Registration No. 333-
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 Directors' 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
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Unit (1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock 300,000 shares $77.9375 $23,381,250 $8,063
</TABLE>
(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 Composite
Transactions List on April 23, 1996 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 I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting a Prospectus (a "Prospectus") with respect
to this Form S-8 of NationsBank Corporation (the "Registrant") are kept on file
at the offices of the Registrant in accordance with Rule 428 promulgated
pursuant to the Securities Act. The Registrant will provide without charge
to participants in the NationsBank Corporation Directors' Stock Plan, on
the written or oral request of any such person, a copy of any or all of the
documents constituting a Prospectus. Written requests for such copies 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been heretofore filed by 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, 1995;
(b) The Registrant's Current Reports on Form 8-K filed January
12, 1996, February 1, 1996, March 8, 1996 and April 17, 1996; 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
II-1
<PAGE>
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 Directors' 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
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 or 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
II-2
<PAGE>
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 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 expenses 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 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 as Exhibit
99.2 of this Registration Statement.
II-3
<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 Resolutions.
99.1 NationsBank Corporation Directors' Stock Plan.
99.2 Provisions of the North Carolina Business Corporation Act, as
amended, relating to indemnification of directors and officers,
incorporated by reference to Exhibit 99.1 of the Registrant's
Registration Statement on Form S-3, Registration No. 33-63097.
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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate
II-4
<PAGE>
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(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, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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
II-5
<PAGE>
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.
II-6
<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 April 25,
1996.
NATIONSBANK CORPORATION
By: */s/ 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
*/s/ Hugh L. McColl, Jr. Chairman of the Board, Chief April 25, 1996
- --------------------------- Executive Officer and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
*/s/ James H. Hance, Jr. Vice Chairman and April 25, 1996
- --------------------------- Chief Financial Officer
James H. Hance, Jr. (Principal Financial Officer)
*/s/ Marc D. Oken Executive Vice President and April 25, 1996
- --------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
*/s/ Ronald W. Allen Director April 25, 1996
- ---------------------------
Ronald W. Allen
II-7
<PAGE>
*/s/ William M. Barnhardt Director April 25, 1996
- -------------------------
William M. Barnhardt
*/s/ Thomas E. Capps Director April 25, 1996
- ---------------------------
Thomas E. Capps
*/s/ Charles W. Coker Director April 25, 1996
- ---------------------------
Charles W. Coker
*/s/ Thomas G. Cousins Director April 25, 1996
- ---------------------------
Thomas G. Cousins
*/s/ Alan T. Dickson Director April 25, 1996
- ---------------------------
Alan T. Dickson
*/s/ W. Frank Dowd, Jr. Director April 25, 1996
- ---------------------------
W. Frank Dowd, Jr.
*/s/ Paul Fulton Director April 25, 1996
- ---------------------------
Paul Fulton
*/s/ Timothy L. Guzzle Director April 25, 1996
- ---------------------------
Timothy L. Guzzle
*/s/ W. W. Johnson Director April 25, 1996
- ---------------------------
W. W. Johnson
*/s/ John J. Murphy Director April 25, 1996
- ---------------------------
John J. Murphy
*/s/ John C. Slane Director April 25, 1996
- ---------------------------
John C. Slane
II-8
<PAGE>
*/s/ John W. Snow Director April 25, 1996
- ---------------------------
John W. Snow
*/s/ Meredith R. Spangler Director April 25, 1996
- ---------------------------
Meredith R. Spangler
*/s/ Robert H. Spilman Director April 25, 1996
- ---------------------------
Robert H. Spilman
*/s/ Ronald Townsend Director April 25, 1996
- ---------------------------
Ronald Townsend
*/s/ E. Craig Wall, Jr. Director April 25, 1996
- ---------------------------
E. Craig Wall, Jr.
*/s/ Jackie M. Ward Director April 25, 1996
- ---------------------------
Jackie M. Ward
*/s/ Virgil R. Williams Director April 25, 1996
- ---------------------------
Virgil R. Williams
</TABLE>
*By: */s/ Charles M. Berger
-----------------------
Charles M. Berger
Attorney-in-Fact
II-9
<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 Resolutions.
