SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 18, 1996
NATIONSBANK CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina
(State of Incorporation)
1-6523
(Commission File Number)
56-0906609
(IRS Employer Identification No.)
NationsBank Corporate Center
Charlotte, North Carolina
(Address of principal executive offices)
28255
(Zip Code)
(704) 386-5000
Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
On September 18, 1996, Committees previously appointed by
the Board of Directors of the Registrant approved the public
offering of an aggregate principal amount of (i) $500,000,000 of
the Registrant's 7% Senior Notes, due 2001 (the "7% Senior
Notes"), (ii) $500,000,000 of the Registrant's 7-1/2%
Subordinated Notes, due 2006 (the "7-1/2% Subordinated Notes"),
and (iii) $450,000,000 of the Registrant's 7.80% Subordinated
Notes, due 2016 (the "7.80% Subordinated Notes", and together
with the 7-1/2% Subordinated Notes and the 7% Senior Notes, the
"Notes") to various underwriters (the "Underwriters") and
otherwise established the terms and conditions of the Notes and
the sale thereof. The resolutions of such Committees are
included as Exhibits 99.1, 99.2 and 99.3 hereto.
On September 18, 1996, the Registrant entered into separate
underwriting agreements with the various Underwriters (the
"Underwriting Agreements") for each series of the Notes. The
terms of the offering and the Notes are described in the
Registrant's Prospectus dated July 12, 1996 constituting a part
of the Registration Statements (hereinafter described), as
supplemented by a Preliminary Prospectus Supplement dated
September 13, 1996 with respect to all of the Notes and final
Prospectus Supplements dated September 18, 1996 for each separate
series of Notes. The Underwriting Agreements are included as
Exhibits 1.1, 1.2 and 1.3 hereto.
The 7-1/2% Subordinated Notes were issued pursuant to the
Registrant's Registration Statement on Form S-3, Registration No.
33-63097, as amended ("Registration No 33-63097"), on a delayed
basis pursuant to Rule 415 under the Securities Act of 1933, as
amended (the "1933 Act"). Registration No 33-63097 registered up
to $3,000,000,000 aggregate initial offering price of the
Registrant's unsecured debt securities (either senior or
subordinated) and shares of its preferred stock, including
depositary shares, and common stock (collectively, "Securities").
After the closing of the sale of the 7-1/2% Subordinated Notes,
expected to occur on September 24, 1996, Securities having an
aggregate initial offering price of $399,050,000 will remain
unsold under Registration No. 33-63097.
Each of the 7% Senior Notes and the 7.80% Subordinated Notes
were issued pursuant to the Registrant's Registration Statement
on Form S-3, Registration No. 333-7229 ("Registration No. 333-
7229"), on a delayed basis pursuant to Rule 415 under the 1933
Act. Registration No. 333-7229 registered up to $3,000,000,000
aggregate initial offering price of the Registrant's Securities.
After the closing of the sale of each of the 7% Senior Notes and
the 7.80% Subordinated Notes, expected to occur on September 24,
1996, Securities having an aggregate initial offering price of
$2,050,000,000 will remain unsold under Registration No. 333-
7229.<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1.1 Underwriting Agreement dated
September 18, 1996 with respect to the
offering of the 7% Senior Notes
1.2 Underwriting Agreement dated
September 18, 1996 with respect to the
offering of the 7-1/2% Subordinated
Notes
1.3 Underwriting Agreement dated
September 18, 1996 with respect to the
offering of the 7.80% Subordinated
Notes
4.1 Form of 7% Senior Note
4.2 Form of 7-1/2% Subordinated Note
4.3 Form of 7.80% Subordinated Note
99.1 Resolutions dated September 18, 1996
of a Committee appointed by the Board of
Directors with respect to the terms of
the offering of the 7% Senior Notes
99.2 Resolutions dated September 18, 1996
of a Committee appointed by the Board of
Directors with respect to the terms of
the offering of the 7-1/2% Subordinated
Notes
99.3 Resolutions dated September 18, 1996
of a Committee appointed by the Board of
Directors with respect to the terms of
the offering of the 7.80% Subordinated
Notes
99.4 News Release disseminated on
September 18, 1996 regarding
the sale of the Notes
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
NATIONSBANK CORPORATION
By: /s/ CHARLES M. BERGER
Associate General Counsel
Dated: September 20, 1996
NATIONSBANK CORPORATION
UNDERWRITING AGREEMENT
New York, New York
September 18, 1996
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
NationsBank Corporation, a North Carolina corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are acting
as representatives (the "Representatives"), the principal amount
of its securities identified in Schedule I hereto (the
"Securities"), to be issued under an indenture (the "Indenture")
dated as of January 1, 1995 between the Company and First Trust
of New York, National Association (successor to BankAmerica
National Trust Company), as trustee (the "Trustee"). If the
firm or firms listed in Schedule II hereto include only the firm
or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives", as used herein, each shall
be deemed to refer to such firm or firms.
1. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to, and agrees with, each Underwriter
that:
(a) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended
(the "Act"), and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
such Form (the file number of which is set forth in
Schedule I hereto), which has become effective, for the
registration under the Act of the Securities. Such
registration statement, as amended at the date of this
Agreement, meets the requirements set forth in Rule
415(a)(1) under the Act and complies in all other material
respects with said Rule. The Company proposes to file with
the Commission pursuant to Rule 424 or Rule 434 under the
Act a supplement to the form of prospectus included in such
registration statement relating to the Securities and the
plan of distribution thereof and has previously advised you
of all further information (financial and other) with
respect to the Company to be set forth therein. Such
registration statement, including the exhibits thereto, as
amended at the date of this Agreement, is hereinafter
called the "Registration Statement"; such prospectus in the
form in which it appears in the Registration Statement is
hereinafter called the "Basic Prospectus"; and such
supplemented form of prospectus, in the form in which it
shall be filed with the Commission pursuant to Rule 424 or
Rule 434 (including the Basic Prospectus as so
supplemented) is hereinafter called the "Final Prospectus."
Any preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424 hereinafter is
called the "Preliminary Final Prospectus." Any reference
herein to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") on or before the
date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference herein to
the terms "amend", "amendment" or "supplement" with respect
to the Registration Statement, the Basic Prospectus, and
the Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this
Agreement, or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as
the case may be, and deemed to be incorporated therein by
reference.
(b) As of the date hereof, when the Final Prospectus
is first filed pursuant to Rule 424 or Rule 434 under the
Act, when, prior to the Closing Date (as hereinafter
defined), any amendment to the Registration Statement
becomes effective (including the filing of any document
incorporated by reference in the Registration Statement),
when any supplement to the Final Prospectus is filed with
the Commission and at the Closing Date (as hereinafter
defined), (i) the Registration Statement as amended as of
any such time, and the Final Prospectus, as amended or
supplemented as of any such time, and the Indenture will
comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939
(the "Trust Indenture Act") and the Exchange Act and the
respective rules thereunder, (ii) the Registration
Statement, as amended as of any such time, will not contain
any untrue statement of a material fact or omit to state
any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading, and (iii) the Final Prospectus, as amended or
supplemented as of any such time, will not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading;
provided, however, that the Company makes no
representations or warranties as to (A) that part of the
Registration Statement which shall constitute the Statement
of Eligibility and Qualification of the Trustee (Form T-1)
under the Trust Indenture Act of the Trustee or (B) the
information contained in or omitted from the Registration
Statement or the Final Prospectus or any amendment thereof
or supplement thereto in reliance upon and in conformity
with information furnished in writing to the Company by or
on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation of
the Registration Statement and the Final Prospectus.
2. PURCHASE AND SALE. Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price set
forth in Schedule I hereto, the principal amount of the
Securities set forth opposite such Underwriter's name in
Schedule II hereto, except that, if Schedule I hereto provides
for the sale of Securities pursuant to delayed delivery
arrangements, the respective principal amounts of Securities to
be purchased by the Underwriters shall be set forth in Schedule
II hereto, less the respective amounts of Contract Securities
determined as provided below. Securities to be purchased by the
Underwriters are herein sometimes called the "Underwriters'
Securities" and Securities to be purchased pursuant to Delayed
Delivery Contracts as hereinafter provided are herein called
"Contract Securities."
If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the
Company pursuant to delayed delivery contracts ("Delayed
Delivery Contracts"), substantially in the form of Schedule III
hereto but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to make
such arrangements and, as compensation therefor, the Company
will pay to the Representatives, for the account of the
Underwriters, on the Closing Date, the percentage set forth in
Schedule I hereto of the principal amount of the Securities for
which Delayed Delivery Contracts are made. Delayed Delivery
Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable
institutions. The Company will make Delayed Delivery Contracts
in all cases where sales of Contract Securities arranged by the
Underwriters have been approved by the Company but, except as
the Company may otherwise agree, each such Delayed Delivery
Contract must be for not less than the minimum principal amount
set forth in Schedule I hereto and the aggregate principal
amount of Contract Securities may not exceed the maximum
aggregate principal amount set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of the
validity or performance of Delayed Delivery Contracts. The
principal amount of Securities to be purchased by each
Underwriter as set forth in Schedule II hereto shall be reduced
by an amount which shall bear the same proportion to the total
principal amount of Contract Securities as the principal amount
of Securities set forth opposite the name of such Underwriter
bears to the aggregate principal amount set forth in Schedule II
hereto, except to the extent that you determine that such
reduction shall be otherwise than in such proportion and so
advise the Company in writing; provided, however, that the total
principal amount of Securities to be purchased by all
Underwriters shall be the aggregate principal amount set forth
in Schedule II hereto, less the aggregate principal amount of
Contract Securities.
3. DELIVERY AND PAYMENT. Delivery of and payment for the
Underwriters' Securities shall be made on the date and at the
time specified in Schedule I hereto, which date and time may be
postponed by agreement between the Representatives and the
Company or as provided in Section 8 hereof (such date and time
of delivery and payment for the Securities being herein called
the "Closing Date"). Delivery of the Underwriters' Securities
shall be made to the Representatives for the respective accounts
of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price
thereof in the manner set forth in Schedule I hereto. Unless
otherwise agreed, certificates for the Underwriters' Securities
shall be in the form set forth in Schedule I hereto, and such
certificates may be deposited with The Depository Trust Company
("DTC") or a custodian of DTC and registered in the name of Cede
& Co., as nominee for DTC.
4. AGREEMENTS. The Company agrees with the several
Underwriters that:
(a) Prior to the termination of the offering of the
Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final
Prospectus) to the Basic Prospectus unless the Company has
furnished you a copy for your review prior to filing and
will not file any such proposed amendment or supplement to
which you reasonably object. Subject to the foregoing
sentence, the Company will cause the Final Prospectus to be
filed with the Commission pursuant to Rule 424 or Rule 434
via the Electronic Data Gathering, Analysis and Retrieval
System. The Company will advise the Representatives
promptly (i) when the Final Prospectus shall have been
filed with the Commission pursuant to Rule 424 or Rule 434,
(ii) when any amendment to the Registration Statement
relating to the Securities shall have become effective,
(iii) of any request by the Commission for any amendment of
the Registration Statement or amendment of or supplement to
the Final Prospectus or for any additional information,
(iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for
that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act,
except with respect to any such delivery requirement
imposed upon an affiliate of the Company in connection with
any secondary market sales, any event occurs as a result of
which the Final Prospectus as then amended or supplemented
would include any untrue statement of a material fact or
omit to state any material fact necessary to make the
statements therein in light of the circumstances under
which they were made not misleading, or if it shall be
necessary to amend or supplement the Final Prospectus to
comply with the Act or the Exchange Act or the respective
rules thereunder, the Company promptly will prepare and
file with the Commission, subject to the first sentence of
paragraph (a) of this Section 4, an amendment or supplement
which will correct such statement or omission or an
amendment which will effect such compliance.
(c) The Company will make generally available to its
security holders and to the Representatives as soon as
practicable, but not later than 60 days after the close of
the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 of the
regulations under the Act) covering a twelve month period
beginning not later than the first day of the Company's
fiscal quarter next following the "effective date" (as
defined in said Rule 158) of the Registration Statement.
(d) The Company will furnish to the Representatives
and counsel for the Underwriters, without charge, copies of
the Registration Statement (including exhibits thereto) and
each amendment thereto which shall become effective on or
prior to the Closing Date and, so long as delivery of a
prospectus by an Underwriter or dealer may be required by
the Act, as many copies of any Preliminary Final Prospectus
and the Final Prospectus and any amendments thereof and
supplements thereto as the Representatives may reasonably
request. The Company will pay the expenses of printing all
documents relating to the offering.
(e) The Company will arrange for the qualification of
the Securities for sale under the laws of such
jurisdictions as the Representatives may reasonably
designate, will maintain such qualifications in effect so
long as required for the distribution of the Securities and
will arrange for the determination of the legality of the
Securities for purchase by institutional investors;
provided, however, that the Company shall not be required
to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would
subject it to general or unlimited service of process of
any jurisdiction where it is not now so subject.
(f) Until the business day following the Closing
Date, the Company will not, without the consent of the
Representatives, offer or sell, or announce the offering
of, any securities covered by the Registration Statement or
by any other registration statement filed under the Act;
provided, however, the Company may, at any time, offer or
sell or announce the offering of any securities (A) covered
by a registration statement on Form S-8 or (B) covered by a
registration statement on Form S-3 and pursuant to which
the Company issues securities for its Dividend Reinvestment
Plan.
5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS.
The obligations of the Underwriters to purchase the
Underwriters' Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement
filed prior to the Closing Date (including the filing of any
document incorporated by reference therein) and as of the
Closing Date, to the accuracy of the statements of the Company
made in any certificates pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder and
to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall
have been issued and no proceedings for that purpose shall
have been instituted or threatened; and the Final
Prospectus shall have been filed or mailed for filing with
the Commission within the time period prescribed by the
Commission.
(b) The Company shall have furnished to the
Representatives the opinion of Smith Helms Mulliss & Moore,
L.L.P., counsel for the Company, dated the Closing Date, to
the effect of paragraphs (i), (iv) and (vi) through (xii)
below, and the opinion of Paul J. Polking, General Counsel
to the Company, or Charles M. Berger, Associate General
Counsel to the Company, dated the Closing Date, to the
effect of paragraphs (ii), (iii) and (v) below:
(i) the Company is a duly organized and validly
existing corporation in good standing under the laws
of the State of North Carolina, has the corporate
power and authority to own its properties and conduct
its business as described in the Final Prospectus, and
is duly registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended;
NationsBank, National Association, NationsBank,
National Association (South) and NationsBank of Texas,
National Association (or the successors to such
entities) (collectively, the "Principal Banking
Subsidiaries") are national banking associations
formed under the laws of the United States and
authorized thereunder to transact business;
(ii) except for those jurisdictions specifically
enumerated in such opinion, neither the Company nor
any of the Principal Banking Subsidiaries is required
to be qualified or licensed to do business as a
foreign corporation in any jurisdiction;
(iii) all the outstanding shares of capital stock
of each Principal Banking Subsidiary have been duly
and validly authorized and issued and are fully paid
and (except as provided in 12 U.S.C. Section 55, as
amended) nonassessable, and, except as otherwise set
forth in the Final Prospectus, all outstanding shares
of capital stock of the Principal Banking Subsidiaries
(except directors' qualifying shares) are owned,
directly or indirectly, by the Company free and clear
of any perfected security interest and, to the
knowledge of such counsel, after due inquiry, any
other security interests, claims, liens or
encumbrances;
(iv) the Securities conform in all material
respects to the description thereof contained in the
Final Prospectus;
(v) if the Securities are to be listed on the
New York Stock Exchange, authorization therefor has
been given, subject to official notice of issuance and
evidence of satisfactory distribution, or the Company
has filed a preliminary listing application and all
required supporting documents with respect to the
Securities with the New York Stock Exchange and such
counsel has no reason to believe that the Securities
will not be authorized for listing, subject to
official notice of issuance and evidence of
satisfactory distribution;
(vi) the Indenture has been duly authorized,
executed and delivered by the Company, has been duly
qualified under the Trust Indenture Act, and
constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar
laws affecting the rights of creditors now or
hereafter in effect, and to equitable principles that
may limit the right to specific enforcement of
remedies, and further subject to 12 U.S.C.
1818(b)(6)(D) and similar bank regulatory powers and
to the application of principles of public policy);
and the Securities have been duly authorized and, when
executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid
for by the Underwriters pursuant to this Agreement, in
the case of the Underwriters' Securities, or by the
purchasers thereof pursuant to Delayed Delivery
Contracts, in the case of any Contract Securities,
will constitute legal, valid and binding obligations
of the Company entitled to the benefits of the
Indenture (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar
laws affecting the rights of creditors now or
hereafter in effect, and to equitable principles that
may limit the right to specific enforcement of
remedies, and further subject to 12 U.S.C.
