<PAGE>
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
NATIONSBANK CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NORTH CAROLINA 56-0906609
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
NATIONSBANK CORPORATE CENTER 28255
100 NORTH TRYON STREET (Zip Code)
CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)
-----------------------------
NATIONSBANK CORPORATION 1996 ASSOCIATES
STOCK OPTION AWARD PLAN
(Full Title of the Plan)
------------------------------
PAUL J. POLKING, ESQ.
GENERAL COUNSEL
NATIONSBANK CORPORATION
NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28255
(Name and Address of Agent for Service)
(704) 386-5000
(Telephone Number, Including Area Code, of Agent for Service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE(1) FEE
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
COMMON STOCK 4,000,000 SHARES $56.50 $226,000,000 $68,485
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
(1) DETERMINED ON THE BASIS OF THE AVERAGE OF THE HIGH AND LOW PRICES OF THE
COMMON STOCK REPORTED ON THE NEW YORK STOCK EXCHANGE COMPOSITE
TRANSACTIONS LIST ON MARCH 31, 1997 IN ACCORDANCE WITH RULE 457(C) UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), SOLELY FOR
THE PURPOSE OF CALCULATING THE REGISTRATION FEE PURSUANT TO RULE 457(H)
UNDER THE SECURITIES ACT.
================================================================================
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E to Form S-8 under the Securities Act,
with respect to the registration of additional securities of the same class as
securities for which a Registration Statement on Form S-8 relating to the same
employee benefit plan is effective, the Registrant hereby incorporates by this
reference herein the contents of its earlier Registration Statements on Form
S-8 (Registration No. 333-07105 and Registration No. 333-20913) and hereby
deems such contents to be a part hereof, except as otherwise updated or
modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been heretofore filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) The Registrant's Current Reports on Form 8-K filed January
16, 1997, February 3, 1997 and March 28, 1997; and
(c) The description of the Registrant's Common Stock contained
in its registration statement filed pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating such description,
including the Corporation's Current Report on Form 8-K filed on January 16,
1997.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The Registrant will provide without charge to each person to whom a
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein by
II-1
<PAGE>
reference (other than exhibits to such documents which are not specifically
incorporated by reference in such documents). Written requests for such copies
should be directed to Charles J. Cooley, Principal Corporate Personnel Officer,
NationsBank Corporation, NationsBank Corporate Center, 100 North Tryon Street,
Charlotte, North Carolina 28255. Telephone requests may be directed to (704)
386-5000.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C>
5.1 Opinion of Charles M. Berger, Esq., Associate General Counsel of the Registrant, as
to the legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Charles M. Berger, Esq., Associate General Counsel of the Registrant
(included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.
99.1 Form of Amendment to NationsBank Corporation 1996 Associates Stock Option Award Plan.
</TABLE>
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on April 1, 1997.
NATIONSBANK CORPORATION
By: */s/Hugh L. McColl, Jr.
Hugh L. McColl, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C> <C>
*/s/ Hugh L. McColl, Jr. Chief Executive Officer and Director April 1 , 1997
- --------------------------- -----
Hugh L. McColl, Jr. (Principal Executive Officer)
*/s/ James H. Hance, Jr. Vice Chairman and April 1 , 1997
- --------------------------- -----
James H. Hance, Jr. Chief Financial Officer
(Principal Financial Officer)
*/s/ Marc D. Oken Executive Vice President and April 1 , 1997
- --------------------------- -----
Marc D. Oken Chief Accounting Officer
(Principal Accounting Officer)
