
contained in its registration statement filed pursuant to Section
12 of the Exchange Act, and any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto that either indicates that all securities offered hereby
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
The Registrant will provide without charge to each
participant in the NationsBank Corporation Key Employee Stock
Plan, on the written or oral request of any such person, a copy
of any or all of the documents incorporated herein by reference
(other than exhibits to such documents which are not specifically
incorporated by reference in such documents). Written requests
for such copies
<PAGE>
should be directed to Charles J. Cooley,
Principal Corporate Personnel Officer, NationsBank Corporation,
NationsBank Corporate Center, 100 North Tryon Street, Charlotte,
North Carolina 28255. Telephone requests may be directed to
(704) 386-5000.
Item 6. Indemnification of Directors and Officers.
There are no provisions in the Registrant's Restated
Articles of Incorporation, and no contracts between the
Registrant and its directors and officers, relating to
indemnification. The Registrant's Restated Articles of
Incorporation prevent the recovery by the Registrant of monetary
damages against its directors. However, in accordance with the
provisions of the North Carolina Business Corporation Act (the
"Act"), the Registrant's Amended and Restated Bylaws provide
that, in addition to the indemnification of directors and
officers otherwise provided by the Act, the Registrant shall,
under certain circumstances, indemnify its directors, executive
officers and certain other designated officers against any and
all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities as
directors and officers, except for liability or litigation
expense incurred on account of activities that were at the time
known or reasonably should have been known by such director or
officer to be clearly in conflict with the best interests of the
Registrant. Pursuant to such Bylaws and as authorized by
statute, the Registrant maintains insurance on behalf of its
directors and officers against liability asserted against such
persons in such capacity whether or not such directors or
officers have the right to indemnification pursuant to the Bylaws
or otherwise.
In addition to the above-described provisions, Sections 55-8-
50 through 55-8-58 of the Act contain provisions prescribing the
extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a current or former
director against liability if (i) he conducted himself in good
faith, (ii) he reasonably believed (x) that his conduct in his
official capacity with the corporation was in its best interests
and (y) in all other cases his conduct was at least not opposed
to the corporation's best interests, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. A corporation may not indemnify a current
or former director in connection with a proceeding by or in the
right of the corporation in which the director was adjudged
liable to the corporation or in connection with a proceeding
charging improper personal benefit to him in which he was
adjudged liable on such basis. The above standard of conduct is
determined by the Board of Directors or a committee thereof,
special legal counsel or the shareholders as prescribed in
Section 55-8-55 of the Act.
Sections 55-8-52 and 55-8-56 of the Act require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party because of his capacity
as a director or officer against reasonable expenses when he is
<PAGE>
wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may
order indemnification of the director or officer if he is
adjudged fairly and reasonably so entitled under Section 55-8-54.
Section 55-8-56 of the Act allows a corporation to indemnify and
advance to an officer, employee or agent who is not a director to
the same extent as a director or as otherwise set forth in the
corporation's articles of incorporation or bylaws or by a
resolution of the board of directors.
In addition, Section 55-8-57 of the Act permits a
corporation to provide for indemnification of directors,
officers, employees or agents, in its articles of incorporation
or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance
policies on behalf of these individuals.
The foregoing is only a general summary of certain aspects
of North Carolina law dealing with indemnification of directors
and officers and does not purport to be complete. It is
qualified in its entirety by reference to the relevant statutes
which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit
indemnification shall or may be made and accordingly are
incorporated herein by reference.
<PAGE>
Item 8. Exhibits.
The following exhibits are filed with or incorporated by
reference in this Registration Statement.
Exhibit No. Description of Exhibit
5.1 Opinion of Paul J. Polking, Esq., General Counsel
of the Registrant, as to the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Paul J. Polking, Esq., General Counsel
of the Registrant (included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolution.
99.1 NationsBank Corporation Key Employee Stock Plan,
incorporated by reference to Exhibit 10 of the
Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 1995.
99.2 Provisions of the North Carolina Business
Corporation Act, as amended, relating to
indemnification of directors and officers,
incorporated by reference to Exhibit 99.3 of the
Registrant's Post-Effective Amendment No. 1 on
Form S-8 to its Registration Statement on Form S-
4, Registration No. 33-55145.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to the
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Charlotte, State of North Carolina, on June 28th,
1995.