1818(b)(6)(D) and similar bank regulatory powers and
to the application of principles of public policy);
(vii) to the best knowledge of such counsel, there
is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed in the Final Prospectus, and
there is no franchise, contract or other document of a
character required to be described in the Registration
Statement or Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required;
(viii) the Registration Statement has become
effective under the Act; to the best knowledge of such
counsel no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose have been instituted or
threatened; the Registration Statement, the Final
Prospectus and each amendment thereof or supplement
thereto (other than the financial statements and other
financial and statistical information contained
therein or incorporated by reference therein, as to
which such counsel need express no opinion) comply as
to form in all material respects with the applicable
requirements of the Act and the Exchange Act and the
respective rules thereunder;
(ix) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and
delivered by the Company and each constitutes a legal,
valid and binding agreement of the Company enforceable
against the Company in accordance with its terms
(subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium,
fraudulent conveyance or other similar laws affecting
the rights of creditors now or hereafter in effect,
and to equitable principles that may limit the right
to specific enforcement of remedies, and except
insofar as the enforceability of the indemnity and
contribution provisions contained in this Agreement
may be limited by federal and state securities laws,
and further subject to 12 U.S.C. 1818(b)(6)(D) and
similar bank regulatory powers and to the application
of principles of public policy);
(x) no consent, approval, authorization or order
of any court or governmental agency or body is
required on behalf of the Company for the consummation
of the transactions contemplated herein or in any
Delayed Delivery Contracts, except such as have been
obtained under the Act and such as may be required
under the blue sky or insurance laws of any
jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters and
such other approvals (specified in such opinion) as
have been obtained;
(xi) neither the issue and sale of the
Securities, nor the consummation of any other of the
transactions herein contemplated nor the fulfillment
of the terms hereof or of any Delayed Delivery
Contracts will conflict with, result in a breach of,
or constitute a default under the articles of
incorporation or by-laws of the Company or, to the
best knowledge of such counsel, the terms of any
material indenture or other agreement or instrument
known to such counsel and to which the Company or any
of the Principal Banking Subsidiaries is a party or
bound, or any order or regulation known to such
counsel to be applicable to the Company or any of the
Principal Banking Subsidiaries of any court,
regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the
Company or any of its affiliates; and
(xii) to the best knowledge and information of
such counsel, each holder of securities of the Company
having rights to the registration of such securities
under the Registration Statement has waived such
rights or such rights have expired by reason of lapse
of time following notification of the Company's
intention to file the Registration Statement.
In rendering such opinion, but without opining in
connection therewith, such counsel shall also state
that, although it has not independently verified, is
not passing upon and assumes no responsibility for the
accuracy, completeness or fairness of the statements
contained in the Registration Statement, it has no
reason to believe that the Registration Statement or
any amendment thereof at the time it became effective
contained any untrue statement of a material fact or
omitted to state any material fact required to be
stated therein or necessary to make the statements
therein not misleading or that the Final Prospectus,
as amended or supplemented, contains any untrue
statement of a material fact or omits to state a
material fact necessary to make the statements
therein, in light of the circumstances under which
they were made, not misleading.
In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws of any
jurisdiction other than the State of North Carolina or
the United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Underwriters;
and (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the
Company and its subsidiaries and public officials.
(c) The Representatives shall have received from
Stroock & Stroock & Lavan, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Securities, the
Indenture, any Delayed Delivery Contracts, the Registration
Statement, the Final Prospectus and other related matters
as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents
as they request for the purpose of enabling them to pass
upon such matters.
(d) The Company shall have furnished to the
Representatives a certificate of the Company, signed by the
Chairman of the Board and Chief Executive Officer or a
Senior Vice President and the principal financial or
accounting officer of the Company, dated the Closing Date,
to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Final
Prospectus and this Agreement and that to the best of their
knowledge:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the Closing Date with
the same effect as if made on the Closing Date and the
Company has complied with all the agreements and
satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing
Date;
(ii) no stop order suspending the effectiveness
of the Registration Statement, as amended, has been
issued and no proceedings for that purpose have been
instituted or threatened; and
(iii) since the date of the most recent financial
statements included in the Final Prospectus, there has
been no material adverse change in the condition
(financial or other), earnings, business or properties
of the Company and its subsidiaries, whether or not
arising from transactions in the ordinary course of
business, except as set forth in or contemplated in
the Final Prospectus.
(e) At the Closing Date, Price Waterhouse LLP shall
have furnished to the Representatives a letter or letters
(which may refer to letters previously delivered to one or
more of the Representatives), dated as of the Closing Date,
in form and substance satisfactory to the Representatives,
confirming that the response, if any, to Item 10 of the
Registration Statement is correct insofar as it relates to
them and stating in effect that:
(i) They are independent accountants within the
meaning of the Act and the Exchange Act and the
respective applicable published rules and regulations
thereunder.
(ii) In their opinion, the consolidated financial
statements of the Company and its subsidiaries audited
by them and included or incorporated by reference in
the Registration Statement and Final Prospectus comply
as to form in all material respects with the
applicable accounting requirements of the Act and the
regulations thereunder with respect to registration
statements on Form S-3 and the Exchange Act and the
regulations thereunder.
(iii) On the basis of procedures (but not an audit
in accordance with generally accepted auditing
standards) consisting of:
(a) Reading the minutes of the meetings of the
shareholders, the board of directors, executive
committee and audit committee of the Company and the
boards of directors and executive committees of its
subsidiaries as set forth in the minute books through
a specified date not more than five business days
prior to the date of delivery of such letter;
(b) Performing the procedures specified by the
American Institute of Certified Public Accountants for
a review of interim financial information as described
in SAS No. 71, Interim Financial Information, on the
unaudited condensed consolidated interim financial
statements of the Company and its consolidated
subsidiaries included or incorporated by reference in
the Registration Statement and Final Prospectus and
reading the unaudited interim financial data, if any,
for the period from the date of the latest balance
sheet included or incorporated by reference in the
Registration Statement and Final Prospectus to the
date of the latest available interim financial data;
and
(c) Making inquiries of certain officials of the
Company who have responsibility for financial and
accounting matters regarding the specific items for
which representations are requested below;
nothing has come to their attention as a result of the
foregoing procedures that caused them to believe that:
(1) the unaudited condensed consolidated interim
financial statements, included or incorporated by
reference in the Registration Statement and Final
Prospectus, do not comply as to form in all material
respects with the applicable accounting requirements
of the Exchange Act and the published rules and
regulations thereunder;
(2) any material modifications should be made to
the unaudited condensed consolidated interim financial
statements, included or incorporated by reference in
the Registration Statement and Final Prospectus, for
them to be in conformity with generally accepted
accounting principles;
(3) (i) at the date of the latest available
interim financial data and at the specified date not
more than five business days prior to the date of the
delivery of such letter, there was any change in the
capital stock or the long-term debt (other than
scheduled repayments of such debt) or any decreases in
shareholders' equity of the Company and the
subsidiaries on a consolidated basis as compared with
the amounts shown in the latest balance sheet included
or incorporated by reference in the Registration
Statement and the Final Prospectus or (ii) for the
period from the date of the latest available financial
data to a specified date not more than five business
days prior to the delivery of such letter, there was
any change in the capital stock or the long-term debt
(other than scheduled repayments of such debt) or any
decreases in shareholders' equity of the Company and
the subsidiaries on a consolidated basis, except in
all instances for changes or decreases which the
Registration Statement and Prospectus discloses have
occurred or may occur, or Price Waterhouse LLP shall
state any specific changes or decreases.
(iv) The letter shall also state that Price
Waterhouse LLP has carried out certain other specified
procedures, not constituting an audit, with respect to
certain amounts, percentages and financial information
which are included or incorporated by reference in the
Registration Statement and Final Prospectus and which
are specified by the Representatives and agreed to by
Price Waterhouse LLP, and has found such amounts,
percentages and financial information to be in
agreement with the relevant accounting, financial and
other records of the Company and its subsidiaries
identified in such letter.
In addition, at the time this Agreement is executed,
Price Waterhouse LLP shall have furnished to the
Representatives a letter or letters, dated the date of this
Agreement, in form and substance satisfactory to the
Representatives, to the effect set forth in this paragraph
(e) and in Schedule I hereto.
(f) Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Final Prospectus, there shall not have been (i) any change
or decrease specified in the letter or letters referred to
in paragraph (e) of this Section 5 or (ii) any change, or
any development involving a prospective change, in or
affecting the earnings, business or properties of the
Company and its subsidiaries the effect of which, in any
case referred to in clause (i) or (ii) above, is, in the
judgment of the Representatives, so material and adverse as
to make it impractical or inadvisable to proceed with the
offering or the delivery of the Securities as contemplated
by the Registration Statement and the Final Prospectus.
(g) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information,
certificates and documents as the Representatives may
reasonably request.
(h) The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities
arranged by the Underwriters have been approved by the
Company.
If any of the conditions specified in this Section 5 shall
not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement
shall not be in all material respects reasonably satisfactory in
form and substance to the Representatives and their counsel,
this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by
the Representatives. Notice of such cancellation shall be given
to the Company in writing or by telephone or telegraph confirmed
in writing.
6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale
of the Securities provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth
in Section 5 hereof is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them
in connection with the proposed purchase and sale of the
Securities.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company
agrees to indemnify and hold harmless each Underwriter and each
person who controls any Underwriter within the meaning of either
the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or arise out of or
are based upon omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, or arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus, or any amendment or
supplement thereof, or arise out of or are based upon any
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that (i) the Company will not be liable in
any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with
written information furnished to the Company by or on behalf of
any Underwriter through the Representatives specifically for use
in connection with the preparation thereof, or arises out of or
is based upon statements in or omissions from that part of the
Registration Statement which shall constitute the Statement of
Eligibility and Qualification of the Trustee (Form T-1) under
the 1939 Act of either of the Trustees, and (ii) such indemnity
with respect to the Basic Prospectus or any Preliminary Final
Prospectus shall not inure to the benefit of any Underwriter (or
any person controlling such Underwriter) from whom the person
asserting any such loss, claim, damage or liability purchased
the Securities which are the subject thereof if such person did
not receive a copy of the Final Prospectus (or the Final
Prospectus as amended or supplemented) excluding documents
incorporated therein by reference at or prior to the
confirmation of the sale of such Securities to such person in
any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in the
Basic Prospectus or any Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as
amended or supplemented). This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person
who controls the Company within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity
from the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to
the Company by or on behalf of such Underwriter through the
Representatives specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges
that the statements set forth in the language on the cover page
required by Item 509 of Regulation S-K and under the heading
"Underwriting" or "Plan of Distribution" in any Preliminary
Final Prospectus or the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several
Underwriters for inclusion in the documents referred to in the
foregoing indemnity, and you, as the Representatives, confirm
that such statements are correct.
(c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and,
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to
assert such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to
such indemnified party of its election so to assume the defense
of such action and approval by the indemnified party of counsel,
the indemnifying party will not be liable to such indemnified
party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall
have employed separate counsel in connection with the assertion
of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by the Representatives in
the case of subparagraph (a), representing the indemnified
parties under subparagraph (a) who are parties to such action),
(ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party
at the expense of the indemnifying party; and except that if
clause (i) or (iii) is applicable, such liability shall be only
in respect of the counsel referred to in such clause (i) or
(iii).
(d) To provide for just and equitable contribution in
circumstances in which the indemnification provided for in
paragraph (a) of this Section 7 is due in accordance with its
terms but is for any reason held by a court to be unavailable
from the Company on the grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or
other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and one or
more of the Underwriters may be subject in such proportion so
that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount
bears to the sum of such discount and the purchase price of the
Securities specified in Schedule I hereto and the Company is
responsible for the balance; provided, however, that (y) in no
case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the
underwriting discount applicable to the Securities purchased by
such Underwriter hereunder and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7, each person who controls an
Underwriter within the meaning of the Act shall have the same
rights to contribution as such Underwriter, and each person who
controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed
the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company,
subject in each case to clause (y) of this paragraph (d). Any
party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against
such party in respect of which a claim for contribution may be
made against another party or parties under this paragraph (d),
notify such party or parties from whom contribution may be
sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution
may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
8. DEFAULT BY AN UNDERWRITER. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bear to the aggregate
amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount
of Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for
such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
9. TERMINATION. This Agreement shall be subject to
termination in the absolute discretion of the Representatives,
by notice given to the Company prior to delivery of and payment
for the Securities, if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been
established on such Exchange, (ii) a banking moratorium shall
have been declared either by Federal, Florida, Georgia,
Maryland, New York, North Carolina, South Carolina, Texas or
Virginia State authorities or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the judgment of
the Representatives, impracticable to market the Securities.
10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the
Company or any of the officers, directors or controlling persons
referred to in Section 7 hereof, and will survive delivery of
and payment for the Securities. The provisions of Section 6 and
7 hereof and this Section 10 shall survive the termination or
cancellation of this Agreement.
11. NOTICES. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, at the address specified in Schedule I
hereto, with a copy to: Stroock & Stroock & Lavan, Seven
Hanover Square, New York, New York 10004-2696, Attn: James R.
Tanenbaum; or, if sent to the Company, will be mailed, delivered
or telegraphed and confirmed to it at NationsBank Corporate
Center, Charlotte, North Carolina 28255, attention of the
Secretary, with a copy to each of: NationsBank Corporation,
NationsBank Corporate Center, Legal Department, NC 1007-20-1,
Charlotte, North Carolina 28255, Attn: Paul J. Polking, General
Counsel; and Smith Helms Mulliss & Moore, L.L.P., 214 North
Church Street, Charlotte, North Carolina 28202, Attn: Boyd C.
Campbell, Jr.
12. SUCCESSORS. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling
persons referred to in Section 7 hereof, and no other person
will have any right or obligation hereunder.
13. APPLICABLE LAW. This Agreement will be governed by
and construed in accordance with the internal laws of the State
of New York, without giving effect to principles of conflict of
laws.
<PAGE>
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company and the
several Underwriters.
Very truly yours,
NATIONSBANK CORPORATION
By: /s/ JOHN E. MACK
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
NATIONSBANC CAPITAL MARKETS, INC.
CHASE SECURITIES INC.
CS FIRST BOSTON CORPORATION
GOLDMAN, SACHS & CO.
STEPHENS INC.
By: NATIONSBANC CAPITAL MARKETS, INC.
By: /S/ MARK T. WILSON
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.<PAGE>
SCHEDULE I
Underwriting Agreement dated September 18, 1996.
Registration Statement No. 333-7229
Representatives: NationsBanc Capital Markets, Inc.
Chase Securities Inc.
CS First Boston Corporation
Goldman, Sachs & Co.
Stephens Inc.
Address of Representatives: c/o NationsBanc Capital Markets,
Inc.
100 North Tryon Street, 7th Floor
Charlotte, NC 28255
Attn: Mark T. Wilson
Title, Purchase Price and Description of Securities:
Title: 7% Senior Notes, due 2001
Principal amount: $500,000,000
Purchase price (include type of funds and accrued interest
or amortization, if applicable): 99.412 %; in federal (same
day) funds, by certified or official bank check or checks
or wire transfer to an account previously designated to the
Representatives by the Company.
Sinking fund provisions: none
Redemption provisions: none
Other provisions: none
Closing Date, Time and Location: September 24, 1996, 9:30 a.m.,
New York City time, Office of Stroock & Stroock & Lavan
Certificates representing securities: Book-entry only form.
Listing: none
Delayed Delivery Arrangements: none
Additional items to be covered by the letter from Price
Waterhouse delivered pursuant to Section 5(e) at the
time this Agreement is executed: none
SCHEDULE II
PRINCIPAL AMOUNT
OF SECURITIES
UNDERWRITERS BE PURCHASED
NationsBanc Capital Markets, Inc. . . . . . . $ 100,000,000
Chase Securities Inc. . . . . . . . . . . . . 100,000,000
CS First Boston Corporation . . . . . . . . . 100,000,000
Goldman, Sachs & Co . . . . . . . . . . . . . 100,000,000
Stephens Inc. . . . . . . . . . . . . . 100,000,000
$ 500,000,000
============
<PAGE>
SCHEDULE III
DELAYED DELIVERY CONTRACT
, 19
[Insert name and address
of lead Representative]
Dear Sirs:
The undersigned hereby agrees to purchase from NationsBank
Corporation (the "Company"), and the Company agrees to sell to
the undersigned, on , 19 , (the "Delivery
Date"), $ principal amount of the
Company's (the "Securities") offered by
the Company's Final Prospectus dated , 19 , receipt
of a copy of which is hereby acknowledged, at a purchase price
of % of the principal amount thereof, plus accrued interest,
if any, thereon from , 19 , to the date of
payment and delivery, and on the further terms and conditions
set forth in this contract.
Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M. on the
Delivery Date to or upon the order of the Company in New York
Clearing House (next day) funds, at your office or at such other
place as shall be agreed between the Company and the undersigned
upon delivery to the undersigned of the Securities in definitive
fully registered form and in such authorized denominations and
registered in such names as the undersigned may request by
written or telegraphic communication addressed to the Company
not less than five full business days prior to the Delivery
Date. If no request is received, the Securities will be
registered in the name of the undersigned and issued in a
denomination equal to the aggregate principal amount of
Securities to be purchased by the undersigned on the Delivery
Date.
The obligation of the undersigned to take delivery of and
make payment for Securities on the Delivery Date, and the
obligation of the Company to sell and deliver Securities on the
Delivery Date, shall be subject to the conditions (and neither
party shall incur any liability by reason of the failure
thereof) that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not
prohibited on the date hereof, shall not on the Delivery Date be
prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of the Securities as is to
be sold to them pursuant to the Underwriting Agreement referred
to in the Final Prospectus mentioned above. Promptly after
completion of such sale to the Underwriters, the Company will
mail or deliver to the undersigned at its address set forth
below notice to such effect, accompanied by a copy of the
opinion of counsel for the Company delivered to the Underwriters
in connection therewith. The obligation of the undersigned to
take delivery of and make payment for the Securities, and the
obligation of the Company to cause the Securities to be sold and
delivered, shall not be affected by the failure of any purchaser
to take delivery of and make payment for the Securities pursuant
to other contracts similar to this contract.
This contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but
will not be assignable by either party hereto without the
written consent of the other.
It is understood that acceptance of this contract and other
similar contracts is in the Company's sole discretion and,
without limiting the foregoing, need not be on the first come,
first served basis. If this contract is acceptable to the
Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the
undersigned, as of the date first above written, when such
counterpart is so mailed or delivered.
This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York,
without giving effect to principles of conflict of laws.
Very truly yours,
-------------------------------
(Name of Purchaser)
BY:
--------------------------
(Signature and Title of Officer)
-------------------------------
(Address)
Accepted:
NATIONSBANK CORPORATION
By:-----------------------------
(Authorized Signature)
NATIONSBANK CORPORATION
UNDERWRITING AGREEMENT
New York, New York
September 18, 1996
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
NationsBank Corporation, a North Carolina corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are acting
as representatives (the "Representatives"), the principal amount
of its securities identified in Schedule I hereto (the
"Securities"), to be issued under an indenture (the "Indenture")
dated as of January 1, 1995 between the Company and The Bank of
New York, as trustee (the "Trustee"). If the firm or firms
listed in Schedule II hereto include only the firm or firms
listed in Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, each shall be deemed to refer
to such firm or firms.
1. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to, and agrees with, each Underwriter
that:
(a) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended
(the "Act"), and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
such Form (the file number of which is set forth in
Schedule I hereto), which has become effective, for the
registration under the Act of the Securities. Such
registration statement, as amended at the date of this
Agreement, meets the requirements set forth in Rule
415(a)(1) under the Act and complies in all other material
respects with said Rule. The Company proposes to file with
the Commission pursuant to Rule 424 or Rule 434 under the
Act a supplement to the form of prospectus included in such
registration statement relating to the Securities and the
plan of distribution thereof and has previously advised you
of all further information (financial and other) with
respect to the Company to be set forth therein. Such
registration statement, including the exhibits thereto, as
amended at the date of this Agreement, is hereinafter
called the "Registration Statement"; such prospectus in the
form in which it appears in the Registration Statement is
hereinafter called the "Basic Prospectus"; and such
supplemented form of prospectus, in the form in which it
shall be filed with the Commission pursuant to Rule 424 or
Rule 434 (including the Basic Prospectus as so
supplemented) is hereinafter called the "Final Prospectus."
Any preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424 hereinafter is
called the "Preliminary Final Prospectus." Any reference
herein to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") on or before the
date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference herein to
the terms "amend", "amendment" or "supplement" with respect
to the Registration Statement, the Basic Prospectus, and
the Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this
Agreement, or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as
the case may be, and deemed to be incorporated therein by
reference.
(b) As of the date hereof, when the Final Prospectus
is first filed pursuant to Rule 424 or Rule 434 under the
Act, when, prior to the Closing Date (as hereinafter
defined), any amendment to the Registration Statement
becomes effective (including the filing of any document
incorporated by reference in the Registration Statement),
when any supplement to the Final Prospectus is filed with
the Commission and at the Closing Date (as hereinafter
defined), (i) the Registration Statement as amended as of
any such time, and the Final Prospectus, as amended or
supplemented as of any such time, and the Indenture will
comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939
(the "Trust Indenture Act") and the Exchange Act and the
respective rules thereunder, (ii) the Registration
Statement, as amended as of any such time, will not contain
any untrue statement of a material fact or omit to state
any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading, and (iii) the Final Prospectus, as amended or
supplemented as of any such time, will not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading;
provided, however, that the Company makes no
representations or warranties as to (A) that part of the
Registration Statement which shall constitute the Statement
of Eligibility and Qualification of the Trustee (Form T-1)
under the Trust Indenture Act of the Trustee or (B) the
information contained in or omitted from the Registration
Statement or the Final Prospectus or any amendment thereof
or supplement thereto in reliance upon and in conformity
with information furnished in writing to the Company by or
on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation of
the Registration Statement and the Final Prospectus.
2. PURCHASE AND SALE. Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price set
forth in Schedule I hereto, the principal amount of the
Securities set forth opposite such Underwriter's name in
Schedule II hereto, except that, if Schedule I hereto provides
for the sale of Securities pursuant to delayed delivery
arrangements, the respective principal amounts of Securities to
be purchased by the Underwriters shall be set forth in Schedule
II hereto, less the respective amounts of Contract Securities
determined as provided below. Securities to be purchased by the
Underwriters are herein sometimes called the "Underwriters'
Securities" and Securities to be purchased pursuant to Delayed
Delivery Contracts as hereinafter provided are herein called
"Contract Securities."
If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the
Company pursuant to delayed delivery contracts ("Delayed
Delivery Contracts"), substantially in the form of Schedule III
hereto but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to make
such arrangements and, as compensation therefor, the Company
will pay to the Representatives, for the account of the
Underwriters, on the Closing Date, the percentage set forth in
Schedule I hereto of the principal amount of the Securities for
which Delayed Delivery Contracts are made. Delayed Delivery
Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable
institutions. The Company will make Delayed Delivery Contracts
in all cases where sales of Contract Securities arranged by the
Underwriters have been approved by the Company but, except as
the Company may otherwise agree, each such Delayed Delivery
Contract must be for not less than the minimum principal amount
set forth in Schedule I hereto and the aggregate principal
amount of Contract Securities may not exceed the maximum
aggregate principal amount set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of the
validity or performance of Delayed Delivery Contracts. The
principal amount of Securities to be purchased by each
Underwriter as set forth in Schedule II hereto shall be reduced
by an amount which shall bear the same proportion to the total
principal amount of Contract Securities as the principal amount
of Securities set forth opposite the name of such Underwriter
bears to the aggregate principal amount set forth in Schedule II
hereto, except to the extent that you determine that such
reduction shall be otherwise than in such proportion and so
advise the Company in writing; provided, however, that the total
principal amount of Securities to be purchased by all
Underwriters shall be the aggregate principal amount set forth
in Schedule II hereto, less the aggregate principal amount of
Contract Securities.
3. DELIVERY AND PAYMENT. Delivery of and payment for the
Underwriters' Securities shall be made on the date and at the
time specified in Schedule I hereto, which date and time may be
postponed by agreement between the Representatives and the
Company or as provided in Section 8 hereof (such date and time
of delivery and payment for the Securities being herein called
the "Closing Date"). Delivery of the Underwriters' Securities
shall be made to the Representatives for the respective accounts
of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price
thereof in the manner set forth in Schedule I hereto. Unless
otherwise agreed, certificates for the Underwriters' Securities
shall be in the form set forth in Schedule I hereto, and such
certificates may be deposited with The Depository Trust Company
("DTC") or a custodian of DTC and registered in the name of Cede
& Co., as nominee for DTC.
4. AGREEMENTS. The Company agrees with the several
Underwriters that:
(a) Prior to the termination of the offering of the
Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final
Prospectus) to the Basic Prospectus unless the Company has
furnished you a copy for your review prior to filing and
will not file any such proposed amendment or supplement to
which you reasonably object. Subject to the foregoing
sentence, the Company will cause the Final Prospectus to be
filed with the Commission pursuant to Rule 424 or Rule 434
via the Electronic Data Gathering, Analysis and Retrieval
System. The Company will advise the Representatives
promptly (i) when the Final Prospectus shall have been
filed with the Commission pursuant to Rule 424 or Rule 434,
(ii) when any amendment to the Registration Statement
relating to the Securities shall have become effective,
(iii) of any request by the Commission for any amendment of
the Registration Statement or amendment of or supplement to
the Final Prospectus or for any additional information,
(iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for
that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act,
except with respect to any such delivery requirement
imposed upon an affiliate of the Company in connection with
any secondary market sales, any event occurs as a result of
which the Final Prospectus as then amended or supplemented
would include any untrue statement of a material fact or
omit to state any material fact necessary to make the
statements therein in light of the circumstances under
which they were made not misleading, or if it shall be
necessary to amend or supplement the Final Prospectus to
comply with the Act or the Exchange Act or the respective
rules thereunder, the Company promptly will prepare and
file with the Commission, subject to the first sentence of
paragraph (a) of this Section 4, an amendment or supplement
which will correct such statement or omission or an
amendment which will effect such compliance.
(c) The Company will make generally available to its
security holders and to the Representatives as soon as
practicable, but not later than 60 days after the close of
the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 of the
regulations under the Act) covering a twelve month period
beginning not later than the first day of the Company's
fiscal quarter next following the "effective date" (as
defined in said Rule 158) of the Registration Statement.
(d) The Company will furnish to the Representatives
and counsel for the Underwriters, without charge, copies of
the Registration Statement (including exhibits thereto) and
each amendment thereto which shall become effective on or
prior to the Closing Date and, so long as delivery of a
prospectus by an Underwriter or dealer may be required by
the Act, as many copies of any Preliminary Final Prospectus
and the Final Prospectus and any amendments thereof and
supplements thereto as the Representatives may reasonably
request. The Company will pay the expenses of printing all
documents relating to the offering.
(e) The Company will arrange for the qualification of
the Securities for sale under the laws of such
jurisdictions as the Representatives may reasonably
designate, will maintain such qualifications in effect so
long as required for the distribution of the Securities and
will arrange for the determination of the legality of the
Securities for purchase by institutional investors;
provided, however, that the Company shall not be required
to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would
subject it to general or unlimited service of process of
any jurisdiction where it is not now so subject.
(f) Until the business day following the Closing
Date, the Company will not, without the consent of the
Representatives, offer or sell, or announce the offering
of, any securities covered by the Registration Statement or
by any other registration statement filed under the Act;
provided, however, the Company may, at any time, offer or
sell or announce the offering of any securities (A) covered
by a registration statement on Form S-8 or (B) covered by a
registration statement on Form S-3 and pursuant to which
the Company issues securities for its Dividend Reinvestment
Plan.
5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS.
The obligations of the Underwriters to purchase the
Underwriters' Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement
filed prior to the Closing Date (including the filing of any
document incorporated by reference therein) and as of the
Closing Date, to the accuracy of the statements of the Company
made in any certificates pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder and
to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall
have been issued and no proceedings for that purpose shall
have been instituted or threatened; and the Final
Prospectus shall have been filed or mailed for filing with
the Commission within the time period prescribed by the
Commission.
(b) The Company shall have furnished to the
Representatives the opinion of Smith Helms Mulliss & Moore,
L.L.P., counsel for the Company, dated the Closing Date, to
the effect of paragraphs (i), (iv) and (vi) through (xii)
below, and the opinion of Paul J. Polking, General Counsel
to the Company, or Charles M. Berger, Associate General
Counsel to the Company, dated the Closing Date, to the
effect of paragraphs (ii), (iii) and (v) below:
(i) the Company is a duly organized and validly
existing corporation in good standing under the laws
of the State of North Carolina, has the corporate
power and authority to own its properties and conduct
its business as described in the Final Prospectus, and
is duly registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended;
NationsBank, National Association, NationsBank,
National Association (South) and NationsBank of Texas,
National Association (or the successors to such
entities) (collectively, the "Principal Banking
Subsidiaries") are national banking associations
formed under the laws of the United States and
authorized thereunder to transact business;
(ii) except for those jurisdictions specifically
enumerated in such opinion, neither the Company nor
any of the Principal Banking Subsidiaries is required
to be qualified or licensed to do business as a
foreign corporation in any jurisdiction;
(iii) all the outstanding shares of capital stock
of each Principal Banking Subsidiary have been duly
and validly authorized and issued and are fully paid
and (except as provided in 12 U.S.C. Section 55, as
amended) nonassessable, and, except as otherwise set
forth in the Final Prospectus, all outstanding shares
of capital stock of the Principal Banking Subsidiaries
(except directors' qualifying shares) are owned,
directly or indirectly, by the Company free and clear
of any perfected security interest and, to the
knowledge of such counsel, after due inquiry, any
other security interests, claims, liens or
encumbrances;
(iv) the Securities conform in all material
respects to the description thereof contained in the
Final Prospectus;
(v) if the Securities are to be listed on the
New York Stock Exchange, authorization therefor has
been given, subject to official notice of issuance and
evidence of satisfactory distribution, or the Company
has filed a preliminary listing application and all
required supporting documents with respect to the
Securities with the New York Stock Exchange and such
counsel has no reason to believe that the Securities
will not be authorized for listing, subject to
official notice of issuance and evidence of
satisfactory distribution;
(vi) the Indenture has been duly authorized,
executed and delivered by the Company, has been duly
qualified under the Trust Indenture Act, and
constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar
laws affecting the rights of creditors now or
hereafter in effect, and to equitable principles that
may limit the right to specific enforcement of
remedies, and further subject to 12 U.S.C.
1818(b)(6)(D) and similar bank regulatory powers and
to the application of principles of public policy);
and the Securities have been duly authorized and, when
executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid
for by the Underwriters pursuant to this Agreement, in
the case of the Underwriters' Securities, or by the
purchasers thereof pursuant to Delayed Delivery
Contracts, in the case of any Contract Securities,
will constitute legal, valid and binding obligations
of the Company entitled to the benefits of the
Indenture (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar
laws affecting the rights of creditors now or
hereafter in effect, and to equitable principles that
may limit the right to specific enforcement of
remedies, and further subject to 12 U.S.C.
1818(b)(6)(D) and similar bank regulatory powers and
to the application of principles of public policy);
(vii) to the best knowledge of such counsel, there
is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed in the Final Prospectus, and
there is no franchise, contract or other document of a
character required to be described in the Registration
Statement or Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required;
(viii) the Registration Statement has become
effective under the Act; to the best knowledge of such
counsel no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose have been instituted or
threatened; the Registration Statement, the Final
Prospectus and each amendment thereof or supplement
thereto (other than the financial statements and other
financial and statistical information contained
therein or incorporated by reference therein, as to
which such counsel need express no opinion) comply as
to form in all material respects with the applicable
requirements of the Act and the Exchange Act and the
respective rules thereunder;
(ix) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and
delivered by the Company and each constitutes a legal,
valid and binding agreement of the Company enforceable
against the Company in accordance with its terms
(subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium,
fraudulent conveyance or other similar laws affecting
the rights of creditors now or hereafter in effect,
and to equitable principles that may limit the right
to specific enforcement of remedies, and except
insofar as the enforceability of the indemnity and
contribution provisions contained in this Agreement
may be limited by federal and state securities laws,
and further subject to 12 U.S.C. 1818(b)(6)(D) and
similar bank regulatory powers and to the application
of principles of public policy);
(x) no consent, approval, authorization or order
of any court or governmental agency or body is
required on behalf of the Company for the consummation
of the transactions contemplated herein or in any
Delayed Delivery Contracts, except such as have been
obtained under the Act and such as may be required
under the blue sky or insurance laws of any
jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters and
such other approvals (specified in such opinion) as
have been obtained;
(xi) neither the issue and sale of the
Securities, nor the consummation of any other of the
transactions herein contemplated nor the fulfillment
of the terms hereof or of any Delayed Delivery
Contracts will conflict with, result in a breach of,
or constitute a default under the articles of
incorporation or by-laws of the Company or, to the
best knowledge of such counsel, the terms of any
material indenture or other agreement or instrument
known to such counsel and to which the Company or any
of the Principal Banking Subsidiaries is a party or
bound, or any order or regulation known to such
counsel to be applicable to the Company or any of the
Principal Banking Subsidiaries of any court,
regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the
Company or any of its affiliates; and
(xii) to the best knowledge and information of
such counsel, each holder of securities of the Company
having rights to the registration of such securities
under the Registration Statement has waived such
rights or such rights have expired by reason of lapse
of time following notification of the Company's
intention to file the Registration Statement.
In rendering such opinion, but without opining in
connection therewith, such counsel shall also state
that, although it has not independently verified, is
not passing upon and assumes no responsibility for the
accuracy, completeness or fairness of the statements
contained in the Registration Statement, it has no
reason to believe that the Registration Statement or
any amendment thereof at the time it became effective
contained any untrue statement of a material fact or
omitted to state any material fact required to be
stated therein or necessary to make the statements
therein not misleading or that the Final Prospectus,
as amended or supplemented, contains any untrue
statement of a material fact or omits to state a
material fact necessary to make the statements
therein, in light of the circumstances under which
they were made, not misleading.
In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws of any
jurisdiction other than the State of North Carolina or
the United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Underwriters;
and (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the
Company and its subsidiaries and public officials.
(c) The Representatives shall have received from
Stroock & Stroock & Lavan, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Securities, the
Indenture, any Delayed Delivery Contracts, the Registration
Statement, the Final Prospectus and other related matters
as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents
as they request for the purpose of enabling them to pass
upon such matters.
(d) The Company shall have furnished to the
Representatives a certificate of the Company, signed by the
Chairman of the Board and Chief Executive Officer or a
Senior Vice President and the principal financial or
accounting officer of the Company, dated the Closing Date,
to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Final
Prospectus and this Agreement and that to the best of their
knowledge:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the Closing Date with
the same effect as if made on the Closing Date and the
Company has complied with all the agreements and
satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing
Date;
(ii) no stop order suspending the effectiveness
of the Registration Statement, as amended, has been
issued and no proceedings for that purpose have been
instituted or threatened; and
(iii) since the date of the most recent financial
statements included in the Final Prospectus, there has
been no material adverse change in the condition
(financial or other), earnings, business or properties
of the Company and its subsidiaries, whether or not
arising from transactions in the ordinary course of
business, except as set forth in or contemplated in
the Final Prospectus.