*/s/ Andrew B. Craig, III Chairman of the Board April 1 , 1997
- --------------------------- -----
Andrew B. Craig, III and Director
*/s/ Ronald W. Allen Director April 1 , 1997
- ---------------------------- -----
Ronald W. Allen
*/s/ Ray C. Anderson Director April 1 , 1997
- ---------------------------- -----
Ray C. Anderson
*/s/ William M. Barnhardt Director April 1 , 1997
- --------------------------- -----
William M. Barnhardt
II-3
<PAGE>
*/s/ B.A. Bridgewater, Jr. Director April 1 , 1997
- --------------------------- -----
B. A. Bridgewater, Jr.
*/s/ Thomas E. Capps Director April 1 , 1997
- --------------------------- -----
Thomas E. Capps
*/s/ Charles W. Coker Director April 1 , 1997
- --------------------------- -----
Charles W. Coker
*/s/ Thomas G. Cousins Director April 1 , 1997
- --------------------------- -----
Thomas G. Cousins
*/s/ Alan T. Dickson Director April 1 , 1997
- --------------------------- -----
Alan T. Dickson
*/s/ W. Frank Dowd, Jr. Director April 1 , 1997
- --------------------------- -----
W. Frank Dowd, Jr.
*/s/ Paul Fulton Director April 1 , 1997
- --------------------------- -----
Paul Fulton
*/s/ Timothy L. Guzzle Director April 1 , 1997
- --------------------------- -----
Timothy L. Guzzle
*/s/ C. Ray Holman Director April 1 , 1997
- --------------------------- -----
C. Ray Holman
*/s/ W.W. Johnson Director April 1 , 1997
- --------------------------- -----
W. W. Johnson
*/s/ Russell W. Meyer, Jr. Director April 1 , 1997
- --------------------------- -----
Russell W. Meyer, Jr.
*/s/ John J. Murphy Director April 1 , 1997
- --------------------------- -----
John J. Murphy
*/s/ Richard B. Priory Director April 1 , 1997
- --------------------------- -----
Richard B. Priory
II-4
<PAGE>
*/s/ John C. Slane Director April 1 , 1997
- --------------------------- -----
John C. Slane
*/s/ O. Temple Sloan, Jr. Director April 1 , 1997
- --------------------------- -----
O. Temple Sloan, Jr.
*/s/ John W. Snow Director April 1 , 1997
- --------------------------- -----
John W. Snow
*/s/ Meredith R. Spangler Director April 1 , 1997
- --------------------------- -----
Meredith R. Spangler
*/s/ Robert H. Spilman Director April 1 , 1997
- --------------------------- -----
Robert H. Spilman
*/s/ Albert E. Suter Director April 1 , 1997
- --------------------------- -----
Albert E. Suter
*/s/ Ronald Townsend Director April 1 , 1997
- --------------------------- -----
Ronald Townsend
*/s/ Jackie M. Ward Director April 1 , 1997
- --------------------------- -----
Jackie M. Ward
*/s/ Virgil R. Williams Director April 1 , 1997
- --------------------------- -----
Virgil R. Williams
* By: /s/ Charles M. Berger
Charles M. Berger
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
<S> <C>
5.1 Opinion of Charles M. Berger, Esq., Associate General Counsel of the Registrant, as to
the legality of the securities being registered.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Charles M. Berger, Esq., Associate General Counsel of the Registrant
(included in Exhibit 5.1).
24.1 Power of Attorney and Certified Resolutions.
99.1 Form of Amendment to NationsBank Corporation 1996 Associates Stock Option Award Plan.
</TABLE>
<PAGE>
NationsBank Corporation
Legal Department
NationsBank Corporate Center
NC1-007-20-01
Charlotte, NC 28255
NATIONSBANK EXHIBIT 5.1
April 1, 1997
Board of Directors
NationsBank Corporation
NationsBank Corporate Center
Charlotte, North Carolina 28255
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act of 1933,
as amended, of 4,000,000 shares (the "Shares") of the common stock of
NationsBank Corporation to be issued pursuant to the terms of the NationsBank
Corporation 1996 Associates Stock Option Award Plan (the "Plan"), I have
examined such corporate records and other documents, and have reviewed such
matters of law as I have deemed necessary or appropriate for this opinion. Based
on such examination and review, it is my opinion that the Shares have been duly
and validly authorized and, when issued and paid for in accordance with and upon
the terms and conditions of the Plan, will be validly issued, fully paid and
nonassessable.
I consent to being named in the Registration Statement on Form S-8 covering the
Shares as the attorney who passed upon the legality of the Shares, and to the
filing of a copy of this opinion as an exhibit to such Registration Statement on
Form S-8.