NATIONSBANK CORPORATION
By: HUGH L. McCOLL, JR.*
Hugh L. McColl, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
HUGH L. McCOLL, JR. * Chairman of the Board, Chief June 28, 1995
Hugh L. McColl, Jr. Executive Officer and Director
(Principal Executive Officer)
JAMES H. HANCE, JR. * Vice Chairman and June 28, 1995
James H. Hance, Jr. Chief Financial Officer
(Principal Financial Officer)
MARC D. OKEN * Executive Vice President and June 28, 1995
Marc D. Oken Chief Accounting Officer
(Principal Accounting Officer)
RONALD W. ALLEN * Director June 28, 1995
Ronald W. Allen
<PAGE>
WILLIAM M. BARNHARDT * Director June 28, 1995
William M. Barnhardt
Director June __, 1995
Thomas E. Capps
CHARLES W. COKER * Director June 28, 1995
Charles W. Coker
THOMAS G. COUSINS * Director June 28, 1995
Thomas G. Cousins
ALAN T. DICKSON * Director June 28, 1995
Alan T. Dickson
W. FRANK DOWD, JR. * Director June 28, 1995
W. Frank Dowd, Jr.
_____________________ Director June __, 1995
A. L. Ellis
PAUL FULTON * Director June 28, 1995
Paul Fulton
L. L. GELLERSTEDT, JR. * Director June 28, 1995
L. L. Gellerstedt, Jr.
TIMOTHY L. GUZZLE * Director June 28, 1995
Timothy L. Guzzle
W. W. JOHNSON * Director June 28, 1995
W. W. Johnson
<PAGE>
BUCK MICKEL * Director June 28, 1995
Buck Mickel
_____________________ Director June __, 1995
John J. Murphy
JOHN C. SLANE * Director June 28, 1995
John C. Slane
JOHN W. SNOW * Director June 28, 1995
John W. Snow
MEREDITH R. SPANGLER * Director June 28, 1995
Meredith R. Spangler
ROBERT H. SPILMAN * Director June 28, 1995
Robert H. Spilman
RONALD TOWNSEND * Director June 28, 1995
Ronald Townsend
JACKIE M. WARD * Director June 28, 1995
Jackie M. Ward
MICHAEL WEINTRAUB * Director June 28, 1995
Michael Weintraub
*By: /s/ CHARLES M. BERGER
Charles M. Berger
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
5.1 Opinion of Paul J. Polking, Esq., General Counsel
of the Registrant, as to the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Paul J. Polking, Esq., General Counsel
of the Registrant (included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolution.
99.1 NationsBank Corporation Key Employee Stock Plan,
incorporated by reference to Exhibit 10 of the
Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 1995.
99.2 Provisions of the North Carolina Business
Corporation Act, as amended, relating to
indemnification of directors and officers,
incorporated by reference to Exhibit 99.3 of the
Registrant's Post-Effective Amendment No. 1 on
Form S-8 to its Registration Statement on Form S-
4, Registration No. 33-55145.
<PAGE>
NationsBank Corporation
Legal Department
NationsBank Corporate Center
NC1-007-20-01
Charlotte, NC 28255
NATIONSBANK Exhibit 5.1
June 29, 1995
Board of Directors
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255
Ladies and Gentlemen:
In connection with the proposed registration under the Securities
Act of 1933, as amended, of up to 14,000,000 shares (the
"Shares") of the common stock of NationsBank Corporation to be
issued pursuant to the terms of the NationsBank Corporation Key
Employee Stock Plan (the "Plan"), I have examined such corporate
records and other documents, including the Registration Statement
on Form S-8 (the "Registration Statement") and Prospectus
relating to the Shares, and have reviewed such matters of law as
I have deemed necessary or appropriate for this opinion. Based
on such examination and review, it is my opinion that the Shares
have been duly and validly authorized and, when issued and paid
for in accordance with and upon the terms and conditions of the
Plan, will be validly issued, fully paid and nonassessable.
I consent to be named in the Registration Statement as the
attorney who passed upon the legality of the Shares, and to the
filing of a copy of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Paul J. Polking
Paul J. Polking
General Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated January
13, 1995, which appears on page 57 of the 1994 Annual Report to
Shareholders of NationsBank Corporation, which is incorporated by
reference in NationsBank Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994.