99.1 NationsBank Corporation Directors' Stock Plan.
99.2 Provisions of the North Carolina Business Corporation Act, as
amended, relating to indemnification of directors and
officers, incorporated by reference to Exhibit 99.1 of the
Registrant's Registration Statement on Form S-3, Registration
No. 33-63097.
<PAGE>
NationsBank Corporation
Legal Department
NationsBank Corporate Center
NC1-007-20-01
Charlotte, NC 28255
NATIONSBANK EXHIBIT 5.1
April 25, 1996
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 300,000 shares (the "Shares") of the common stock of
NationsBank Corporation to be issued pursuant to the terms of the NationsBank
Corporation Directors' 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 being 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 this Registration
Statement on Form S-8 of our report dated January 12, 1996, which appears on
page 46 of the 1995 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, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Charlotte, North Carolina
April 25, 1996
<PAGE>
EXHIBIT 24.1
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 300,000 shares of the Common Stock of NationsBank Corporation pursuant to the
NationsBank Corporation Directors' 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
By: /s/ Hugh L. McColl, Jr.
Hugh L. McColl, Jr.
Chairman of the Board and
Chief Executive Officer
Dated: April 24, 1996
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Hugh L. McColl, Jr. Chairman of the Board, Chief April 24, 1996
- --------------------------- Executive Officer and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ James H. Hance, Jr. Vice Chairman and April 24, 1996
- --------------------------- Chief Financial Officer
James H. Hance, Jr. (Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and April 24, 1996