Very truly yours,
/s/ Charles M. Berger
Charles M. Berger
Associate General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 10, 1997, which appears
on page 48 of the NationsBank Corporation 1996 Annual Report
to Shareholders, which is incorporated by reference in the NationsBank
Corporation Annual Report on Form 10-K for the year ended December 31, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Charlotte, North Carolina
April 1, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of NationsBank Corporation pertaining to its 1996 Associates Stock
Option Award Plan of our report dated January 13, 1997, with respect to the
consolidated financial statements of Boatmen's Bancshares, Inc. included in
the Current Report on Form 8-K dated March 28, 1997, of NationsBank Corporation,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
St. Louis, Missouri
March 28, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of NationsBank
Corporation, and the several undersigned Officers and Directors thereof whose
signatures appear below, hereby makes, constitutes and appoints James W. Kiser
and Charles M. Berger, and each of them acting individually, its, his and her
true and lawful attorneys with power to act without any other and with full
power of substitution, to execute, deliver and file in its, his and her name and
on its, his and her behalf, and in each of the undersigned Officer's and
Director's capacity or capacities as shown below, (a) one or more Registration
Statements of NationsBank Corporation on Form S-8 relating to the issuance of up
to 25,000,000 shares of the Common Stock of NationsBank Corporation pursuant to
the NationsBank Corporation 1996 Associates Stock Option Award Plan and any and
all documents in support thereof or supplemental thereto and any and all
amendments, including any and all post-effective amendments, to the foregoing
(hereinafter called the "Registration Statements"), and (b) such registration
statements, petitions, applications, consents to service of process or other
instruments, any and all documents in support thereof or supplemental thereto,
and any and all amendments or supplements to the foregoing, as may be necessary
or advisable to qualify or register the securities covered by said Registration
Statements under such securities laws, regulations or requirements as may be
applicable; and each of NationsBank Corporation and said Officers and Directors
hereby grants to said attorneys, and to each of them, full power and authority
to do and perform each and every act and thing whatsoever as said attorneys or
attorney may deem necessary or advisable to carry out fully the intent of this
power of attorney to the same extent and with the same effect as NationsBank
Corporation might or could do, and as each of said Officers and Directors might
or could do personally in his or her capacity or capacities as aforesaid, and
each of NationsBank Corporation and said Officers and Directors hereby ratifies
and confirms all acts and things which said attorneys or attorney might do or
cause to be done by virtue of this power of attorney and its, his or her
signature as the same may be signed by said attorneys or attorney, or any of
them, to any or all of the following (and/or any and all amendments and
supplements to any or all thereof): such Registration Statements under the
Securities Act of 1933, as amended, and all such registration statements,
petitions, applications, consents to service of process and other instruments,
and any and all documents in support thereof or supplemental thereto, under such
securities laws, regulations and requirements as may be applicable.
IN WITNESS WHEREOF, NationsBank Corporation has caused this power of
attorney to be signed on its behalf, and each of the undersigned Officers and
Directors in the capacity or capacities noted has hereunto set his or her hand
as of the date indicated below.
NATIONSBANK CORPORATION
By: /s/ Hugh L. McColl, Jr.
Hugh L. McColl, Jr.
Chief Executive Officer
Dated: January 22, 1997
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C> <C>
/s/ Hugh L. McColl, Jr. Chief Executive Officer and Director January 22, 1997
- ------------------------------------
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ James H. Hance, Jr. Vice Chairman and January 22, 1997
- ----------------------------
James H. Hance, Jr. Chief Financial Officer
(Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and January 22, 1997
- ------------------------------------
Marc D. Oken Chief Accounting Officer
(Principal Accounting Officer)