/s /Price Waterhouse LLP
PRICE WATERHOUSE LLP
Charlotte, North Carolina
June 29, 1995
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of NationsBank Corporation,
and the several undersigned Officers and Directors thereof whose signatures
appear below, hereby makes, constitutes and appoints James W. Kiser and Charles
M. Berger, and each of them acting individually, its, his and her true and
lawful attorneys with power to act without any other and with full power of
substitution, to execute, deliver and file in its, his and her name and on its,
his and her behalf, and in each of the undersigned Officer's and Director's
capacity or capacities as shown below, (a) one or more Registration Statements
of NationsBank Corporation on Form S-8 relating to the issuance of up to
24,000,000 shares of the Common Stock of NationsBank Corporation pursuant to the
NationsBank Corporation Key Employee Stock Plan and any and all documents in
support thereof or supplemental thereto and any and all amendments, including
any and all post-effective amendments, to the foregoing (hereinafter called the
"Registration Statements"), and (b) such registration statements, petitions,
applications, consents to service of process or other instruments, any and all
documents in support thereof or supplemental thereto, and any and all amendments
or supplements to the foregoing, as may be necessary or advisable to qualify or
register the securities covered by said Registration Statements under such
securities laws, regulations or requirements as may be applicable; and each of
NationsBank Corporation and said Officers and Directors hereby grants to said
attorneys, and to each of them, full power and authority to do and perform each
and every act and thing whatsoever as said attorneys or attorney may deem
necessary or advisable to carry out fully the intent of this power of attorney
to the same extent and with the same effect as NationsBank Corporation might or
could do, and as each of said Officers and Directors might or could do
personally in his or her capacity or capacities as aforesaid, and each of
NationsBank Corporation and said Officers and Directors hereby ratifies and
confirms all acts and things which said attorneys or attorney might do or cause
to be done by virtue of this power of attorney and its, his or her signature as
the same may be signed by said attorneys or attorney, or any of them, to any or
all of the following (and/or any and all amendments and supplements to any or
all thereof): such Registration Statements under the Securities Act of 1933, as
amended, and all such registration statements, petitions, applications, consents
to service of process and other instruments, and any and all documents in
support thereof or supplemental thereto, under such securities laws, regulations
and requirements as may be applicable.
IN WITNESS WHEREOF, NationsBank Corporation has caused this power of
attorney to be signed on its behalf, and each of the undersigned Officers and
Directors in the capacity or capacities noted has hereunto set his or her hand
as of the date indicated below.
NATIONSBANK CORPORATION
(Registrant)
By: HUGH L. MCCOLL, JR.
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
Dated: June , 1995
<TABLE>
<CAPTION>
<S> <C> <C>
(HUGH L. MCCOLL, JR.)
Chairman, Chief Executive Officer and Director June , 1995
(Principal Executive Officer)
(JAMES H. HANCE, JR.) Vice Chairman and Chief Financial Officer June , 1995
(Principal Financial Officer)
Executive Vice President and Chief Accounting June , 1995
(MARC D. OKEN) Officer (Principal Accounting Officer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
(RONALD W. ALLEN) Director June , 1995
(WILLIAM M. BARNHARDT) Director June , 1995
(THOMAS E. CAPPS) Director June , 1995
(CHARLES W. COKER) Director June , 1995
(THOMAS G. COUSINS) Director June , 1995
(ALAN T. DICKSON) Director June , 1995
(W. FRANK DOWD, JR.) Director June , 1995
(A. L. ELLIS) Director June , 1995
(PAUL FULTON) Director June , 1995
(L. L. GELLERSTEDT, JR.) Director June , 1995
(TIMOTHY L. GUZZLE) Director June , 1995
(W. W. JOHNSON) Director June , 1995
(BUCK MICKEL) Director June , 1995
(JOHN J. MURPHY) Director June , 1995
</TABLE>
2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
(JOHN C. SLANE) Director June , 1995
(JOHN W. SNOW) Director June , 1995
MEREDITH R. SPANGLER Director June , 1995
(ROBERT H. SPILMAN) Director June , 1995
(RONALD TOWNSEND) Director June , 1995
(JACKIE M. WARD) Director June , 1995
(MICHAEL WEINTRAUB) Director June , 1995
</TABLE>
3
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<PAGE>
NationsBank Corporation
Board of Directors
Resolutions
June 28, 1995
WHEREAS, the Board of Directors of NationsBank Corporation
(the "Corporation") and the shareholders of the Corporation have
duly approved the NationsBank Corporation Key Employee Stock Plan
(the "Plan");
Reservation of Shares
NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby
reserves, sets aside and authorizes for issuance 24,000,000
shares of its authorized but unissued shares of common stock (the
"Common Stock") to be issued in accordance with the terms and
conditions of the Plan.