(e) At the Closing Date, Price Waterhouse LLP shall
have furnished to the Representatives a letter or letters
(which may refer to letters previously delivered to one or
more of the Representatives), dated as of the Closing Date,
in form and substance satisfactory to the Representatives,
confirming that the response, if any, to Item 10 of the
Registration Statement is correct insofar as it relates to
them and stating in effect that:
(i) They are independent accountants within the
meaning of the Act and the Exchange Act and the
respective applicable published rules and regulations
thereunder.
(ii) In their opinion, the consolidated financial
statements of the Company and its subsidiaries audited
by them and included or incorporated by reference in
the Registration Statement and Final Prospectus comply
as to form in all material respects with the
applicable accounting requirements of the Act and the
regulations thereunder with respect to registration
statements on Form S-3 and the Exchange Act and the
regulations thereunder.
(iii) On the basis of procedures (but not an audit
in accordance with generally accepted auditing
standards) consisting of:
(a) Reading the minutes of the meetings of the
shareholders, the board of directors, executive
committee and audit committee of the Company and the
boards of directors and executive committees of its
subsidiaries as set forth in the minute books through
a specified date not more than five business days
prior to the date of delivery of such letter;
(b) Performing the procedures specified by the
American Institute of Certified Public Accountants for
a review of interim financial information as described
in SAS No. 71, Interim Financial Information, on the
unaudited condensed consolidated interim financial
statements of the Company and its consolidated
subsidiaries included or incorporated by reference in
the Registration Statement and Final Prospectus and
reading the unaudited interim financial data, if any,
for the period from the date of the latest balance
sheet included or incorporated by reference in the
Registration Statement and Final Prospectus to the
date of the latest available interim financial data;
and
(c) Making inquiries of certain officials of the
Company who have responsibility for financial and
accounting matters regarding the specific items for
which representations are requested below;
nothing has come to their attention as a result of the
foregoing procedures that caused them to believe that:
(1) the unaudited condensed consolidated interim
financial statements, included or incorporated by
reference in the Registration Statement and Final
Prospectus, do not comply as to form in all material
respects with the applicable accounting requirements
of the Exchange Act and the published rules and
regulations thereunder;
(2) any material modifications should be made to
the unaudited condensed consolidated interim financial
statements, included or incorporated by reference in
the Registration Statement and Final Prospectus, for
them to be in conformity with generally accepted
accounting principles;
(3) (i) at the date of the latest available
interim financial data and at the specified date not
more than five business days prior to the date of the
delivery of such letter, there was any change in the
capital stock or the long-term debt (other than
scheduled repayments of such debt) or any decreases in
shareholders' equity of the Company and the
subsidiaries on a consolidated basis as compared with
the amounts shown in the latest balance sheet included
or incorporated by reference in the Registration
Statement and the Final Prospectus or (ii) for the
period from the date of the latest available financial
data to a specified date not more than five business
days prior to the delivery of such letter, there was
any change in the capital stock or the long-term debt
(other than scheduled repayments of such debt) or any
decreases in shareholders' equity of the Company and
the subsidiaries on a consolidated basis, except in
all instances for changes or decreases which the
Registration Statement and Prospectus discloses have
occurred or may occur, or Price Waterhouse LLP shall
state any specific changes or decreases.
(iv) The letter shall also state that Price
Waterhouse LLP has carried out certain other specified
procedures, not constituting an audit, with respect to
certain amounts, percentages and financial information
which are included or incorporated by reference in the
Registration Statement and Final Prospectus and which
are specified by the Representatives and agreed to by
Price Waterhouse LLP, and has found such amounts,
percentages and financial information to be in
agreement with the relevant accounting, financial and
other records of the Company and its subsidiaries
identified in such letter.
In addition, at the time this Agreement is executed,
Price Waterhouse LLP shall have furnished to the
Representatives a letter or letters, dated the date of this
Agreement, in form and substance satisfactory to the
Representatives, to the effect set forth in this paragraph
(e) and in Schedule I hereto.
(f) Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Final Prospectus, there shall not have been (i) any change
or decrease specified in the letter or letters referred to
in paragraph (e) of this Section 5 or (ii) any change, or
any development involving a prospective change, in or
affecting the earnings, business or properties of the
Company and its subsidiaries the effect of which, in any
case referred to in clause (i) or (ii) above, is, in the
judgment of the Representatives, so material and adverse as
to make it impractical or inadvisable to proceed with the
offering or the delivery of the Securities as contemplated
by the Registration Statement and the Final Prospectus.
(g) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information,
certificates and documents as the Representatives may
reasonably request.
(h) The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities
arranged by the Underwriters have been approved by the
Company.
If any of the conditions specified in this Section 5 shall
not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement
shall not be in all material respects reasonably satisfactory in
form and substance to the Representatives and their counsel,
this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by
the Representatives. Notice of such cancellation shall be given
to the Company in writing or by telephone or telegraph confirmed
in writing.
6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale
of the Securities provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth
in Section 5 hereof is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them
in connection with the proposed purchase and sale of the
Securities.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company
agrees to indemnify and hold harmless each Underwriter and each
person who controls any Underwriter within the meaning of either
the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or arise out of or
are based upon omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, or arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus, or any amendment or
supplement thereof, or arise out of or are based upon any
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that (i) the Company will not be liable in
any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with
written information furnished to the Company by or on behalf of
any Underwriter through the Representatives specifically for use
in connection with the preparation thereof, or arises out of or
is based upon statements in or omissions from that part of the
Registration Statement which shall constitute the Statement of
Eligibility and Qualification of the Trustee (Form T-1) under
the 1939 Act of either of the Trustees, and (ii) such indemnity
with respect to the Basic Prospectus or any Preliminary Final
Prospectus shall not inure to the benefit of any Underwriter (or
any person controlling such Underwriter) from whom the person
asserting any such loss, claim, damage or liability purchased
the Securities which are the subject thereof if such person did
not receive a copy of the Final Prospectus (or the Final
Prospectus as amended or supplemented) excluding documents
incorporated therein by reference at or prior to the
confirmation of the sale of such Securities to such person in
any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in the
Basic Prospectus or any Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as
amended or supplemented). This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person
who controls the Company within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity
from the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to
the Company by or on behalf of such Underwriter through the
Representatives specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges
that the statements set forth in the language on the cover page
required by Item 509 of Regulation S-K and under the heading
"Underwriting" or "Plan of Distribution" in any Preliminary
Final Prospectus or the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several
Underwriters for inclusion in the documents referred to in the
foregoing indemnity, and you, as the Representatives, confirm
that such statements are correct.
(c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and,
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to
assert such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to
such indemnified party of its election so to assume the defense
of such action and approval by the indemnified party of counsel,
the indemnifying party will not be liable to such indemnified
party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall
have employed separate counsel in connection with the assertion
of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by the Representatives in
the case of subparagraph (a), representing the indemnified
parties under subparagraph (a) who are parties to such action),
(ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party
at the expense of the indemnifying party; and except that if
clause (i) or (iii) is applicable, such liability shall be only
in respect of the counsel referred to in such clause (i) or
(iii).
(d) To provide for just and equitable contribution in
circumstances in which the indemnification provided for in
paragraph (a) of this Section 7 is due in accordance with its
terms but is for any reason held by a court to be unavailable
from the Company on the grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or
other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and one or
more of the Underwriters may be subject in such proportion so
that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount
bears to the sum of such discount and the purchase price of the
Securities specified in Schedule I hereto and the Company is
responsible for the balance; provided, however, that (y) in no
case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the
underwriting discount applicable to the Securities purchased by
such Underwriter hereunder and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7, each person who controls an
Underwriter within the meaning of the Act shall have the same
rights to contribution as such Underwriter, and each person who
controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed
the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company,
subject in each case to clause (y) of this paragraph (d). Any
party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against
such party in respect of which a claim for contribution may be
made against another party or parties under this paragraph (d),
notify such party or parties from whom contribution may be
sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution
may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
8. DEFAULT BY AN UNDERWRITER. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bear to the aggregate
amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount
of Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for
such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
9. TERMINATION. This Agreement shall be subject to
termination in the absolute discretion of the Representatives,
by notice given to the Company prior to delivery of and payment
for the Securities, if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been
established on such Exchange, (ii) a banking moratorium shall
have been declared either by Federal, Florida, Georgia,
Maryland, New York, North Carolina, South Carolina, Texas or
Virginia State authorities or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the judgment of
the Representatives, impracticable to market the Securities.
10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the
Company or any of the officers, directors or controlling persons
referred to in Section 7 hereof, and will survive delivery of
and payment for the Securities. The provisions of Section 6 and
7 hereof and this Section 10 shall survive the termination or
cancellation of this Agreement.
11. NOTICES. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, at the address specified in Schedule I
hereto, with a copy to: Stroock & Stroock & Lavan, Seven
Hanover Square, New York, New York 10004-2696, Attn: James R.
Tanenbaum; or, if sent to the Company, will be mailed, delivered
or telegraphed and confirmed to it at NationsBank Corporate
Center, Charlotte, North Carolina 28255, attention of the
Secretary, with a copy to each of: NationsBank Corporation,
NationsBank Corporate Center, Legal Department, NC 1007-20-1,
Charlotte, North Carolina 28255, Attn: Paul J. Polking, General
Counsel; and Smith Helms Mulliss & Moore, L.L.P., 214 North
Church Street, Charlotte, North Carolina 28202, Attn: Boyd C.
Campbell, Jr.
12. SUCCESSORS. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling
persons referred to in Section 7 hereof, and no other person
will have any right or obligation hereunder.
13. APPLICABLE LAW. This Agreement will be governed by
and construed in accordance with the internal laws of the State
of New York, without giving effect to principles of conflict of
laws.
<PAGE>
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company and the
several Underwriters.
Very truly yours,
NATIONSBANK CORPORATION
By: /S/ JOHN E. MACK
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
NATIONSBANC CAPITAL MARKETS, INC.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
MORGAN, STANLEY & CO. INCORPORATED
UBS SECURITIES LLC
By: NATIONSBANC CAPITAL MARKETS, INC.
By: /S/ MARK T. WILSON
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.<PAGE>
SCHEDULE I
Underwriting Agreement dated September 18, 1996
Registration Statement No. 33-63097 (As amended by Post-
Effective Amendment No. 1 to the Registration Statement)
Representatives: NationsBanc Capital Markets, Inc.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan, Stanley & Co. Incorporated
UBS Securities LLC
Address of Representatives: c/o NationsBanc Capital Markets,
Inc.
100 North Tryon Street, 7th Floor
Charlotte, NC 28255
Attn: Mark T. Wilson
Title, Purchase Price and Description of Securities:
Title: 7 1/2% Subordinated Notes, due 2006
Principal amount: $500,000,000
Purchase price (include type of funds and accrued interest
or amortization, if applicable): 99.350%; in federal (same
day) funds, by certified or official bank check or checks
or wire transfer to an account previously designated to the
Representatives by the Company.
Sinking fund provisions: none
Redemption provisions: none
Other provisions: none
Closing Date, Time and Location: September 24, 1996, 9:30 a.m.,
New York City time, Office of Stroock & Stroock & Lavan
Certificates representing securities: Book-entry only form.
Listing: none
Delayed Delivery Arrangements: none
Additional items to be covered by the letter from Price
Waterhouse delivered pursuant to Section 5(e) at the
time this Agreement is executed: none
SCHEDULE II
PRINCIPAL AMOUNT
OF SECURITIES TO
UNDERWRITERS BE PURCHASED
----------------
NationsBanc Capital Markets, Inc. . . . . . . . $ 100,000,000
Lehman Brothers Inc. . . . . . . . . . . . . . 100,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated. . . . . . . . . . . . 100,000,000
Morgan, Stanley & Co. Incorporated. . . . . . . 100,000,000
UBS Securities LLC . . . . . . . . . . . . . . 100,000,000
--------------
$ 500,000,000
===============
<PAGE>
SCHEDULE III
DELAYED DELIVERY CONTRACT
, 19
[Insert name and address
of lead Representative]
Dear Sirs:
The undersigned hereby agrees to purchase from NationsBank
Corporation (the "Company"), and the Company agrees to sell to
the undersigned, on , 19 , (the "Delivery
Date"), $ principal amount of the
Company's (the "Securities") offered by
the Company's Final Prospectus dated , 19 , receipt
of a copy of which is hereby acknowledged, at a purchase price
of % of the principal amount thereof, plus accrued interest,
if any, thereon from , 19 , to the date of
payment and delivery, and on the further terms and conditions
set forth in this contract.
Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M. on the
Delivery Date to or upon the order of the Company in New York
Clearing House (next day) funds, at your office or at such other
place as shall be agreed between the Company and the undersigned
upon delivery to the undersigned of the Securities in definitive
fully registered form and in such authorized denominations and
registered in such names as the undersigned may request by
written or telegraphic communication addressed to the Company
not less than five full business days prior to the Delivery
Date. If no request is received, the Securities will be
registered in the name of the undersigned and issued in a
denomination equal to the aggregate principal amount of
Securities to be purchased by the undersigned on the Delivery
Date.
The obligation of the undersigned to take delivery of and
make payment for Securities on the Delivery Date, and the
obligation of the Company to sell and deliver Securities on the
Delivery Date, shall be subject to the conditions (and neither
party shall incur any liability by reason of the failure
thereof) that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not
prohibited on the date hereof, shall not on the Delivery Date be
prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of the Securities as is to
be sold to them pursuant to the Underwriting Agreement referred
to in the Final Prospectus mentioned above. Promptly after
completion of such sale to the Underwriters, the Company will
mail or deliver to the undersigned at its address set forth
below notice to such effect, accompanied by a copy of the
opinion of counsel for the Company delivered to the Underwriters
in connection therewith. The obligation of the undersigned to
take delivery of and make payment for the Securities, and the
obligation of the Company to cause the Securities to be sold and
delivered, shall not be affected by the failure of any purchaser
to take delivery of and make payment for the Securities pursuant
to other contracts similar to this contract.
This contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but
will not be assignable by either party hereto without the
written consent of the other.
It is understood that acceptance of this contract and other
similar contracts is in the Company's sole discretion and,
without limiting the foregoing, need not be on the first come,
first served basis. If this contract is acceptable to the
Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the
undersigned, as of the date first above written, when such
counterpart is so mailed or delivered.
This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York,
without giving effect to principles of conflict of laws.
Very truly yours,
_____________________________
(Name of Purchaser)
BY:____________________________
(Signature and Title of Officer)
________________________________
(Address)
Accepted:
NATIONSBANK CORPORATION
By:____________________________
(Authorized Signature)
NATIONSBANK CORPORATION
UNDERWRITING AGREEMENT
New York, New York
September 18, 1996
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
NationsBank Corporation, a North Carolina corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are acting
as representatives (the "Representatives"), the principal amount
of its securities identified in Schedule I hereto (the
"Securities"), to be issued under an indenture (the "Indenture")
dated as of January 1, 1995 between the Company and The Bank of
New York, as trustee (the "Trustee"). If the firm or firms
listed in Schedule II hereto include only the firm or firms
listed in Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, each shall be deemed to refer
to such firm or firms.
1. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to, and agrees with, each Underwriter
that:
(a) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended
(the "Act"), and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
such Form (the file number of which is set forth in
Schedule I hereto), which has become effective, for the
registration under the Act of the Securities. Such
registration statement, as amended at the date of this
Agreement, meets the requirements set forth in Rule
415(a)(1) under the Act and complies in all other material
respects with said Rule. The Company proposes to file with
the Commission pursuant to Rule 424 or Rule 434 under the
Act a supplement to the form of prospectus included in such
registration statement relating to the Securities and the
plan of distribution thereof and has previously advised you
of all further information (financial and other) with
respect to the Company to be set forth therein. Such
registration statement, including the exhibits thereto, as
amended at the date of this Agreement, is hereinafter
called the "Registration Statement"; such prospectus in the
form in which it appears in the Registration Statement is
hereinafter called the "Basic Prospectus"; and such
supplemented form of prospectus, in the form in which it
shall be filed with the Commission pursuant to Rule 424 or
Rule 434 (including the Basic Prospectus as so
supplemented) is hereinafter called the "Final Prospectus."
Any preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424 hereinafter is
called the "Preliminary Final Prospectus." Any reference
herein to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") on or before the
date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference herein to
the terms "amend", "amendment" or "supplement" with respect
to the Registration Statement, the Basic Prospectus, and
the Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this
Agreement, or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as
the case may be, and deemed to be incorporated therein by
reference.
(b) As of the date hereof, when the Final Prospectus
is first filed pursuant to Rule 424 or Rule 434 under the
Act, when, prior to the Closing Date (as hereinafter
defined), any amendment to the Registration Statement
becomes effective (including the filing of any document
incorporated by reference in the Registration Statement),
when any supplement to the Final Prospectus is filed with
the Commission and at the Closing Date (as hereinafter
defined), (i) the Registration Statement as amended as of
any such time, and the Final Prospectus, as amended or
supplemented as of any such time, and the Indenture will
comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939
(the "Trust Indenture Act") and the Exchange Act and the
respective rules thereunder, (ii) the Registration
Statement, as amended as of any such time, will not contain
any untrue statement of a material fact or omit to state
any material fact required to be stated therein or
necessary in order to make the statements therein not
misleading, and (iii) the Final Prospectus, as amended or
supplemented as of any such time, will not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading;
provided, however, that the Company makes no
representations or warranties as to (A) that part of the
Registration Statement which shall constitute the Statement
of Eligibility and Qualification of the Trustee (Form T-1)
under the Trust Indenture Act of the Trustee or (B) the
information contained in or omitted from the Registration
Statement or the Final Prospectus or any amendment thereof
or supplement thereto in reliance upon and in conformity
with information furnished in writing to the Company by or
on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation of
the Registration Statement and the Final Prospectus.