/s/ Andrew B. Craig, III Chairman of the Board January 22, 1997
- ------------------------------------
Andrew B. Craig, III and Director
/s/ Ronald W. Allen Director January 22, 1997
- ---------------------------
Ronald W. Allen
/s/ Ray C. Anderson Director January 22, 1997
- ---------------------------
Ray C. Anderson
/s/ William M. Barnhardt Director January 22, 1997
- ------------------------------------
William M. Barnhardt
/s/ B. A. Bridgewater, Jr. Director January 22, 1997
- ------------------------------------
B. A. Bridgewater, Jr.
/s/ Thomas E. Capps Director January 22, 1997
- ---------------------------
Thomas E. Capps
/s/ Charles W. Coker Director January 22, 1997
- ---------------------------
Charles W. Coker
/s/ Thomas G. Cousins Director January 22, 1997
- ---------------------------
Thomas G. Cousins
/s/ Alan T. Dickson Director January 22, 1997
- ---------------------------
Alan T. Dickson
<PAGE>
/s/ W. Frank Dowd, Jr. Director January 22, 1997
- ------------------------------------
W. Frank Dowd, Jr.
/s/ Paul Fulton Director January 22, 1997
- ------------------------------------
Paul Fulton
/s/ Timothy L. Guzzle Director January 22, 1997
- ---------------------------
Timothy L. Guzzle
/s/ C. Ray Holman Director January 22, 1997
- ------------------------------------
C. Ray Holman
/s/ W. W. Johnson Director January 22, 1997
- ------------------------------------
W. W. Johnson
/s/ Russell W. Meyer, Jr. Director January 22, 1997
- ------------------------------------
Russell W. Meyer, Jr.
/s/ John J. Murphy Director January 22, 1997
- ---------------------------
John J. Murphy
/s/ Richard B. Priory Director January 22, 1997
- ---------------------------
Richard B. Priory
/s/ John C. Slane Director January 22, 1997
- ------------------------------------
John C. Slane
/s/ O. Temple Sloan, Jr. Director January 22, 1997
- ------------------------------------
O. Temple Sloan, Jr.
/s/ John W. Snow Director January 22, 1997
- ------------------------------------
John W. Snow
/s/ Meredith R. Spangler Director January 22, 1997
- ------------------------------------
Meredith R. Spangler
/s/ Robert H. Spilman Director January 22, 1997
- ---------------------------
Robert H. Spilman
/s/ Albert E. Suter Director January 22, 1997
- ------------------------------------
Albert E. Suter
<PAGE>
/s/ Ronald Townsend Director January 22, 1997
- ---------------------------
Ronald Townsend
/s/ E. Craig Wall, Jr. Director January 22, 1997
- ------------------------------------
E. Craig Wall, Jr.
/s/ Jackie M. Ward Director January 22, 1997
- ---------------------------
Jackie M. Ward
/s/ Virgil R. Williams Director January 22, 1997
- ------------------------------------
Virgil R. Williams
</TABLE>
<PAGE>
PREAMBLES AND RESOLUTIONS TO BE ADOPTED BY BOARD OF DIRECTORS OF NATIONSBANK
CORPORATION AT ITS MEETING ON WEDNESDAY, MARCH 26, 1997 WITH RESPECT TO THE 1996
ASSOCIATES STOCK OPTION AWARD PLAN
WHEREAS, the Corporation sponsors the NationsBank Corporation 1996
Associates Stock Option Award Plan (the "Plan") and the NationsBank Corporation
1996 Associates Stock Option Award Subplan for Persons Employed in the United
Kingdom (the "UK Subplan"); and
WHEREAS, under the terms of the Plan as currently in effect, no
additional options are to be granted under the Plan for associates hired after
July 1, 1996 because during March 1997 the common stock of the Corporation
achieved a closing price of $60 per share for ten consecutive trading days; and
WHEREAS, in the opinion of the members of the Board of Directors, it is
desirable and in the best interests of the Corporation that the Plan be amended
in the form attached hereto as Exhibit A to provide for an additional grant
under the Plan on April 1, 1997 for associates who have been hired after July 1,
1996;
NOW, THEREFORE, BE IT RESOLVED, that the amendment to the NationsBank
Corporation 1996 Associates Stock Option Award Plan in the form attached hereto
as Exhibit A be, and the same hereby is, authorized, adopted and approved; and
FURTHER RESOLVED, that the Principal Corporate Personnel Officer be,
and he hereby is, authorized and directed to establish the stock price vesting
triggers set forth in Paragraph 21(d)(i) and (ii) of the Plan as amended by the
instrument attached hereto as Exhibit A within the following guidelines: (1) the
50% vesting trigger set forth in Paragraph 21(d)(i) of the Plan as amended shall
not be less than 120% nor more than 130% of the closing price of the
Corporation's common stock on April 1, 1997 and (2) the 100% vesting trigger set
forth in Paragraph 21(d)(ii) of the Plan as amended shall not be less than 140%
nor more than 160% of the closing price of the Corporation's common stock on
April 1, 1997; and
FURTHER RESOLVED, that upon establishing the common stock vesting
triggers as described above and revising the amendment to the Plan attached
hereto as Exhibit A accordingly, the Principal Corporate Personnel Officer of
the Corporation be, and he hereby is, authorized and directed to execute on
behalf of the Corporation the amendment to the Plan attached hereto as Exhibit
A; and
<PAGE>
FURTHER RESOLVED, that the proper officers of the Corporate Personnel
Group be, and they hereby are, authorized and directed to cause the UK Subplan
to be amended consistent with the amendment to the Plan as approved above and to
cause such amendment to the UK Subplan to be submitted for approval by the
United Kingdom's Inland Revenue; and
FURTHER RESOLVED, that the proper officers of the Corporation be, and
the same hereby are, authorized and directed to take such other or further
actions as they deem necessary or appropriate to carry out the full intent and
purpose of the foregoing resolutions; and
FURTHER RESOLVED, that any action authorized by any of the foregoing
resolutions which has been taken prior to the date hereof be, and the same
hereby is, ratified and confirmed in all respects.