- --------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
/s/ Ronald W. Allen Director April 24, 1996
- ---------------------------
Ronald W. Allen
/s/ William M. Barnhardt Director April 24, 1996
- ---------------------------
William M. Barnhardt
/s/ Thomas E. Capps Director April 24, 1996
- --------------------------
Thomas E. Capps
/s/ Charles W. Coker Director April 24, 1996
- ---------------------------
Charles W. Coker
/s/ Thomas G. Cousins Director April 24, 1996
- ---------------------------
Thomas G. Cousins
/s/ Alan T. Dickson Director April 24, 1996
- ---------------------------
Alan T. Dickson
/s/ W. Frank Dowd, Jr. Director April 24, 1996
- ---------------------------
W. Frank Dowd, Jr.
2
<PAGE>
/s/ Paul Fulton Director April 24, 1996
- ---------------------------
Paul Fulton
/s/ Timothy L. Guzzle Director April 24, 1996
- ---------------------------
Timothy L. Guzzle
/s/ W. W. Johnson Director April 24, 1996
- ---------------------------
W. W. Johnson
/s/ John J. Murphy Director April 24, 1996
- ---------------------------
John J. Murphy
/s/ John C. Slane Director April 24, 1996
- ---------------------------
John C. Slane
/s/ John W. Snow Director April 24, 1996
- ---------------------------
John W. Snow
/s/ Meredith R. Spangler Director April 24, 1996
- ---------------------------
Meredith R. Spangler
/s/ Robert H. Spilman Director April 24, 1996
- ---------------------------
Robert H. Spilman
/s/ Ronald Townsend Director April 24, 1996
- ---------------------------
Ronald Townsend
/s/ E. Craig Wall, Jr. Director April 24, 1996
- ---------------------------
E. Craig Wall, Jr.
/s/ Jackie M. Ward Director April 24, 1996
- ----------------------------
Jackie M. Ward
/s/ Virgil R. Williams Director April 24, 1996
- ----------------------------
Virgil R. Williams
</TABLE>
3
<PAGE>
PREAMBLES AND RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION AT ITS MEETING ON MARCH 12, 1996 WITH
RESPECT TO DIRECTOR COMPENSATION
WHEREAS, this Corporation currently provides its nonemployee directors
with compensation in the form of an annual retainer fee, certain meetings fees
and retirement benefits under the NationsBank Corporation Directors' Retirement
Plan (the "Directors' Retirement Plan"), all of which benefits are payable in
the form of cash; and
WHEREAS, nonemployee directors of this Corporation currently have the
right to defer their annual retainer and meetings fees through participation in
the NationsBank Corporation Director Deferral Plan (the "Director Deferral
Plan"); and
WHEREAS, in order to further align the interest of the directors of
this Corporation with the shareholders of this Corporation, it is advisable and
in the best interest of this Corporation (i) to establish the "NationsBank
Corporation Direc-tors' Stock Plan" (the "Directors' Stock Plan") for this
Corporation in the form attached hereto as Exhibit A, subject to the approval of
the shareholders of this Corporation at the 1996 annual meeting, pursuant to
which 40% of each year's annual retainer fee for nonemployee directors will be
paid in the form of Common Stock of this Corporation ("Common Stock"), and (ii)
subject to shareholder approval of the Directors' Stock Plan, (a) to terminate
for active nonemployee directors of this Corporation their participation in the
Directors' Retirement Plan by paying the present value of benefits previously
accrued under such Plan as of April 24, 1996 in the form of a cash payment equal
to 50% of such present value and a payment in the form of shares of Common Stock
equal in value to 50% of such present value in accordance with the terms of the
Directors' Stock Plan, all in accordance with an amendment to the Directors'
Retirement Plan in the form attached hereto as Exhibit B, (b) to increase the
annual retainer fee for nonemployee directors of this Corporation effective at
the 1996 annual meeting of directors from $36,000 per year to $60,000 per year,
and (c) to amend and restate the Director Deferral Plan to accommodate the
deferral of the stock portion of the annual retainer fee in the form of "stock
units" to be credited to a bookkeeping account under the Director Deferral Plan
and to permit "partial deferrals" by directors of the stock and cash components
of their annual compensation, all pursuant to the terms of an amended and
restated Director Deferral Plan in the form attached hereto as Exhibit C;
NOW, THEREFORE, BE IT RESOLVED, that the Directors' Stock Plan attached
hereto as Exhibit A and hereby made a part hereof, be, and the same hereby is,
authorized, approved and adopted subject to the approval of the shareholders of
this Corporation at the 1996 annual meeting of shareholders; and
<PAGE>
FURTHER RESOLVED, that this Corporation hereby reserves, sets aside,
and authorizes 300,000 shares of its authorized but unissued shares of Common
Stock to be issued in accordance with the terms and conditions of the Directors'
Stock Plan; and
FURTHER RESOLVED, that this Board of Directors does hereby recommend
and propose the ratification, adoption and approval of the Directors' Stock Plan
by the shareholders of the Corporation and does hereby direct that a proposal
for the ratification, adoption and approval of the Directors' Stock Plan be
prepared by the proper officers of the Corporation and presented to the
shareholders of the Corporation at the 1996 annual meeting of shareholders; and
FURTHER RESOLVED, subject to the approval of the Directors' Stock Plan
by the shareholders of this Corporation, 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 Directors' Stock Plan, under
the Securities Act of 1933, as amended (collectively, the "Registration
Statements"), for the registration of up to 300,000 shares of Common Stock for
issuance pursuant to the terms of the Directors' Stock 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 Directors' Stock 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
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; and
FURTHER 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 Directors' Stock 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
2
<PAGE>
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; and
FURTHER 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 Directors' Stock 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; and
FURTHER 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
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; and
FURTHER RESOLVED, subject to the approval by the shareholders of this
Corporation of the Directors' Stock Plan, that the amendment to the Directors'
Retirement Plan attached hereto as Exhibit B and hereby made a part hereof, be,
and the same hereby is, authorized, approved and adopted; and
FURTHER RESOLVED, subject to the approval by the shareholders of this
Corporation of the Directors' Stock Plan, the annual retainer fee for
nonemployee directors of this Corporation be, and
3
<PAGE>
the same hereby is, increased from $36,000 per annum to $60,000 per annum,
payable as set forth in the Directors' Stock Plan, effective with the 1996
annual meeting of directors; and
FURTHER RESOLVED, subject to the approval of the shareholders of the
Directors' Stock Plan, the amended and restated Director Deferral Plan attached
hereto as Exhibit C and hereby made a part hereof, be, and the same hereby is,
authorized, approved and adopted; and
FURTHER RESOLVED, that the proper officers of this Corporation be, and
they hereby are, authorized and directed to execute on behalf of the Corporation
the documents attached hereto as Exhibits A, B, and C, respectively, and to do
any and all other acts or things as may be necessary and appropriate in order to
carry out the full intent and purpose of the foregoing resolutions.