2. PURCHASE AND SALE. Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price set
forth in Schedule I hereto, the principal amount of the
Securities set forth opposite such Underwriter's name in
Schedule II hereto, except that, if Schedule I hereto provides
for the sale of Securities pursuant to delayed delivery
arrangements, the respective principal amounts of Securities to
be purchased by the Underwriters shall be set forth in Schedule
II hereto, less the respective amounts of Contract Securities
determined as provided below. Securities to be purchased by the
Underwriters are herein sometimes called the "Underwriters'
Securities" and Securities to be purchased pursuant to Delayed
Delivery Contracts as hereinafter provided are herein called
"Contract Securities."
If so provided in Schedule I hereto, the Underwriters are
authorized to solicit offers to purchase Securities from the
Company pursuant to delayed delivery contracts ("Delayed
Delivery Contracts"), substantially in the form of Schedule III
hereto but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to make
such arrangements and, as compensation therefor, the Company
will pay to the Representatives, for the account of the
Underwriters, on the Closing Date, the percentage set forth in
Schedule I hereto of the principal amount of the Securities for
which Delayed Delivery Contracts are made. Delayed Delivery
Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension
funds, investment companies and educational and charitable
institutions. The Company will make Delayed Delivery Contracts
in all cases where sales of Contract Securities arranged by the
Underwriters have been approved by the Company but, except as
the Company may otherwise agree, each such Delayed Delivery
Contract must be for not less than the minimum principal amount
set forth in Schedule I hereto and the aggregate principal
amount of Contract Securities may not exceed the maximum
aggregate principal amount set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of the
validity or performance of Delayed Delivery Contracts. The
principal amount of Securities to be purchased by each
Underwriter as set forth in Schedule II hereto shall be reduced
by an amount which shall bear the same proportion to the total
principal amount of Contract Securities as the principal amount
of Securities set forth opposite the name of such Underwriter
bears to the aggregate principal amount set forth in Schedule II
hereto, except to the extent that you determine that such
reduction shall be otherwise than in such proportion and so
advise the Company in writing; provided, however, that the total
principal amount of Securities to be purchased by all
Underwriters shall be the aggregate principal amount set forth
in Schedule II hereto, less the aggregate principal amount of
Contract Securities.
3. DELIVERY AND PAYMENT. Delivery of and payment for the
Underwriters' Securities shall be made on the date and at the
time specified in Schedule I hereto, which date and time may be
postponed by agreement between the Representatives and the
Company or as provided in Section 8 hereof (such date and time
of delivery and payment for the Securities being herein called
the "Closing Date"). Delivery of the Underwriters' Securities
shall be made to the Representatives for the respective accounts
of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price
thereof in the manner set forth in Schedule I hereto. Unless
otherwise agreed, certificates for the Underwriters' Securities
shall be in the form set forth in Schedule I hereto, and such
certificates may be deposited with The Depository Trust Company
("DTC") or a custodian of DTC and registered in the name of Cede
& Co., as nominee for DTC.
4. AGREEMENTS. The Company agrees with the several
Underwriters that:
(a) Prior to the termination of the offering of the
Securities, the Company will not file any amendment of the
Registration Statement or supplement (including the Final
Prospectus) to the Basic Prospectus unless the Company has
furnished you a copy for your review prior to filing and
will not file any such proposed amendment or supplement to
which you reasonably object. Subject to the foregoing
sentence, the Company will cause the Final Prospectus to be
filed with the Commission pursuant to Rule 424 or Rule 434
via the Electronic Data Gathering, Analysis and Retrieval
System. The Company will advise the Representatives
promptly (i) when the Final Prospectus shall have been
filed with the Commission pursuant to Rule 424 or Rule 434,
(ii) when any amendment to the Registration Statement
relating to the Securities shall have become effective,
(iii) of any request by the Commission for any amendment of
the Registration Statement or amendment of or supplement to
the Final Prospectus or for any additional information,
(iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for
that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act,
except with respect to any such delivery requirement
imposed upon an affiliate of the Company in connection with
any secondary market sales, any event occurs as a result of
which the Final Prospectus as then amended or supplemented
would include any untrue statement of a material fact or
omit to state any material fact necessary to make the
statements therein in light of the circumstances under
which they were made not misleading, or if it shall be
necessary to amend or supplement the Final Prospectus to
comply with the Act or the Exchange Act or the respective
rules thereunder, the Company promptly will prepare and
file with the Commission, subject to the first sentence of
paragraph (a) of this Section 4, an amendment or supplement
which will correct such statement or omission or an
amendment which will effect such compliance.
(c) The Company will make generally available to its
security holders and to the Representatives as soon as
practicable, but not later than 60 days after the close of
the period covered thereby, an earnings statement (in form
complying with the provisions of Rule 158 of the
regulations under the Act) covering a twelve month period
beginning not later than the first day of the Company's
fiscal quarter next following the "effective date" (as
defined in said Rule 158) of the Registration Statement.
(d) The Company will furnish to the Representatives
and counsel for the Underwriters, without charge, copies of
the Registration Statement (including exhibits thereto) and
each amendment thereto which shall become effective on or
prior to the Closing Date and, so long as delivery of a
prospectus by an Underwriter or dealer may be required by
the Act, as many copies of any Preliminary Final Prospectus
and the Final Prospectus and any amendments thereof and
supplements thereto as the Representatives may reasonably
request. The Company will pay the expenses of printing all
documents relating to the offering.
(e) The Company will arrange for the qualification of
the Securities for sale under the laws of such
jurisdictions as the Representatives may reasonably
designate, will maintain such qualifications in effect so
long as required for the distribution of the Securities and
will arrange for the determination of the legality of the
Securities for purchase by institutional investors;
provided, however, that the Company shall not be required
to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would
subject it to general or unlimited service of process of
any jurisdiction where it is not now so subject.
(f) Until the business day following the Closing
Date, the Company will not, without the consent of the
Representatives, offer or sell, or announce the offering
of, any securities covered by the Registration Statement or
by any other registration statement filed under the Act;
provided, however, the Company may, at any time, offer or
sell or announce the offering of any securities (A) covered
by a registration statement on Form S-8 or (B) covered by a
registration statement on Form S-3 and pursuant to which
the Company issues securities for its Dividend Reinvestment
Plan.
5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS.
The obligations of the Underwriters to purchase the
Underwriters' Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement
filed prior to the Closing Date (including the filing of any
document incorporated by reference therein) and as of the
Closing Date, to the accuracy of the statements of the Company
made in any certificates pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder and
to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall
have been issued and no proceedings for that purpose shall
have been instituted or threatened; and the Final
Prospectus shall have been filed or mailed for filing with
the Commission within the time period prescribed by the
Commission.
(b) The Company shall have furnished to the
Representatives the opinion of Smith Helms Mulliss & Moore,
L.L.P., counsel for the Company, dated the Closing Date, to
the effect of paragraphs (i), (iv) and (vi) through (xii)
below, and the opinion of Paul J. Polking, General Counsel
to the Company, or Charles M. Berger, Associate General
Counsel to the Company, dated the Closing Date, to the
effect of paragraphs (ii), (iii) and (v) below:
(i) the Company is a duly organized and validly
existing corporation in good standing under the laws
of the State of North Carolina, has the corporate
power and authority to own its properties and conduct
its business as described in the Final Prospectus, and
is duly registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended;
NationsBank, National Association, NationsBank,
National Association (South) and NationsBank of Texas,
National Association (or the successors to such
entities) (collectively, the "Principal Banking
Subsidiaries") are national banking associations
formed under the laws of the United States and
authorized thereunder to transact business;
(ii) except for those jurisdictions specifically
enumerated in such opinion, neither the Company nor
any of the Principal Banking Subsidiaries is required
to be qualified or licensed to do business as a
foreign corporation in any jurisdiction;
(iii) all the outstanding shares of capital stock
of each Principal Banking Subsidiary have been duly
and validly authorized and issued and are fully paid
and (except as provided in 12 U.S.C. Section 55, as
amended) nonassessable, and, except as otherwise set
forth in the Final Prospectus, all outstanding shares
of capital stock of the Principal Banking Subsidiaries
(except directors' qualifying shares) are owned,
directly or indirectly, by the Company free and clear
of any perfected security interest and, to the
knowledge of such counsel, after due inquiry, any
other security interests, claims, liens or
encumbrances;
(iv) the Securities conform in all material
respects to the description thereof contained in the
Final Prospectus;
(v) if the Securities are to be listed on the
New York Stock Exchange, authorization therefor has
been given, subject to official notice of issuance and
evidence of satisfactory distribution, or the Company
has filed a preliminary listing application and all
required supporting documents with respect to the
Securities with the New York Stock Exchange and such
counsel has no reason to believe that the Securities
will not be authorized for listing, subject to
official notice of issuance and evidence of
satisfactory distribution;
(vi) the Indenture has been duly authorized,
executed and delivered by the Company, has been duly
qualified under the Trust Indenture Act, and
constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar
laws affecting the rights of creditors now or
hereafter in effect, and to equitable principles that
may limit the right to specific enforcement of
remedies, and further subject to 12 U.S.C.
1818(b)(6)(D) and similar bank regulatory powers and
to the application of principles of public policy);
and the Securities have been duly authorized and, when
executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid
for by the Underwriters pursuant to this Agreement, in
the case of the Underwriters' Securities, or by the
purchasers thereof pursuant to Delayed Delivery
Contracts, in the case of any Contract Securities,
will constitute legal, valid and binding obligations
of the Company entitled to the benefits of the
Indenture (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or other similar
laws affecting the rights of creditors now or
hereafter in effect, and to equitable principles that
may limit the right to specific enforcement of
remedies, and further subject to 12 U.S.C.
1818(b)(6)(D) and similar bank regulatory powers and
to the application of principles of public policy);
(vii) to the best knowledge of such counsel, there
is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed in the Final Prospectus, and
there is no franchise, contract or other document of a
character required to be described in the Registration
Statement or Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required;
(viii) the Registration Statement has become
effective under the Act; to the best knowledge of such
counsel no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose have been instituted or
threatened; the Registration Statement, the Final
Prospectus and each amendment thereof or supplement
thereto (other than the financial statements and other
financial and statistical information contained
therein or incorporated by reference therein, as to
which such counsel need express no opinion) comply as
to form in all material respects with the applicable
requirements of the Act and the Exchange Act and the
respective rules thereunder;
(ix) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and
delivered by the Company and each constitutes a legal,
valid and binding agreement of the Company enforceable
against the Company in accordance with its terms
(subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium,
fraudulent conveyance or other similar laws affecting
the rights of creditors now or hereafter in effect,
and to equitable principles that may limit the right
to specific enforcement of remedies, and except
insofar as the enforceability of the indemnity and
contribution provisions contained in this Agreement
may be limited by federal and state securities laws,
and further subject to 12 U.S.C. 1818(b)(6)(D) and
similar bank regulatory powers and to the application
of principles of public policy);
(x) no consent, approval, authorization or order
of any court or governmental agency or body is
required on behalf of the Company for the consummation
of the transactions contemplated herein or in any
Delayed Delivery Contracts, except such as have been
obtained under the Act and such as may be required
under the blue sky or insurance laws of any
jurisdiction in connection with the purchase and
distribution of the Securities by the Underwriters and
such other approvals (specified in such opinion) as
have been obtained;
(xi) neither the issue and sale of the
Securities, nor the consummation of any other of the
transactions herein contemplated nor the fulfillment
of the terms hereof or of any Delayed Delivery
Contracts will conflict with, result in a breach of,
or constitute a default under the articles of
incorporation or by-laws of the Company or, to the
best knowledge of such counsel, the terms of any
material indenture or other agreement or instrument
known to such counsel and to which the Company or any
of the Principal Banking Subsidiaries is a party or
bound, or any order or regulation known to such
counsel to be applicable to the Company or any of the
Principal Banking Subsidiaries of any court,
regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the
Company or any of its affiliates; and
(xii) to the best knowledge and information of
such counsel, each holder of securities of the Company
having rights to the registration of such securities
under the Registration Statement has waived such
rights or such rights have expired by reason of lapse
of time following notification of the Company's
intention to file the Registration Statement.
In rendering such opinion, but without opining in
connection therewith, such counsel shall also state
that, although it has not independently verified, is
not passing upon and assumes no responsibility for the
accuracy, completeness or fairness of the statements
contained in the Registration Statement, it has no
reason to believe that the Registration Statement or
any amendment thereof at the time it became effective
contained any untrue statement of a material fact or
omitted to state any material fact required to be
stated therein or necessary to make the statements
therein not misleading or that the Final Prospectus,
as amended or supplemented, contains any untrue
statement of a material fact or omits to state a
material fact necessary to make the statements
therein, in light of the circumstances under which
they were made, not misleading.
In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws of any
jurisdiction other than the State of North Carolina or
the United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Underwriters;
and (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the
Company and its subsidiaries and public officials.
(c) The Representatives shall have received from
Stroock & Stroock & Lavan, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Securities, the
Indenture, any Delayed Delivery Contracts, the Registration
Statement, the Final Prospectus and other related matters
as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents
as they request for the purpose of enabling them to pass
upon such matters.
(d) The Company shall have furnished to the
Representatives a certificate of the Company, signed by the
Chairman of the Board and Chief Executive Officer or a
Senior Vice President and the principal financial or
accounting officer of the Company, dated the Closing Date,
to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Final
Prospectus and this Agreement and that to the best of their
knowledge:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the Closing Date with
the same effect as if made on the Closing Date and the
Company has complied with all the agreements and
satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing
Date;
(ii) no stop order suspending the effectiveness
of the Registration Statement, as amended, has been
issued and no proceedings for that purpose have been
instituted or threatened; and
(iii) since the date of the most recent financial
statements included in the Final Prospectus, there has
been no material adverse change in the condition
(financial or other), earnings, business or properties
of the Company and its subsidiaries, whether or not
arising from transactions in the ordinary course of
business, except as set forth in or contemplated in
the Final Prospectus.
(e) At the Closing Date, Price Waterhouse LLP shall
have furnished to the Representatives a letter or letters
(which may refer to letters previously delivered to one or
more of the Representatives), dated as of the Closing Date,
in form and substance satisfactory to the Representatives,
confirming that the response, if any, to Item 10 of the
Registration Statement is correct insofar as it relates to
them and stating in effect that:
(i) They are independent accountants within the
meaning of the Act and the Exchange Act and the
respective applicable published rules and regulations
thereunder.
(ii) In their opinion, the consolidated financial
statements of the Company and its subsidiaries audited
by them and included or incorporated by reference in
the Registration Statement and Final Prospectus comply
as to form in all material respects with the
applicable accounting requirements of the Act and the
regulations thereunder with respect to registration
statements on Form S-3 and the Exchange Act and the
regulations thereunder.
(iii) On the basis of procedures (but not an audit
in accordance with generally accepted auditing
standards) consisting of:
(a) Reading the minutes of the meetings of the
shareholders, the board of directors, executive
committee and audit committee of the Company and the
boards of directors and executive committees of its
subsidiaries as set forth in the minute books through
a specified date not more than five business days
prior to the date of delivery of such letter;
(b) Performing the procedures specified by the
American Institute of Certified Public Accountants for
a review of interim financial information as described
in SAS No. 71, Interim Financial Information, on the
unaudited condensed consolidated interim financial
statements of the Company and its consolidated
subsidiaries included or incorporated by reference in
the Registration Statement and Final Prospectus and
reading the unaudited interim financial data, if any,
for the period from the date of the latest balance
sheet included or incorporated by reference in the
Registration Statement and Final Prospectus to the
date of the latest available interim financial data;
and
(c) Making inquiries of certain officials of the
Company who have responsibility for financial and
accounting matters regarding the specific items for
which representations are requested below;
nothing has come to their attention as a result of the
foregoing procedures that caused them to believe that:
(1) the unaudited condensed consolidated interim
financial statements, included or incorporated by
reference in the Registration Statement and Final
Prospectus, do not comply as to form in all material
respects with the applicable accounting requirements
of the Exchange Act and the published rules and
regulations thereunder;
(2) any material modifications should be made to
the unaudited condensed consolidated interim financial
statements, included or incorporated by reference in
the Registration Statement and Final Prospectus, for
them to be in conformity with generally accepted
accounting principles;
(3) (i) at the date of the latest available
interim financial data and at the specified date not
more than five business days prior to the date of the
delivery of such letter, there was any change in the
capital stock or the long-term debt (other than
scheduled repayments of such debt) or any decreases in
shareholders' equity of the Company and the
subsidiaries on a consolidated basis as compared with
the amounts shown in the latest balance sheet included
or incorporated by reference in the Registration
Statement and the Final Prospectus or (ii) for the
period from the date of the latest available financial
data to a specified date not more than five business
days prior to the delivery of such letter, there was
any change in the capital stock or the long-term debt
(other than scheduled repayments of such debt) or any
decreases in shareholders' equity of the Company and
the subsidiaries on a consolidated basis, except in
all instances for changes or decreases which the
Registration Statement and Prospectus discloses have
occurred or may occur, or Price Waterhouse LLP shall
state any specific changes or decreases.