<PAGE>
EXHIBIT A
NATIONSBANK CORPORATION
1996 ASSOCIATES STOCK OPTION AWARD PLAN
Instrument of Amendment
THIS INSTRUMENT OF AMENDMENT (the "Instrument") is executed as of the
1st day of April, 1997 by NATIONSBANK CORPORATION, a North Carolina corporation
(the "Corporation").
Statement of Purpose
The Corporation and its subsidiary corporations (collectively, the
"Participating Employers") sponsor the NationsBank Corporation 1996 Associates
Stock Option Award Plan (the "Plan"). Under the terms of the Plan as currently
in effect, no additional options are to be granted under the Plan for associates
hired after July 1, 1996 because during March 1997 the common stock of the
Corporation achieved a closing price of $60 per share for ten consecutive
trading days. The Participating Employers desire to amend the Plan as set forth
herein to provide an additional grant on April 1, 1997 for associates hired
after July 1, 1996. The amendment set forth herein has been approved by the
Board of Directors of the Corporation.
NOW, THEREFORE, the Plan is hereby amended as follows effective as of
the date hereof:
1. The following Paragraph 21 is added to the end of the Plan:
"21. APRIL 1, 1997 GRANT DATE:
On March 3, 1997, the Common Stock achieved a Closing Price of
at least sixty dollars ($60) per share for ten consecutive trading
days. As a result, no additional Options are to be granted under the
Plan for the July 1, 1997 Grant Date or any subsequent Grant Dates.
Notwithstanding the foregoing, this Paragraph 21 sets forth the terms
and provisions for a special one-time grant of Options under the Plan
to certain associates on April 1, 1997 (the "1997 Grant Date"):
(a) Subject to the provisions of Paragraph 4(b)
through (e) above, the persons eligible to receive an Option
grant on the 1997 Grant Date (the "1997 Eligible Associates")
shall be each associate of a Participating Employer who is
benefits eligible and who is actively employed on the 1997
Grant Date in any one of the positions set forth
<PAGE>
in Paragraph 4(a) above and, in addition, who either (1) has
not previously been granted an Option under the Plan or (2)
has previously been granted an Option under the Plan but the
Option was forfeited or terminated without having been
exercised to any extent.
(b) The number of shares of Common Stock to be
covered by the Option granted to a 1997 Eligible Associate on
the 1997 Grant Date shall be determined as follows:
Position on the # of Shares Covered
1997 Grant Date By Option
Vice President .......................... 800
Asst. Vice President ................... 600
Officer below level of Asst.
Vice President ................ 400
Full-time associate who is
not an officer ................ 400
Part-time associate who is
not an officer ................ 200
Notwithstanding any provision of the Plan to the contrary, no
1997 Eligible Associate shall be granted more than one Option
on the 1997 Grant Date, regardless of whether on the 1997
Grant Date such 1997 Eligible Associate is employed by more
than one Participating Employer. With respect to an associate
who the Committee has determined to be a 1997 Eligible
Associate pursuant to Paragraph 4(d), the Committee shall have
final authority to determine the number of shares to be
covered by such 1997 Eligible Associate's Option in accordance
with the foregoing table. Any change in a 1997 Eligible
Associate's job status or position with the Participating
Employers after the 1997 Grant Date shall not affect the grant
of an Option to such 1997 Eligible Associate or any rights
thereunder except as otherwise expressly provided in the Plan.