4
<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 resolutions duly adopted by a majority of the entire Board of
Directors of said corporation at a meeting of said Board of Directors held March
12, 1996, at which meeting a quorum was present and acted throughout and that
said resolutions are in full force and effect and have 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 15th day of April, 1996.
(CORPORATE SEAL)
/s/ Allison L. Gilliam
Assistant Secretary
<PAGE>
EXHIBIT 99.1
NATIONSBANK CORPORATION DIRECTORS' STOCK PLAN
1. Name:
This plan shall be known as the "NationsBank Corporation Directors'
Stock Plan" (the "Plan").
2. Purpose and Intent:
The purpose of the Plan is to enable NationsBank Corporation, a North
Carolina corporation (the "Corporation"), to attract and retain persons of
exceptional ability to serve as directors and to further align the interests of
directors and shareholders in enhancing the value of the Corporation's common
stock (the "Common Stock"). The Plan provides for (i) the payment of shares of
Common Stock to certain of the directors in connection with the partial
termination of the NationsBank Corporation and Designated Subsidiaries
Directors' Retirement Plan (the "Retirement Plan") and (ii) the payment in
Common Stock of a portion of the Annual Retainer Fee paid to each Nonemployee
Director. The Plan is effective as of April 24, 1996 (the "Effective Date"),
subject to approval by the shareholders of the Corporation, and shall continue
in effect unless and until terminated by the Board in accordance with Section 11
below.
3. Definitions:
For purposes of the Plan, the following terms shall have the following
meanings:
(a) "Annual Retainer Fee" means the annual retainer fee payable to a
Nonemployee Director under the Corporation's compensation policies for directors
in effect from time to time.
(b) "Board" means the Board of Directors of the Corporation.
(c) "Fair Market Value" of a share of Common Stock means the closing
price on the relevant date of a share of Common Stock on the New York Stock
Exchange (or such other principal securities exchange on which the shares of the
Common Stock are traded if such shares are no longer traded on the New York
Stock Exchange).
(d) "Nonemployee Director" means an individual who is a member of the
Board, but who is not an employee of the Corporation or any of its subsidiaries.
(e) "Payment Date" of an Annual Retainer Fee for a calendar year means
the date of the annual meeting of the shareholders of the Corporation during
such calendar year.
<PAGE>
4. Administration:
The Board shall be responsible for administering the Plan. The Board
shall have all of the powers necessary to enable it to properly carry out its
duties under the Plan. Not in limitation of the foregoing, the Board shall have
the power to construe and interpret the Plan and to determine all questions that
shall arise thereunder. The Board shall have such other and further specified
duties, powers, authority and discretion as are elsewhere in the Plan either
expressly or by necessary implication conferred upon it. The Board may appoint
such agents as it may deem necessary for the effective performance of its
duties, and may delegate to such agents such powers and duties as the Board may
deem expedient or appropriate that are not inconsistent with the intent of the
Plan. The decision of the Board upon all matters within its scope of authority
shall be final and conclusive on all persons, except to the extent otherwise
provided by law.
5. Shares Available:
The Board shall reserve for the purposes of the Plan, and by adoption
of the Plan does hereby reserve, out of the authorized but unissued shares of
Common Stock, a total of 300,000 shares of Common Stock (subject to adjustment
or substitution pursuant to Section 8 hereof).
6. Shares in Connection With Retirement Plan:
As of the Effective Date, participation in the Retirement Plan by
certain of the Nonemployee Directors is being terminated. In connection with
such termination, the Retirement Plan has been amended to provide that the
affected Nonemployee Directors as of the Effective Date who have accrued a
benefit under the Retirement Plan are to have 50% of the present value of their
accrued benefit paid in cash and the other 50% paid in shares of Common Stock.