(iv) The letter shall also state that Price
Waterhouse LLP has carried out certain other specified
procedures, not constituting an audit, with respect to
certain amounts, percentages and financial information
which are included or incorporated by reference in the
Registration Statement and Final Prospectus and which
are specified by the Representatives and agreed to by
Price Waterhouse LLP, and has found such amounts,
percentages and financial information to be in
agreement with the relevant accounting, financial and
other records of the Company and its subsidiaries
identified in such letter.
In addition, at the time this Agreement is executed,
Price Waterhouse LLP shall have furnished to the
Representatives a letter or letters, dated the date of this
Agreement, in form and substance satisfactory to the
Representatives, to the effect set forth in this paragraph
(e) and in Schedule I hereto.
(f) Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Final Prospectus, there shall not have been (i) any change
or decrease specified in the letter or letters referred to
in paragraph (e) of this Section 5 or (ii) any change, or
any development involving a prospective change, in or
affecting the earnings, business or properties of the
Company and its subsidiaries the effect of which, in any
case referred to in clause (i) or (ii) above, is, in the
judgment of the Representatives, so material and adverse as
to make it impractical or inadvisable to proceed with the
offering or the delivery of the Securities as contemplated
by the Registration Statement and the Final Prospectus.
(g) Prior to the Closing Date, the Company shall have
furnished to the Representatives such further information,
certificates and documents as the Representatives may
reasonably request.
(h) The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities
arranged by the Underwriters have been approved by the
Company.
If any of the conditions specified in this Section 5 shall
not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement
shall not be in all material respects reasonably satisfactory in
form and substance to the Representatives and their counsel,
this Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing Date by
the Representatives. Notice of such cancellation shall be given
to the Company in writing or by telephone or telegraph confirmed
in writing.
6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale
of the Securities provided for herein is not consummated because
any condition to the obligations of the Underwriters set forth
in Section 5 hereof is not satisfied or because of any refusal,
inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally upon demand for all
out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by them
in connection with the proposed purchase and sale of the
Securities.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company
agrees to indemnify and hold harmless each Underwriter and each
person who controls any Underwriter within the meaning of either
the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or arise out of or
are based upon omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, or arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus, or any amendment or
supplement thereof, or arise out of or are based upon any
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that (i) the Company will not be liable in
any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with
written information furnished to the Company by or on behalf of
any Underwriter through the Representatives specifically for use
in connection with the preparation thereof, or arises out of or
is based upon statements in or omissions from that part of the
Registration Statement which shall constitute the Statement of
Eligibility and Qualification of the Trustee (Form T-1) under
the 1939 Act of either of the Trustees, and (ii) such indemnity
with respect to the Basic Prospectus or any Preliminary Final
Prospectus shall not inure to the benefit of any Underwriter (or
any person controlling such Underwriter) from whom the person
asserting any such loss, claim, damage or liability purchased
the Securities which are the subject thereof if such person did
not receive a copy of the Final Prospectus (or the Final
Prospectus as amended or supplemented) excluding documents
incorporated therein by reference at or prior to the
confirmation of the sale of such Securities to such person in
any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in the
Basic Prospectus or any Preliminary Final Prospectus was
corrected in the Final Prospectus (or the Final Prospectus as
amended or supplemented). This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person
who controls the Company within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity
from the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to
the Company by or on behalf of such Underwriter through the
Representatives specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges
that the statements set forth in the language on the cover page
required by Item 509 of Regulation S-K and under the heading
"Underwriting" or "Plan of Distribution" in any Preliminary
Final Prospectus or the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several
Underwriters for inclusion in the documents referred to in the
foregoing indemnity, and you, as the Representatives, confirm
that such statements are correct.
(c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and,
to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to
assert such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to
such indemnified party of its election so to assume the defense
of such action and approval by the indemnified party of counsel,
the indemnifying party will not be liable to such indemnified
party under this Section 7 for any legal or other expenses
subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall
have employed separate counsel in connection with the assertion
of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by the Representatives in
the case of subparagraph (a), representing the indemnified
parties under subparagraph (a) who are parties to such action),
(ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party
at the expense of the indemnifying party; and except that if
clause (i) or (iii) is applicable, such liability shall be only
in respect of the counsel referred to in such clause (i) or
(iii).
(d) To provide for just and equitable contribution in
circumstances in which the indemnification provided for in
paragraph (a) of this Section 7 is due in accordance with its
terms but is for any reason held by a court to be unavailable
from the Company on the grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or
other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and one or
more of the Underwriters may be subject in such proportion so
that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount
bears to the sum of such discount and the purchase price of the
Securities specified in Schedule I hereto and the Company is
responsible for the balance; provided, however, that (y) in no
case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the
underwriting discount applicable to the Securities purchased by
such Underwriter hereunder and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7, each person who controls an
Underwriter within the meaning of the Act shall have the same
rights to contribution as such Underwriter, and each person who
controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed
the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company,
subject in each case to clause (y) of this paragraph (d). Any
party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against
such party in respect of which a claim for contribution may be
made against another party or parties under this paragraph (d),
notify such party or parties from whom contribution may be
sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution
may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
8. DEFAULT BY AN UNDERWRITER. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set forth
opposite their names in Schedule II hereto bear to the aggregate
amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount
of Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not
purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for
such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other
documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
9. TERMINATION. This Agreement shall be subject to
termination in the absolute discretion of the Representatives,
by notice given to the Company prior to delivery of and payment
for the Securities, if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been
established on such Exchange, (ii) a banking moratorium shall
have been declared either by Federal, Florida, Georgia,
Maryland, New York, North Carolina, South Carolina, Texas or
Virginia State authorities or (iii) there shall have occurred
any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets
of the United States is such as to make it, in the judgment of
the Representatives, impracticable to market the Securities.
10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the
Company or any of the officers, directors or controlling persons
referred to in Section 7 hereof, and will survive delivery of
and payment for the Securities. The provisions of Section 6 and
7 hereof and this Section 10 shall survive the termination or
cancellation of this Agreement.
11. NOTICES. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, at the address specified in Schedule I
hereto, with a copy to: Stroock & Stroock & Lavan, Seven
Hanover Square, New York, New York 10004-2696, Attn: James R.
Tanenbaum; or, if sent to the Company, will be mailed, delivered
or telegraphed and confirmed to it at NationsBank Corporate
Center, Charlotte, North Carolina 28255, attention of the
Secretary, with a copy to each of: NationsBank Corporation,
NationsBank Corporate Center, Legal Department, NC 1007-20-1,
Charlotte, North Carolina 28255, Attn: Paul J. Polking, General
Counsel; and Smith Helms Mulliss & Moore, L.L.P., 214 North
Church Street, Charlotte, North Carolina 28202, Attn: Boyd C.
Campbell, Jr.
12. SUCCESSORS. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling
persons referred to in Section 7 hereof, and no other person
will have any right or obligation hereunder.
13. APPLICABLE LAW. This Agreement will be governed by
and construed in accordance with the internal laws of the State
of New York, without giving effect to principles of conflict of
laws.
<PAGE>
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company and the
several Underwriters.
Very truly yours,
NATIONSBANK CORPORATION
By: /S/ JOHN E. MACK
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
NATIONSBANC CAPITAL MARKETS, INC.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
MORGAN, STANLEY & CO. INCORPORATED
UBS SECURITIES LLC
By: NATIONSBANC CAPITAL MARKETS, INC.
By: /S/ MARK T. WILSON
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.<PAGE>
SCHEDULE I
Underwriting Agreement dated September 18, 1996
Registration Statement No. 333-7229
Representatives: NationsBanc Capital Markets, Inc.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan, Stanley & Co. Incorporated
UBS Securities LLC
Address of Representatives: c/o NationsBanc Capital Markets,
Inc.
100 North Tryon Street, 7th Floor
Charlotte, NC 28255
Attn: Mark T. Wilson
Title, Purchase Price and Description of Securities:
Title: 7.80% Subordinated Notes, due 2016
Principal amount: $450,000,000
Purchase price (include type of funds and accrued interest
or amortization, if applicable): 98.509%; in federal (same
day) funds, by certified or official bank check or checks
or wire transfer to an account previously designated to the
Representatives by the Company.
Sinking fund provisions: none
Redemption provisions: none
Other provisions: none
Closing Date, Time and Location: September 24, 1996, 9:30 a.m.,
New York City time, Office of Stroock & Stroock & Lavan
Certificates representing securities: Book-entry only form.
Listing: none
Delayed Delivery Arrangements: none
Additional items to be covered by the letter from Price
Waterhouse delivered pursuant to Section 5(e) at the
time this Agreement is executed: none
SCHEDULE II
Principal Amount
of Securities to
UNDERWRITERS BE PURCHASED
NationsBanc Capital Markets, Inc. . . . . . . $ 90,000,000
Lehman Brothers Inc. . . . . . . . . . . . . 90,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated. . . . . . . . . . . 90,000,000
Morgan, Stanley & Co. Incorporated. . . . . . 90,000,000
UBS Securities LLC. . . . . . . . . . . . . . 90,000,000
$ 450,000,000
===============
<PAGE>
SCHEDULE III
DELAYED DELIVERY CONTRACT
, 19
[Insert name and address
of lead Representative]
Dear Sirs:
The undersigned hereby agrees to purchase from NationsBank
Corporation (the "Company"), and the Company agrees to sell to
the undersigned, on , 19 , (the "Delivery
Date"), $ principal amount of the
Company's (the "Securities") offered by
the Company's Final Prospectus dated , 19 , receipt
of a copy of which is hereby acknowledged, at a purchase price
of % of the principal amount thereof, plus accrued interest,
if any, thereon from , 19 , to the date of
payment and delivery, and on the further terms and conditions
set forth in this contract.
Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M. on the
Delivery Date to or upon the order of the Company in New York
Clearing House (next day) funds, at your office or at such other
place as shall be agreed between the Company and the undersigned
upon delivery to the undersigned of the Securities in definitive
fully registered form and in such authorized denominations and
registered in such names as the undersigned may request by
written or telegraphic communication addressed to the Company
not less than five full business days prior to the Delivery
Date. If no request is received, the Securities will be
registered in the name of the undersigned and issued in a
denomination equal to the aggregate principal amount of
Securities to be purchased by the undersigned on the Delivery
Date.
The obligation of the undersigned to take delivery of and
make payment for Securities on the Delivery Date, and the
obligation of the Company to sell and deliver Securities on the
Delivery Date, shall be subject to the conditions (and neither
party shall incur any liability by reason of the failure
thereof) that (1) the purchase of Securities to be made by the
undersigned, which purchase the undersigned represents is not
prohibited on the date hereof, shall not on the Delivery Date be
prohibited under the laws of the jurisdiction to which the
undersigned is subject, and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of the Securities as is to
be sold to them pursuant to the Underwriting Agreement referred
to in the Final Prospectus mentioned above. Promptly after
completion of such sale to the Underwriters, the Company will
mail or deliver to the undersigned at its address set forth
below notice to such effect, accompanied by a copy of the
opinion of counsel for the Company delivered to the Underwriters
in connection therewith. The obligation of the undersigned to
take delivery of and make payment for the Securities, and the
obligation of the Company to cause the Securities to be sold and
delivered, shall not be affected by the failure of any purchaser
to take delivery of and make payment for the Securities pursuant
to other contracts similar to this contract.
This contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but
will not be assignable by either party hereto without the
written consent of the other.
It is understood that acceptance of this contract and other
similar contracts is in the Company's sole discretion and,
without limiting the foregoing, need not be on the first come,
first served basis. If this contract is acceptable to the
Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the
undersigned, as of the date first above written, when such
counterpart is so mailed or delivered.
This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York,
without giving effect to principles of conflict of laws.
Very truly yours,
-------------------------------
(Name of Purchaser)
BY:----------------------------
(Signature and Title of Officer)
--------------------------------
(Address)
Accepted:
NATIONSBANK CORPORATION
By:---------------------------
(Authorized Signature)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY)
MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE
OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
REGISTERED $_________________
NUMBER R-_
Common Code No.____________ CUSIP 638585 ___
ISIN________________________
SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
NATIONSBANK CORPORATION
_% SENIOR NOTE, DUE 2001
NATIONSBANK CORPORATION, a corporation duly organized and existing under the
laws of the State of North Carolina (herein called the "Corporation," which
term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of _______________ DOLLARS
on ___________, 2001, and to pay interest on said principal sum, semi-annually
in arrears on March 15 and September 15 of each year commencing March 15,
1997, at the rate of _% per annum, from the March 15 or September 15, as the
case may be,next preceding the date of this Note to which interest has been
paid, unless the date hereof isa date to which interest has been paid, in
which case from the date of this Note, or unless no interest has been paid on
the Notes, in which case from September __, 1996, until payment of
such principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after a record date for the Notes (which
shall be the close of business on the last day of the calendar month next
preceding an interest payment date) and before the next succeeding interest
payment date, this Note shall bear interest from such interest payment date;
provided, however, that if the Corporation shall default in the payment of
interest due on such interest payment date, then this Note shall bear
interest from the next preceding interest payment date to which interest has
been paid, or, if no interest has been paid on the Notes, from September __,
1996. The interest so payable, and punctually paid or duly provided for, on
any interest payment date will, as provided in such Indenture, be paid to the
person in whose name this Note (or one or more predecessor Notes evidencing
all or a portion of the same debt as this Note) is registered at the close of
business on the record date for such interest payment date.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the office or agency of
the Corporation in New York, New York or such other places that the
Corporation shall designate as provided in such Indenture; provided, however,
that interest may be paid, at the option of the Corporation, by check mailed
to the person entitled thereto at his address last appearing on the Security
Register of the Corporation relating to the Notes. Any interest not
punctually paid or duly provided for shall be payable as provided
in such Indenture.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set
forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee or an authenticating agent on behalf of the Trustee
by manual signature, this Note shall not be entitled to any benefit under
such Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
duly executed by manual or facsimile signature under its corporate seal or a
facsimile thereof.
Attest: NATIONSBANK CORPORATION
By: _______________________
Title: Senior Vice President
________________________________
Assistant Secretary
[CORPORATE SEAL
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
FIRST TRUST OF NEW YORK, NATIONAL
ASSOCIATION, as Trustee,
Dated: September __, 1996 By: THE BANK OF NEW YORK,
as Authenticating Agent
By: _______________________________
Authorized Signatory
[Reverse Side of Note]
NATIONSBANK CORPORATION
_% SENIOR NOTE, DUE 2001
This Note is one of a duly authorized series of Securities of the
Corporation unlimited in aggregate principal amount issued and to be issued
under an Indenture dated as of January 1, 1995 (herein called the "Indenture"),
between the Corporation and First Trust of New York, National Association, as
successor trustee to BankAmerica National Trust Company (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Corporation,
the Trustee and the holders of the Notes, and the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is also one of
the Notes designated as the Corporation's _% Senior Notes, due 2001 (herein
called the "Notes"), limited in aggregate principal amount to $500,000,000.
The Bank of New York initially has been appointed Security Registrar,
Authenticating and Paying Agent in connection with the Notes.
The Notes of this series are not subject to redemption at the option of
the Corporation or repayment at the option of the holder prior to maturity.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register of the Corporation relating to the Notes, upon surrender of this
Note for registration of transfer at the office or agency of the Corporation
designated by it pursuant to the Indenture, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Corporation and
the Trustee or the Security Registrar duly executed by, the registered holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in the
denominations of $1,000 and any integral multiple in excess thereof. As
provided in the Indenture, and subject to certain limitations therein set
forth, Notes are exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, as requested by the holder surrendering
the same.
If any interest payment date or maturity date for a Note falls on a day
that is not a Business Day, the interest payment date or maturity date will
be the following day that is a Business Day and the payment of interest or
principal will be made on such next Business Day as if it were made on the
date such payment was due and no additional interest will accrue on the
amount so payable for the period from and after such interest payment date or
maturity date.
No service charge will be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Corporation, the Trustee and any agent of the Corporation or the Trustee may
treat the person in whose name this Note is registered as the absolute owner
hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.
If an Event of Default (defined in the Indenture as (i) the Corporation's
failure to pay principal of (or premium, if any, on) any Notes when due, or to
pay interest on the Notes within 30 days after the same becomes due, (ii) the
Corporation's breach of its other covenants contained in this Note or the
Indenture, which breach is not cured within 90 days after written notice by
the Trustee or the holders of at least 25% in outstanding principal amount of
all Securities issued under the Indenture and affected thereby, and (iii)
certain events involving the bankruptcy, insolvency or liquidation of the
Corporation) shall occur with respect to the Notes, the principal of all the
Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the holders of the Notes under the Indenture at
any time by the Corporation with the consent of the holders of not less than
66-2/3% in aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding issued under the Indenture and affected by
such amendment and modification. The Indenture also contains provisions
permitting the holders of a majority in aggregate principal amount of the
Notes then outstanding and all other Securities then outstanding issued under
the Indenture and affected thereby, on behalf of the holders of all such
Securities, to waive compliance by the Corporation with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this Note shall
be conclusive and binding upon such holder and upon all future holders of
this Note and of any Note issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Corporation,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Corporation or any
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.