(c) The option exercise price for each share of
Common Stock covered by an Option granted on the 1997 Grant
Date shall be the Closing Price of the Common Stock on the
1997 Grant Date.
(d) Options granted on the 1997 Grant Date shall be
subject to the vesting/termination provisions of Paragraph 8
above (other than Paragraph 8(b) which shall not apply with
respect to such Options) except that, subject to the
provisions of Paragraph 14 and Paragraph 19, an Option granted
on the 1997 Grant Date shall vest prior to July 1, 2000 only
as follows:
(i) The Option shall become fifty percent
(50%) vested if both (A) the Closing Price of the
Common Stock equals or exceeds $____ (subject to
adjustment pursuant to Paragraph 14) for at least ten
(10) consecutive trading days prior to July 1, 2000
and (B) the optionee remains employed with the
Participating Employers through at least April 1,
1998.
<PAGE>
(ii) The Option shall become one hundred
percent (100%) vested if both (A) the Closing Price
of the Common Stock equals or exceeds $____ (subject
to adjustment pursuant to Paragraph 14) for at least
ten (10) consecutive trading days prior to July 1,
2000 and (B) the optionee remains employed with the
Participating Employers through at least April 1,
1998.
(iii) Notwithstanding the foregoing and
consistent with the provisions of Paragraph 8(d), the
Option shall become one hundred percent (100%) vested
prior to July 1, 2000 if the optionee's employment
with the Participating Employers terminates as a
result of the optionee's death, disability (as
defined in Paragraph 8) or retirement (as defined in
Paragraph 8); provided, however, that if such death,
disability or retirement occurs before April 1, 1998,
the Option shall be exercisable only during the
ninety (90) day period beginning on April 1, 1998.
Except for the foregoing special terms and provisions, Options granted
on the 1997 Grant Date shall be subject to the terms and provisions of
the Plan without regard to the provisions of this Paragraph 21."
2. Except as expressly or by necessary implication amended hereby, the
Plan shall continue in full force and effect.
IN WITNESS WHEREOF, the Corporation, on behalf of the Participating
Employers, has caused this Instrument to be executed by its duly authorized
officer as of the day and year first above written.
NATIONSBANK CORPORATION
By:_______________________________
C. J. Cooley, Executive Vice President
"Corporation"
<PAGE>
CERTIFICATE OF SECRETARY
I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank Corporation,
a corporation duly organized and existing under the laws of the State of North
Carolina, do hereby certify that the foregoing is a true and correct copy of
resolutions duly adopted by a majority of the entire Board of Directors of said
corporation at a meeting of said Board of Directors held March 26, 1997, at
which meeting a quorum was present and acted throughout and that said
resolutions are in full force and effect and have not been amended or rescinded
as of the date hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of
said corporation this 1st day of April, 1997.
(CORPORATE SEAL)
/s/ Allison L. Gilliam
Allison L. Gilliam
Assistant Secretary
<PAGE>
<PAGE>
EXHIBIT 99.1
NATIONSBANK CORPORATION
1996 ASSOCIATES STOCK OPTION AWARD PLAN
Instrument of Amendment
THIS INSTRUMENT OF AMENDMENT (the "Instrument") is executed as of the
1st day of April, 1997 by NATIONSBANK CORPORATION, a North Carolina corporation
(the "Corporation").
Statement of Purpose
The Corporation and its subsidiary corporations (collectively, the
"Participating Employers") sponsor the NationsBank Corporation 1996 Associates
Stock Option Award Plan (the "Plan"). Under the terms of the Plan as currently
in effect, no additional options are to be granted under the Plan for associates
hired after July 1, 1996 because during March 1997 the common stock of the
Corporation achieved a closing price of $60 per share for ten consecutive
trading days. The Participating Employers desire to amend the Plan as set forth
herein to provide an additional grant on April 1, 1997 for associates hired
after July 1, 1996. The amendment set forth herein has been approved by the
Board of Directors of the Corporation.
NOW, THEREFORE, the Plan is hereby amended as follows effective as of
the date hereof:
1. The following Paragraph 21 is added to the end of the Plan:
"21. APRIL 1, 1997 GRANT DATE:
On March 3, 1997, the Common Stock achieved a Closing Price of
at least sixty dollars ($60) per share for ten consecutive trading
days. As a result, no additional Options are to be granted under the
Plan for the July 1, 1997 Grant Date or any subsequent Grant Dates.