With respect to the 50% amount payable to an affected Nonemployee Director in
shares of Common Stock, such Nonemployee Director shall be issued whole shares
of Common Stock under this Plan having an aggregate Fair Market Value determined
as of the Effective Date, together with cash for any fractional share based on
the Fair Market Value of the Common Stock on such date, equal to such 50%
amount. Certificates for the shares of Common Stock payable under this Section
shall be delivered as soon as practicable after such date.
7. Shares for Annual Retainer Fee:
Any Annual Retainer Fee payable to a Nonemployee Director on or after
the Effective Date shall be payable sixty percent (60%) in cash and forty
percent (40%) in shares of Common Stock. The total number of shares of Common
Stock to be issued under this Section to a Nonemployee Director with respect to
an Annual Retainer Fee shall be determined by dividing the amount of such Annual
Retainer Fee payable in shares of Common Stock by the Fair Market Value of the
Common Stock on the applicable Payment Date. In no event shall the Corporation
be obligated to issue fractional shares under this Section, but instead shall
pay any such fractional share in cash based on the Fair Market Value of the
Common Stock on the Payment
2
<PAGE>
Date. Certificates for the shares of Common Stock payable under this Section
shall be delivered as soon as practicable after the relevant Payment Date;
provided, however, that if a Nonemployee Director has elected to defer an Annual
Retainer Fee pursuant to the NationsBank Corporation Director Deferral Plan (the
"Deferral Plan"), the shares of Common Stock otherwise issuable under this Plan
in connection with such Annual Retainer Fee shall not be issued and such
Nonemployee Director shall be credited with "Stock Units" to be paid in cash
when and as provided for under the Deferral Plan.
8. Adjustments in Authorized Shares:
In the event of any change in corporate capitalization, such as a stock
split, or a corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or property of
the Corporation, any reorganization (whether or not such reorganization comes
within the definition of such term in Internal Revenue Code Section 368) or any
partial or complete liquidation of the Corporation, such adjustment shall be
made in the number and class of shares which may be delivered under the Plan, as
may be determined to be appropriate and equitable by the Board in its sole
discretion.
9. Resales of Shares:
The Corporation may impose such restrictions on the sale or other
disposition of shares issued under this Plan as the Board deems necessary to
comply with applicable securities laws. Certificates for shares issued under
this Plan may bear such legends as the Corporation deems necessary to give
notice of such restrictions.
10. Compliance With Law and Other Conditions:
No shares shall be issued under this Plan prior to compliance by the
Corporation, to the satisfaction of its counsel, with any applicable laws. The
Corporation shall not be obligated to (but may in its discretion) take any
action under applicable federal or state securities laws (including registration
or qualification of the Plan or the Common Stock) necessary for compliance
therewith in order to permit the issuance of shares hereunder, except for
actions (other than registration or qualification) that may be taken by the
Corporation without unreasonable effort or expense and without the incurrence of
any material exposure to liability.
11. Amendment, Modification and Termination of the Plan:
The Board shall have the right and power at any time and from time to
time to amend the Plan in whole or in part and at any time to terminate the
Plan; provided, however, that the provisions of Section 7 of the Plan cannot be
amended more than once every six (6) months to the extent such restriction is
necessary to insure that awards of Common Stock under the Plan are exempt from
the short-swing profit recovery rules of Section 16(b) of the Securities
Exchange Act of 1934.
3
<PAGE>
12. Miscellaneous:
The Plan shall be construed, administered, regulated and governed in
all respects under and by the laws of the United States to the extent
applicable, and to the extent such laws are not applicable, by the laws of the
state of North Carolina. The Plan shall be binding on the Corporation and any
successor in interest of the Corporation.
IN WITNESS WHEREOF, this instrument has been executed by an authorized
officer of the Corporation as of the 24 day of April, 1996.
NATIONSBANK CORPORATION
By:/s/ C. J. Cooley
C. J. Cooley
Executive Vice President
"Corporation"
4
<PAGE>