Registration under Securities Act
RESOLVED, that the appropriate officers and directors of the
Corporation be, and each of them hereby is, authorized, in the
name and on behalf of the Corporation, to prepare, execute and
file, or cause to be prepared and filed, with the Securities and
Exchange Commission (the "Commission") a registration statement
on Form S-8, and any subsequent registration statements on Form S-
8 relating to the Plan, under the Securities Act of 1933, as
amended (collectively, the "Registration Statements"), for the
registration of up to 24,000,000 shares of Common Stock for
issuance pursuant to the terms of the Plan with full power and
authority to make such changes or additions thereto as any of
them may approve, such approval to be conclusively evidenced by
the filing thereof, and to prepare, execute and cause to be filed
any amendments to such Registration Statements (including,
without limitation, post-effective amendments), together with all
documents required as exhibits to such Registration Statements or
any amendments or supplements thereto, and all certificates,
letters, instruments, applications and any other documents which
may be required to be filed with the Commission with respect to
the registration of the shares of Common Stock issuable pursuant
to the terms of the Plan and to take any and all action with
respect to any of the foregoing as they, in their discretion,
shall deem necessary or advisable, with the taking of such action
conclusively establishing the validity thereof; and be it
FURTHER RESOLVED, that Paul J. Polking, Esq. be, and he
hereby is, designated and appointed as the agent for service in
all matters relating to the Registration Statements.
<PAGE>
Additional Listing Applications
BE IT RESOLVED, that the appropriate officers of the
Corporation be, and each of them hereby is, authorized and
directed to take, or cause to be taken, any and all action
necessary to effect the listing of the shares of Common Stock
issuable pursuant to the Plan on the New York Stock Exchange (the
"NYSE") and the Pacific Stock Exchange (the "PSE"), including,
without limitation, the preparation, execution and filing of all
necessary applications, documents, forms and agreements with the
NYSE and the PSE, the payment by the Corporation of all required
filing or application fees to the NYSE and the PSE and the
appearance of any such officer (if requested) before officials of
the NYSE and the PSE.
Blue Sky Qualification
BE IT RESOLVED, that it is desirable and in the best
interest of the Corporation that the shares of Common Stock
issuable pursuant to the terms of the Plan be qualified or
registered for sale in various states; that the appropriate
officers of the Corporation be, and each of them hereby is,
authorized to determine the states in which appropriate action
shall be taken to qualify or register for sale all or such part
of such shares as said officers may deem advisable; that said
officers be, and each of them hereby is, authorized to perform on
behalf of the Corporation any and all such acts as they may deem
necessary or advisable in order to comply with the applicable
laws of any such states, and in connection therewith to execute
and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable
consents to and appointments of attorneys for the purpose of
receiving and accepting 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 matters shall
conclusively establish their authority therefor from the
Corporation and the approval and ratification by the Corporation
of the papers and documents so executed and the action so taken.
Ratification
BE IT RESOLVED, that the appropriate officers of the
Corporation be, and each of them hereby is, authorized to take
all action, to execute, deliver and file all instruments and
documents, to enter into all agreements and to do or cause to be
done all such acts and things (including the payment of all
necessary fees and expenses), in the name and on behalf of the
Corporation and under its seal or otherwise, as they or any of
them may deem necessary or desirable to carry out the intent and
purposes of the foregoing resolutions; and be it
FURTHER RESOLVED, that any action authorized by any of the
foregoing resolutions which has been taken prior to the date
hereof be, and the same hereby is, ratified and confirmed in all
respects.
<PAGE>
CERTIFICATE OF SECRETARY
I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank
Corporation, a corporation duly organized and existing under the
laws of the State of North Carolina, do hereby certify that the
foregoing is a true and correct copy of a resolution duly adopted
by a majority of the entire Board of Directors of said
Corporation at a meeting of said Board of Directors held on June
28, 1995, at which meeting a quorum was present and acted
throughout and that said resolution is in full force and effect
and has not been amended or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed
the seal of said corporation this 28th day of June, 1995.
(SEAL)
/s/Allison L. Gilliam
Assistant Secretary