Notwithstanding the foregoing, this Paragraph 21 sets forth the terms
and provisions for a special one-time grant of Options under the Plan
to certain associates on April 1, 1997 (the "1997 Grant Date"):
(a) Subject to the provisions of Paragraph 4(b)
through (e) above, the persons eligible to receive an Option
grant on the 1997 Grant Date (the "1997 Eligible Associates")
shall be each associate of a Participating Employer who is
benefits eligible and who is actively employed on the 1997
Grant Date in any one of the positions set forth
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in Paragraph 4(a) above and, in addition, who either (1) has
not previously been granted an Option under the Plan or (2)
has previously been granted an Option under the Plan but the
Option was forfeited or terminated without having been
exercised to any extent.
(b) The number of shares of Common Stock to be
covered by the Option granted to a 1997 Eligible Associate on
the 1997 Grant Date shall be determined as follows:
Position on the # of Shares Covered
1997 Grant Date By Option
Vice President ...........................800
Asst. Vice President .....................600
Officer below level of Asst.
Vice President ..................400
Full-time associate who is
not an officer .................400
Part-time associate who is
not an officer .................200
Notwithstanding any provision of the Plan to the contrary, no
1997 Eligible Associate shall be granted more than one Option
on the 1997 Grant Date, regardless of whether on the 1997
Grant Date such 1997 Eligible Associate is employed by more
than one Participating Employer. With respect to an associate
who the Committee has determined to be a 1997 Eligible
Associate pursuant to Paragraph 4(d), the Committee shall have
final authority to determine the number of shares to be
covered by such 1997 Eligible Associate's Option in accordance
with the foregoing table. Any change in a 1997 Eligible
Associate's job status or position with the Participating
Employers after the 1997 Grant Date shall not affect the grant
of an Option to such 1997 Eligible Associate or any rights
thereunder except as otherwise expressly provided in the Plan.
(c) The option exercise price for each share of
Common Stock covered by an Option granted on the 1997 Grant
Date shall be the Closing Price of the Common Stock on the
1997 Grant Date.
(d) Options granted on the 1997 Grant Date shall be
subject to the vesting/termination provisions of Paragraph 8
above (other than Paragraph 8(b) which shall not apply with
respect to such Options) except that, subject to the
provisions of Paragraph 14 and Paragraph 19, an Option granted
on the 1997 Grant Date shall vest prior to July 1, 2000 only
as follows:
(i) The Option shall become fifty percent
(50%) vested if both (A) the Closing Price of the
Common Stock equals or exceeds $____ (subject to
adjustment pursuant to Paragraph 14) for at least ten
(10) consecutive trading days prior to July 1, 2000
and (B) the optionee remains employed with the
Participating Employers through at least April 1,
1998.
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(ii) The Option shall become one hundred
percent (100%) vested if both (A) the Closing Price
of the Common Stock equals or exceeds $____ (subject
to adjustment pursuant to Paragraph 14) for at least
ten (10) consecutive trading days prior to July 1,
2000 and (B) the optionee remains employed with the
Participating Employers through at least April 1,
1998.
(iii) Notwithstanding the foregoing and
consistent with the provisions of Paragraph 8(d), the
Option shall become one hundred percent (100%) vested
prior to July 1, 2000 if the optionee's employment
with the Participating Employers terminates as a
result of the optionee's death, disability (as
defined in Paragraph 8) or retirement (as defined in
Paragraph 8); provided, however, that if such death,
disability or retirement occurs before April 1, 1998,
the Option shall be exercisable only during the
ninety (90) day period beginning on April 1, 1998.
Except for the foregoing special terms and provisions, Options granted
on the 1997 Grant Date shall be subject to the terms and provisions of
the Plan without regard to the provisions of this Paragraph 21."
2. Except as expressly or by necessary implication amended hereby, the
Plan shall continue in full force and effect.
IN WITNESS WHEREOF, the Corporation, on behalf of the Participating
Employers, has caused this Instrument to be executed by its duly authorized
officer as of the day and year first above written.
NATIONSBANK CORPORATION
By:_______________________________
C. J. Cooley, Executive Vice President
"Corporation"