The Notes of this series shall be dated the date of their
authentication.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The Notes are being issued by means of a book-entry system with no
physical distribution of certificates to be made except as provided in the
Indenture. The book-entry system maintained by The Depository Trust Company
("DTC") will evidence ownership of the Notes, with transfers of ownership
effected on the records of DTC and its participants pursuant to rules and
procedures established by DTC and its participants. The Corporation will
recognize Cede & Co., as nominee of DTC, while the registered owner of the
Notes, as the owner of the Notes for all purposes, including payment of
principal and interest, notices and voting. Transfer of principal and
interest to participants of DTC will be the responsibility of DTC, and
transfer of principal and interest to beneficial owners of the Notes by
participants of DTC will be the responsibility of such participants and
other nominees of such beneficial owners. The Corporation will not be
responsible or liable for such transfers or payments or for maintaining,
supervising or reviewing the records maintained by DTC, its participants or
persons actingthrough such participants.
Transfers of Notes in Europe may be effected through the facilities of
Cedel Bank, societe anonyme, and Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system, in accordance with the
rules and procedures established by such depositories.
__________
The following abbreviations, when used in the inscription on the face of the
within Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - _________ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________ (State)
Additional abbreviations may also be used though not in the above list.
__________
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________________________________________________________
(Name and Address of Assignee, including zip code, must be printed or
typewritten.)
______________________________________________________________________________
Note, and all rights thereunder, hereby irrevocably constituting and appointing
______________________________________________________________________________
to transfer said Note on the books of the Corporation, with full power of
substitution in the premises.
Dated:_____________________
______________________________________
NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever and must be guaranteed.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
REGISTERED $___________
NUMBER R-__
Common Code No._________ CUSIP 638585_____
ISIN_____________________
SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
NATIONSBANK CORPORATION
_____% SUBORDINATED NOTE, DUE 2006
NATIONSBANK CORPORATION, a corporation duly organized and existing under
the laws of the State of North Carolina (herein called the "Corporation," which
term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of ___________ DOLLARS on ________,
2006, and to pay interest on said principal sum, semi-annually in arrears on
March 15 and September 15 of each year commencing March 15, 1997, at the rate
of _____% per annum, from the March 15 or September 15, as the case may be,
next preceding the date of this Note to which interest has been paid, unless
the date hereof is a date to which interest has been paid, in which case from
the date of this Note, or unless no interest has been paid on the Notes, in
which case from September __, 1996, until payment of such principal sum has
been made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after a record date for the Notes (which shall be the close of
business on the last day of the calendar month next preceding an interest
payment date) and before the next succeeding interest payment date, this Note
shall bear interest from such interest payment date; provided, however, that if
the Corporation shall default in the payment of interest due on such interest
payment date, then this Note shall bear interest from the next preceding
interest payment date to which interest has been paid, or, if no interest
has been paid on the Notes, from September __, 1996. The interest so payable,
and punctually paid or duly provided for, on any interest payment date will, as
provided in such Indenture, be paid to the person in whose name this Note (or
one or more predecessor Notes evidencing all or a portion of the same debt as
this Note) is registered at the close of business on the record date for
such interest payment date.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the office or agency of
the Corporation in New York, New York or such other places that the
Corporation shall designate as provided in such Indenture; provided, however,
that interest may be paid, at the option of the Corporation, by check mailed to
the person entitled thereto at his address last appearing on the Security
Register of the Corporation relating to the Notes. Any interest not
punctually paid or duly provided for shall be payable as provided in such
Indenture.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set
forth at this place.
Unless the certificate of authentication hereon has been duly executed
by or on behalf of the Trustee or an authenticating agent on behalf of the
Trustee by manual signature, this Note shall not be entitled to any benefit
under such Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
duly executed by manual or facsimile signature under its corporate seal or a
facsimile thereof.
NATIONSBANK CORPORATION
Attest:
By: ___________________________
Title: Senior Vice President
________________________________
Assistant Secretary
[CORPORATE SEAL]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: September __, 1996 THE BANK OF NEW YORK,
as Trustee,
By: _________________________
Authorized Signatory
[Reverse Side of Note]
NATIONSBANK CORPORATION
_____% SUBORDINATED NOTE, DUE 2006
This Note is one of a duly authorized series of Securities of the
Corporation unlimited in aggregate principal amount issued and to be issued
under an Indenture dated as of January 1, 1995 (herein called the "Indenture"),
between the Corporation and The Bank of New York, as Trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights thereunder of the
Corporation, the Trustee and the holders of the Notes, and the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note
is also one of the Notes designated as the Corporation's _____% Subordinated
Notes, due 2006 (herein called the "Notes"), limited in aggregate principal
amount to $550,000,000. The Trustee shall initially act as Security
Registrar, Authenticating and Paying Agent in connection with the Notes.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE NOTES,
INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE
EXTENT AND IN THE MANNER SET FORTH IN THE INDENTURE, SUBORDINATE
AND JUNIOR IN RIGHT OF PAYMENT TO ITS OBLIGATIONS TO HOLDERS OF
SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER
OF THE NOTES, BY THE ACCEPTANCE THEREOF, AGREES TO AND SHALL BE
BOUND BY SUCH PROVISIONS OF THE INDENTURE.
The Notes of this series are not subject to redemption at the option
of the Corporation or repayment at the option of the holder prior to maturity.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register of the Corporation relating to the Notes, upon surrender of this
Note for registration of transfer at the office or agency of the Corporation
designated by it pursuant to the Indenture, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Corporation
and the Trustee or the Security Registrar duly executed by, the registered
holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in the
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations, as requested by the holder surrendering the same.
If any interest payment date or maturity date for a Note falls on a day
that is not a Business Day, the interest payment date or maturity date will be
the following day that is a Business Day and the payment of interest or
principal will be made on the next Business Day as if it were made on the
date such payment was due and no additional interest will accrue
on the amount so payable for the period from and after such interest payment
date or maturity date.
No service charge will be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Corporation, the Trustee and any agent of the Corporation or the Trustee may
treat the person in whose name this Note is registered as the absolute owner
hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to
the contrary.
If an Event of Default (defined in the Indenture as certain events
involving the bankruptcy of the Corporation) shall occur with respect to the
Notes, the principal of all the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture. THERE IS NO RIGHT OF
ACCELERATION PROVIDED IN THE INDENTURE IN CASE OF A DEFAULT IN THE PAYMENT
OF INTEREST OR THE PERFORMANCE OF ANY OTHER COVENANT BY THE CORPORATION.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Corporation and the rights of the holders of the Notes under the
Indenture at any time by the Corporation with the consent of the holders of
not less than 66-2/3% in aggregate principal amount of the Notes then
outstanding and all other Securities then outstanding issued under the Indenture
and affected by such amendment and modification. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount
of the Notes then outstanding and all other Securities then outstanding
issued under the Indenture and affected thereby, on behalf of the holders of
all such Securities, to waive compliance by the Corporation with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the holder of this Note
shall be conclusive and binding upon such holder and upon all future holders
of this Note and of any Note issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and interest on this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Corporation or any
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.
The Notes of this series shall be dated the date of their authentication.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The Notes are being issued by means of a book-entry system with no
physical distribution of certificates to be made except as provided in the
Indenture. The book-entry system maintained by The Depository Trust Company
("DTC") will evidence ownership of the Notes, with transfers of ownership
effected on the records of DTC and its participants pursuant to rules and
procedures established by DTC and its participants. The Corporation will
recognize Cede & Co., as nominee of DTC, while the registered owner of the
Notes, as the owner of the Notes for all purposes, including payment of
principal and interest, notices and voting. Transfer of principal and
interest to participants of DTC will be the responsibility of DTC, and
transfer of principal and interest to beneficial owners of the Notes by
participants of DTC will be the responsibility of such participants and other
nominees of such beneficial owners. The Corporation will not be responsible
or liable for such transfers or payments or for maintaining, supervising or
reviewing the records maintained by DTC, its participants or persons acting
through such participants.
Transfers of Notes in Europe may be effected through the facilities of
Cedel Bank, societe anonyme, and Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system, in accordance with the
rules and procedures established by such depositories.
The following abbreviations, when used in the inscription on the face of
the within Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - _________ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________ (State)
Additional abbreviations may also be used though not in the above list.
__________
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
__________________________________________
______________________________________________________________________________
(Name and Address of Assignee, including zip code, must be printed or
typewritten.)
______________________________________________________________________________
Note, and all rights thereunder, hereby irrevocably constituting and appointing
______________________________________________________________________________
to transfer said Note on the books of the Corporation, with full power of
substitution in the premises.
Dated:______________
_______________________________________
NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular,
without alteration orenlargement or any change whatever and must be guaranteed.
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF NATIONSBANK CORPORATION AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
REGISTERED $_____________
NUMBER R-______
Common Code No._________ CUSIP 638585 ____
ISIN______________________
SEE REVERSE FOR CERTAIN DEFINITIONS
AND ADDITIONAL PROVISIONS
NATIONSBANK CORPORATION
_____% SUBORDINATED NOTE, DUE 2016
NATIONSBANK CORPORATION, a corporation duly organized and existing under
the laws of the State of North Carolina (herein called the "Corporation," which
term includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ___________________________________
________________ DOLLARS on __________, 2016, and to pay interest on said
principal sum, semi-annually in arrears on March 15 and September 15 of
each year commencing March 15, 1997, at the rate of _____% per annum,
from the March 15 or September 15, as the case may be, next preceding the date
of this Note to which interest has been paid, unless the date hereof is a date
to which interest has been paid, in which case from the date of this Note, or
unless no interest has been paid on the Notes, in which case from September __,
1996, until payment of such principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after a record date for
the Notes (which shall be the close of business on the last day of the calendar
month next preceding an interest payment date) and before the next succeeding
interest payment date, this Note shall bear interest from such interest payment
date; provided, however, that if the Corporation shall default in the payment
of interest due on such interest payment date, then this Note shall bear
interest from the next preceding interest payment date to which interest has
been paid, or, if no interest has been paid on the Notes, from September __,
1996. The interest so payable, and punctually paid or duly provided for, on
any interest payment date will, as provided in such Indenture, be paid to the
person in whose name this Note (or one or more predecessor Notes evidencing all
or a portion of the same debt as this Note) is registered at the close of
business on the record date for such interest payment date.
The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the office or agency of
the Corporation in New York, New York or such other places that the
Corporation shall designate as provided in such Indenture; provided,
however, that interest may be paid, at the option of the Corporation, by check
mailed to the person entitled thereto at his address last appearing on the
Security Register of the Corporation relating to the Notes. Any interest not
punctually paid or duly provided for shall be payable as provided in such
Indenture.
Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
at this place.
Unless the certificate of authentication hereon has been duly executed
by or on behalf of the Trustee or an authenticating agent on behalf of the
Trustee by manual signature, this Note shall not be entitled to any benefit
under such Indenture, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this instrument to be
duly executed by manual or facsimile signature under its corporate seal or a
facsimile thereof.
NATIONSBANK CORPORATION
Attest:
By:_______________________
Title: Senior Vice President
___________________________________
Assistant Secretary
[CORPORATE SEAL]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: September __, 1996 THE BANK OF NEW YORK,
as Trustee,
By: ___________________________
Authorized Signatory
[Reverse Side of Note]
NATIONSBANK CORPORATION
_____% SUBORDINATED NOTE, DUE 2016
This Note is one of a duly authorized series of Securities of the
Corporation unlimited in aggregate principal amount issued and to be issued
under an Indenture dated as of January 1, 1995 (herein called the
"Indenture"), between the Corporation and The Bank of New York, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder
of the Corporation, the Trustee and the holders of the Notes, and the terms
upon which the Notes are, and are to be, authenticated and delivered. This
Note is also one of the Notes designated as the Corporation's _____%
Subordinated Notes, due 2016 (herein called the "Notes"), limited in
aggregate principal amount to $350,000,000. The Trustee shall initially
act as Security Registrar, Authenticating and Paying Agent in connection with
the Notes.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE NOTES,
INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE
EXTENT AND IN THE MANNER SET FORTH IN THE INDENTURE, SUBORDINATE
AND JUNIOR IN RIGHT OF PAYMENT TO ITS OBLIGATIONS TO HOLDERS OF
SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND EACH HOLDER
OF THE NOTES, BY THE ACCEPTANCE THEREOF, AGREES TO AND SHALL BE
BOUND BY SUCH PROVISIONS OF THE INDENTURE.
The Notes of this series are not subject to redemption at the option of
the Corporation or repayment at the option of the holder prior to maturity.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Corporation relating to the Notes, upon surrender of this Note for
registration of transfer at the office or agency of the Corporation
designated by it pursuant to the Indenture, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Corporation
and the Trustee or the Security Registrar duly executed by, the registered
holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in the
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations, as requested by the holder surrendering the
same.
If any interest payment date or maturity date for a Note falls on a day
that is not a Business Day, the interest payment date or maturity date will be
the following day that is a Business Day and the payment of interest or
principal will be made on the next Business Day as if it were made on the date
such payment was due and no additional interest will accrue on the amount so
payable for the period from and after such interest payment date or maturity
date.
No service charge will be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Corporation, the Trustee and any agent of the Corporation or the Trustee may
treat the person in whose name this Note is registered as the absolute owner
hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.
If an Event of Default (defined in the Indenture as certain events
involving the bankruptcy of the Corporation) shall occur with respect to the
Notes, the principal of all the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture. THERE IS NO RIGHT OF
ACCELERATION PROVIDED IN THE INDENTURE IN CASE OF A DEFAULT IN THE PAYMENT OF
INTEREST OR THE PERFORMANCE OF ANY OTHER COVENANT BY THE CORPORATION.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the holders of the Notes under the Indenture at
any time by the Corporation with the consent of the holders of not less than
66-2/3% in aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding issued under the Indenture and affected by
such amendment and modification. The Indenture also contains provisions
permitting the holders of a majority in aggregate principal amount of the
Notes then outstanding and all other Securities then outstanding issued under
the Indenture and affected thereby, on behalf of the holders of all such
Securities, to waive compliance by the Corporation with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and interest on this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Corporation or any
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.
The Notes of this series shall be dated the date of their authentication.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The Notes are being issued by means of a book-entry system with no
physical distribution of certificates to be made except as provided in the
Indenture. The book-entry system maintained by The Depository Trust Company
("DTC") will evidence ownership of the Notes, with transfers of ownership
effected on the records of DTC and its participants
pursuant to rules and procedures established by DTC and its participants.
The Corporation will recognize Cede & Co., as nominee of DTC, while the
registered owner of the Notes, as the owner of the Notes for all purposes,
including payment of principal and interest, notices
and voting. Transfer of principal and interest to participants of DTC will be
the responsibility of DTC, and transfer of principal and interest to
beneficial owners of the Notes by participants of DTC will be the
responsibility of such participants and other nominees of such
beneficial owners. The Corporation will not be responsible or liable for
such transfers or payments or for maintaining, supervising or reviewing the
records maintained by DTC, its participants or persons acting through such
participants.
Transfers of Notes in Europe may be effected through the facilities of
Cedel Bank, societe anonyme, and Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system, in accordance with the
rules and procedures established by such depositories.
The following abbreviations, when used in the inscription on the face of
the within Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - _________ Custodian _________
(Cust) (Minor)
under Uniform Gifts to Minors
Act __________ (State)
Additional abbreviations may also be used though not in the above list.
__________
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________
______________________________________________________________________________
(Name and Address of Assignee, including zip code, must be printed or
typewritten.)
____________________________________________________________________ the within
Note, and all rights thereunder, hereby irrevocably constituting and appointing
______________________________________________________________________ Attorney
to transfer said Note on the books of the Corporation, with full power of
substitution in the premises.
Dated:__________________
__________________________________________
NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever and must be guaranteed.
RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
September 18, 1996
Approval of 7% Senior Notes, due 2001
WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of the Corporation at a meeting duly called and
held on June 26, 1996, this Committee was appointed by the Board
(the "Committee") with full authority to take action in
connection with the issuance of up to an aggregate principal
amount of $3,000,000,000 (the "Original Authorization") of the
Corporation's unsecured debt securities (either senior or
subordinated and including medium-term notes), shares of its
preferred stock, including depositary shares, and shares of its
common stock (collectively, the "Securities") to be offered at
the times and on terms to be determined by the Committee; and
WHEREAS, on June 28, 1996, the Corporation filed a Regis-
tration Statement on Form S-3, Registration No. 333-7229 (the
"Registration Statement"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended, with respect to the Securities which are to be
offered on a delayed or continuous basis, which Registration
Statement was declared effective on July 12, 1996; and
WHEREAS, as of the date hereof, no Securities have been
issued under the Registration Statement; and
WHEREAS, simultaneously herewith the Committee has
authorized the issuance of a series of $450,000,000 of the
Corporation's subordinated notes due 2006 under the Registration
Statement and the Committee has determined to authorize the
issuance of an additional series of $500,000,000 of the
Corporation's senior notes, as provided by these resolutions,
also to be issued under the Registration Statement, thereby
leaving $2,050,000,000 aggregate principal amount of Securities
unissued under the Registration Statement; and
WHEREAS, no stop order suspending the effectiveness of the
Registration Statement has been received by the Corporation and
no proceedings for that purpose have been instituted or
threatened against the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on June 26, 1996, and the terms
and provisions of the Indenture dated as of January 1, 1995 (the
"Indenture") between the Corporation and First Trust of New York,
National Association, as successor trustee to BankAmerica
National Trust Company (the "Trustee"), the Corporation shall
issue a series of its senior unsecured indebtedness consisting of
$500,000,000 in aggregate principal amount of its 7% Senior
Notes, due 2001, which series of senior notes shall be designated
"7% Senior Notes, due 2001" (the "Notes"), and which shall be
subject to the terms and entitled to the benefits of the
Indenture;
RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 7% per annum, which interest shall accrue from September
24, 1996, and shall be payable semiannually on March 15 and
September 15, commencing March 15, 1997; and the record date for
the interest payable shall be the close of business on the last
day of the calendar month next preceding each interest payment
date;
RESOLVED FURTHER, that the maturity date of the Notes shall
be September 15, 2001;
RESOLVED FURTHER, that, with respect to the Notes, a
"Business Day" shall mean any day, other than a Saturday or
Sunday or a legal holiday in New York, New York or Charlotte,
North Carolina, that is not a day on which banking institutions
in New York, New York or Charlotte, North Carolina are authorized
or required by law or regulation to be closed;
RESOLVED FURTHER, that the Notes shall be sold to
NationsBanc Capital Markets, Inc. and the other underwriters
named in Schedule II to the Underwriting Agreement hereinafter
described (collectively, the "Underwriters"), pursuant to the
terms of the Underwriting Agreement, which Underwriters the
Committee understands will reoffer the Notes for sale in a public
offering;
RESOLVED FURTHER, that the Notes shall not be eligible for
redemption or entitled to any sinking fund and shall not be
subject to the provisions of Sections 14.02 and 14.03 of the
Indenture;
RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on September 24, 1996, at a price of 99.412% of the
principal amount thereof, and that the Notes shall be initially
offered to the public at a price of 99.862% of the principal
amount thereof;
RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Notes to certain
dealers at the initial public offering price, less a concession
not in excess of .275% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .250% of such principal amount on
sales to other dealers;
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, and eligible to trade through the facilities of Cedel
Bank, societe anonyme and Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System, 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 September 24, 1996, and the form of registered global note
presented to this Committee and attached hereto as Exhibit A,
together with such modifications as are appropriate to reflect
the determinations of any Authorized Officer (hereinafter
defined), 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 Chairman of the
Board and 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 Chairman of the Board and 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 future Chairman of the Board and 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 Note 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.,
Chairman of the Board of the Corporation, John E. Mack, Senior
Vice President 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, each of the Chairman of the Board and Chief Executive
Officer, the Chief Financial Officer, any Senior Vice President
or any Associate General Counsel of the Corporation (each, an
"Authorized Officer") is hereby authorized and empowered to cause
the Notes, upon execution thereof, to be delivered to the Trustee
under the Indenture, or to any agent designated by the 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, unless and until otherwise
determined by an Authorized Officer, The Bank of New York hereby
initially is appointed the agent for the Corporation for the
registration, transfer, exchange and payment of the Notes (the
"Paying Agent"), and is authorized to be appointed by the Trustee
as authenticating agent, and that the corporate trust office of
the Paying Agent located at 101 Barclay Street, New York,
New York, hereby is designated, pursuant to the provisions of
Section 4.02 of the Indenture, as the office or agency of the
Corporation where the Notes may be presented for registration,
transfer, exchange and payment, and the proper officers of the
Corporation are hereby authorized and empowered to execute and
deliver any documents required by the Trustee under the
Indenture, or by the Paying Agent, with respect to such
appointment of The Bank of New York, or any other person as any
Authorized Officer shall determine, as Paying Agent for the
Corporation;
RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to execute and deliver on behalf of the
Corporation, and this Committee hereby approves, the form of
underwriting agreement (the "Underwriting Agreement"), dated as
of September 18, 1996, among the Corporation and the
Underwriters, in the form presented to the Committee and
attached hereto as Exhibit B relating, among other things, to the
sale of the Notes to, and the indemnification of and contribution
to, the Underwriters, and such Underwriting Agreement hereby is
in all respects authorized and approved, the execution thereof
being conclusive evidence of such approval; and
RESOLVED FURTHER, that each of the proper officers of the
Corporation hereby is authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.
RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
September 18, 1996
Approval of 7 1/2% Subordinated Notes, due 2006
WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of the Corporation at a meeting duly called and
held on September 27, 1995, this Committee was appointed by the
Board (the "Committee") with full authority to take action in
connection with the issuance of up to an aggregate principal
amount of $3,000,000,000 (the "Original Authorization") of the
Corporation's unsecured debt securities (either senior or
subordinated), shares of its preferred stock and shares of its
common stock (collectively, the "Securities") to be offered at
the times and on terms to be determined at the time of issuance
by the Committee; and
WHEREAS, on September 29, 1995, the Corporation filed a
Registration Statement on Form S-3, Registration No. 33-63097,
with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, with respect to the
Securities, which Registration Statement was amended by pre-
effective Amendment No. 1 thereto filed on November 13, 1995 and
was declared effective on November 24, 1995, and was further
amended by post-effective Amendment No. 1 thereto filed on June
28, 1996 and declared effective on July 12, 1996 (as so amended,
the "Registration Statement"); and
WHEREAS, on January 10, 1996, the Committee allocated and
designated $1,500,000,000 of the Original Authorization to the
Corporation's Medium Term Notes, Series E (the "MTN Program"),
and on March 11, 1996 and May 20, 1996 the Corporation issued
$300,000,000 and $500,000,000, respectively, of its debt
securities pursuant to the Registration Statement, leaving
$700,000,000 aggregate principal amount of Securities either
unissued or unallocated under the Registration Statement;
WHEREAS, this Committee has determined to authorize the
issuance of a series of $500,000,000 of the Corporation's
subordinated notes as provided by 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 pursuant to the
resolutions adopted by the Board on September 27, 1995, and the
terms and provisions of the Indenture dated as of January 1, 1995
(the "Indenture") between the Corporation and The Bank of New
York, as Trustee (the "Trustee"), the Corporation shall issue a
series of its subordinated unsecured indebtedness consisting of
$500,000,000 in aggregate principal amount of its 7 1/2%
Subordinated Notes, due 2006, which series of subordinated notes
shall be designated "7 1/2% Subordinated Notes, due 2006" (the
"Notes"), and which shall be subject to the terms and entitled to
the benefits of the Indenture;
RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 7 1/2% per annum, which interest shall accrue from
September 24, 1996 and shall be payable semiannually on March 15
and September 15, commencing March 15, 1997; and the record date
for the interest payable shall be the close of business on the
last day of the calendar month next preceding each interest
payment date;
RESOLVED FURTHER, that the maturity date of the Notes shall
be September 15, 2006;
RESOLVED FURTHER, that, with respect to the Notes, a
"Business Day" shall mean any day, other than a Saturday or
Sunday or a legal holiday in New York, New York or Charlotte,
North Carolina, that is not a day on which banking institutions
in New York, New York or Charlotte, North Carolina are authorized
or required by law or regulation to be closed;
RESOLVED FURTHER, that the Notes shall be sold to
NationsBanc Capital Markets, Inc. and the other underwriters
named in Schedule II to the Underwriting Agreement hereinafter
described (collectively, the "Underwriters"), pursuant to the
terms of the Underwriting Agreement, which Underwriters the
Committee understands will reoffer the Notes for sale in a public
offering;
RESOLVED FURTHER, that the Notes shall not be eligible for
redemption or entitled to any sinking fund and shall not be
subject to the provisions of Sections 14.02 and 14.03 of the
Indenture;
RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on September 24, 1996, at a price of 99.350% of the
principal amount thereof, and that the Notes shall be initially
offered to the public at a price of 100% of the principal amount
thereof;
RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Notes to certain
dealers at the initial public offering price, less a concession
not in excess of .40% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .30% of such principal amount on
sales to other dealers;
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, and eligible to trade through the facilities of Cedel
Bank, societe anonyme and Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System, 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 September 24, 1996, and the form of registered global note
presented to this Committee and attached hereto as Exhibit A,
together with such modifications as are appropriate to reflect
the determinations of the 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 Chairman of the
Board and 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 Chairman of the Board and 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 future Chairman of the Board and 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.,
Chairman of the Board of the Corporation, John E. Mack, Senior
Vice President 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, each of the Chairman of the Board and Chief Executive
Officer, the Chief Financial Officer, any Senior Vice President
or any Associate General Counsel of the Corporation (each, an
"Authorized Officer") is hereby authorized and empowered to cause
the Notes, upon execution thereof, to be delivered to the Trustee
under the Indenture, or to any agent designated by the 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, unless and until otherwise
determined by an Authorized Officer, The Bank of New York, as
Trustee, shall act as the agent for the Corporation for the
registration, transfer, exchange and payment of the Notes, and
that the corporate trust office of the Trustee located at 101
Barclay Street, New York, New York, hereby is designated,
pursuant to the provisions of Section 4.02 of the Indenture, as
the office or agency of the Corporation where the Notes may be
presented for registration, transfer, exchange and payment, and
the proper officers of the Corporation are hereby authorized and
empowered to execute and deliver any documents required by the
Trustee under the Indenture with respect to such appointment, or
by any other person as any Authorized Officer shall determine as
the agent for the Corporation for the registration, transfer,
exchange or payment of, or the authentication of, the Notes;
RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to execute and deliver on behalf of the
Corporation, and this Committee hereby approves, the form of
underwriting agreement (the "Underwriting Agreement"), dated as
of September 18, 1996, among the Corporation and the
Underwriters, in the form presented to the Committee and attached
hereto as Exhibit B, relating, among other things, to the sale of
the Notes to, and the indemnification of and contribution to, the
Underwriters, and such Underwriting Agreement hereby is in all
respects authorized and approved, the execution thereof being
conclusive evidence of such approval; and
RESOLVED FURTHER, that each of the proper officers of the
Corporation hereby is authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.
RESOLUTIONS OF COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION
September 18, 1996
Approval of 7.80% Subordinated Notes, due 2016
WHEREAS, by resolutions adopted by the Board of Directors
(the "Board") of the Corporation at a meeting duly called and
held on June 26, 1996, this Committee was appointed by the Board
(the "Committee") with full authority to take action in
connection with the issuance of up to an aggregate principal
amount of $3,000,000,000 (the "Original Authorization") of the
Corporation's unsecured debt securities (either senior or
subordinated and including medium-term notes), shares of its
preferred stock, including depositary shares, and shares of its
common stock (collectively, the "Securities") to be offered at
the times and on terms to be determined by the Committee; and
WHEREAS, on June 28, 1996, the Corporation filed a Regis-
tration Statement on Form S-3, Registration No. 333-7229 (the
"Registration Statement"), with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended, with respect to the Securities which are to be
offered on a delayed or continuous basis, which Registration
Statement was declared effective on July 12, 1996; and
WHEREAS, as of the date hereof, no Securities have been
issued under the Registration Statement; and
WHEREAS, simultaneously herewith the Committee has
authorized the issuance of an additional series of $500,000,000
of the Corporation's senior notes due 2001 under the Registration
Statement and the Committee has determined to authorize the
issuance of an additional series of $450,000,000 of the
Corporation's subordinated notes, as provided by these
resolutions, also to be issued under the Registration Statement,
thereby leaving $2,050,000,000 aggregate principal amount of
Securities unissued under the Registration Statement; and
WHEREAS, no stop order suspending the effectiveness of the
Registration Statement has been received by the Corporation and
no proceedings for that purpose have been instituted or
threatened against the Corporation;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the
resolutions adopted by the Board on June 26, 1996, and the terms
and provisions of the Indenture dated as of January 1, 1995 (the
"Indenture") between the Corporation and The Bank of New York, as
Trustee (the "Trustee"), the Corporation shall issue a series of
its subordinated unsecured indebtedness consisting of
$450,000,000 in aggregate principal amount of its 7.80%
Subordinated Notes, due 2016, which series of subordinated notes
shall be designated "7.80% Subordinated Notes, due 2016" (the
"Notes"), and which shall be subject to the terms and entitled to
the benefits of the Indenture;
RESOLVED FURTHER, that the Notes shall bear interest at the
rate of 7.80% per annum, which interest shall accrue from
September 24, 1996, and shall be payable semiannually on March 15
and September 15, commencing March 15, 1997; and the record date
for the interest payable shall be the close of business on the
last day of the calendar month next preceding each interest
payment date;
RESOLVED FURTHER, that the maturity date of the Notes shall
be September 15, 2016;
RESOLVED FURTHER, that, with respect to the Notes, a
"Business Day" shall mean any day, other than a Saturday or
Sunday or a legal holiday in New York, New York or Charlotte,
North Carolina, that is not a day on which banking institutions
in New York, New York or Charlotte, North Carolina are authorized
or required by law or regulation to be closed;
RESOLVED FURTHER, that the Notes shall be sold to
NationsBanc Capital Markets, Inc. and the other underwriters
named in Schedule II to the Underwriting Agreement hereinafter
described (collectively, the "Underwriters"), pursuant to the
terms of the Underwriting Agreement, which Underwriters the
Committee understands will reoffer the Notes for sale in a public
offering;
RESOLVED FURTHER, that the Notes shall not be eligible for
redemption or entitled to any sinking fund and shall not subject
to the provisions of Sections 14.02 and 14.03 of the Indenture;
RESOLVED FURTHER, that the Notes shall be sold to the
Underwriters on September 24, 1996, at a price of 98.509% of the
principal amount thereof, and that the Notes shall be initially
offered to the public at a price of 99.384% of the principal
amount thereof;
RESOLVED FURTHER, that the Committee was advised by the
Underwriters that they will initially offer the Notes to certain
dealers at the initial public offering price, less a concession
not in excess of .50% of the principal amount of the Notes, and
that the Underwriters may allow, and such dealers may reallow, a
concession not in excess of .35% of such principal amount on
sales to other dealers;
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, and eligible to trade through the facilities of Cedel
Bank, societe anonyme and Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System, 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 September 24, 1996, and the form of registered global note
presented to this Committee and attached hereto as Exhibit A,
together with such modifications as are appropriate to reflect
the determinations of any Authorized Officer (as hereinafter
defined), 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 Chairman of the
Board and 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 Chairman of the Board and 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 future Chairman of the Board and 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.,
Chairman of the Board of the Corporation, John E. Mack, Senior
Vice President 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, each of the Chairman of the Board and Chief Executive
Officer, the Chief Financial Officer, any Senior Vice President
or any Associate General Counsel of the Corporation (each, an
"Authorized Officer") is hereby authorized and empowered to cause
the Notes, upon execution thereof, to be delivered to the Trustee
under the Indenture, or to any agent designated by the 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, unless and until otherwise
determined by an Authorized Officer, The Bank of New York, as
Trustee, shall act as the agent for the Corporation for the
registration, transfer, exchange and payment of the Notes, and
that the corporate trust office of the Trustee located at 101
Barclay Street, New York, New York, hereby is designated,
pursuant to the provisions of Section 4.02 of the Indenture, as
the office or agency of the Corporation where the Notes may be
presented for registration, transfer, exchange and payment, and
the proper officers of the Corporation are hereby authorized and
empowered to execute and deliver any documents required by the
Trustee under the Indenture with respect to such appointment, or
by any other person as any Authorized Officer shall determine as
the agent for the Corporation for the registration, transfer,
exchange or payment of, or the authentication of, the Notes;
RESOLVED FURTHER, that any Authorized Officer is hereby
authorized and empowered to execute and deliver on behalf of the
Corporation, and this Committee hereby approves, the form of
underwriting agreement (the "Underwriting Agreement"), dated as
of September 18, 1996, among the Corporation and the
Underwriters, in the form presented to the Committee and attached
hereto as Exhibit B, relating, among other things, to the sale of
the Notes to, and the indemnification of and contribution to, the
Underwriters, and such Underwriting Agreement hereby is in all
respects authorized and approved, the execution thereof being
conclusive evidence of such approval; and
RESOLVED FURTHER, that each of the proper officers of the
Corporation hereby is authorized and directed to do any and all
things necessary, appropriate or convenient to carry into effect
the foregoing resolutions.
NationsBank Corporation
NationsBank Corporate Center
Charlotte, NC 28255
NATIONSBANK NEWS RELEASE
FOR IMMEDIATE RELEASE
Sept. 18, 1996 -- NationsBank today said it has entered into
agreements for the underwritten public offering of $1.45 billion
in non-callable notes to be issued in three separate series:
* $500 million in five-year senior notes due September 2001;
* $500 million in 10-year subordinated notes due September 2006;
* $450 million in 20-year subordinated notes due September 2016.
The notes will be sold under shelf registrations for corporate
debt securities and preferred and common stock previously
declared effective by the Securities and Exchange Commission.
Net proceeds from the sale of the notes will be used in
connection with the merger with Boatmen's Bancshares Inc., a
transaction announced Aug. 30.
The 5-year senior notes have a coupon interest rate of 7 percent
and wil be sold by underwriters led by NationsBanc Capital
Markets, Inc., Chase Securities Inc., CS First Boston, Goldman,
Sachs & Co., and Stephens Inc. Closing is scheduled for Sept.
24, 1996.
The 10-year notes have a coupon interest rate of 7 1/2 percent,
and the 20-year notes have a coupon interest rate of 7.80
percent. Both subordinated note issues will be sold through
underwriters led by NationsBanc Capital Markets, Inc., Lehman
Brothers, Merrill Lynch & Co., Morgan Stanley & Co., and UBS
Securities. Closing is scheduled for Sept. 24, 1996.
NationsBank Corporation is the fifth-largest U.S. banking
company, with $192 billion in assets at June 30, 1996, and full-
service banking centers in nine states and the District of
Columbia.
# # #
Media contact: Martha Larsh (704) 388-4379
