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<SEC-DOCUMENT>0000950168-97-000739.txt : 19970329
<SEC-HEADER>0000950168-97-000739.hdr.sgml : 19970329
ACCESSION NUMBER: 0000950168-97-000739
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 22
CONFORMED PERIOD OF REPORT: 19961231
FILED AS OF DATE: 19970328
SROS: AMEX
SROS: NYSE
SROS: PSE
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: NATIONSBANK CORP
CENTRAL INDEX KEY: 0000070858
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 560906609
STATE OF INCORPORATION: NC
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06523
FILM NUMBER: 97566921
BUSINESS ADDRESS:
STREET 1: NATIONSBANK CORPORATE CENTER
STREET 2: 100 NORTH TRYON STREET
CITY: CHARLOTTE
STATE: NC
ZIP: 28255
BUSINESS PHONE: 7043865000
MAIL ADDRESS:
STREET 1: NATIONALSBANK CORPORATE CENTER
STREET 2: NC1007 19 04
CITY: CHARLOTTE
STATE: NC
ZIP: 28255
FORMER COMPANY:
FORMER CONFORMED NAME: NCNB CORP
DATE OF NAME CHANGE: 19920107
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<DESCRIPTION>NATIONSBANK CORPORATION 10-K
<TEXT>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996 -- Commission File Number 1-6523
NATIONSBANK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
North Carolina 56-0906609
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
NationsBank Corporate Center
Charlotte, North Carolina 28255
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
704 / 386-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
<S> <C>
Common Stock New York Stock Exchange
London Stock Exchange
Pacific Stock Exchange
Tokyo Stock Exchange
7 3/4% Debentures, due 2002 American Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or in any amendment to
this Form 10-K. [ ]
Aggregate market value of shares of voting stock held by all persons, other than
shares beneficially owned by persons who may be deemed to be affiliates (as
defined in SEC Rule 405), is approximately $41,994,576,000 computed by reference
to the closing price of Common Stock of $58.00 per share on March 20, 1997, on
the New York Stock Exchange Composite Transactions List, as reported in
published financial sources, a stated price of $42.50 per share of the ESOP
Convertible Preferred Stock, Series C, and the stated value of $100 per share of
the 7% Cumulative Redeemable Preferred Stock, Series B.
Of the registrant's only class of Common Stock, there were 741,505,154 shares
outstanding as of March 7, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
<TABLE>
<CAPTION>
DOCUMENT OF THE REGISTRANT FORM 10-K REFERENCE LOCATIONS
<S> <C>
1996 Annual Report to Shareholders PARTS I, II and IV
1997 Proxy Statement PART III
</TABLE>
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
The registrant is a North Carolina corporation and a multi-bank holding
company registered under the Bank Holding Company Act of 1956, as amended (the
"Act"), with its principal assets being the stock of its subsidiaries. Through
its banking subsidiaries (the "Banks") and its various non-banking subsidiaries,
the registrant provides banking and banking-related services, primarily
throughout the Mid-Atlantic, Midwest, Southeast and Southwest. The principal
executive offices of the registrant are located at NationsBank Corporate Center
in Charlotte, North Carolina 28255.
On February 27, 1997, the registrant completed a two-for-one split of its
common stock (the "Split"). All financial data included in this Annual Report on
Form 10-K has been restated to reflect the Split.
ACQUISITIONS AND DISPOSITIONS
On January 9, 1996, the registrant completed the acquisition of Bank South
Corporation ("BKSO"). As of the acquisition date, BKSO had assets of
approximately $7.4 billion and deposits of approximately $5.1 billion. The
registrant issued 0.88 shares of its common stock for each outstanding share of
BKSO common stock, for an aggregate purchase price of approximately 53 million
shares of the registrant's common stock (adjusted for the Split).
On January 10, 1996, the registrant completed the acquisition of CSF
Holdings, Inc. ("CSF"). As of the acquisition date, CSF had assets of
approximately $4.8 billion and deposits of approximately $3.8 billion. The
purchase price was approximately $516 million and was paid in cash.
On January 31, 1996, the registrant completed the acquisition of Sun World,
N.A. ("Sun World"). As of the acquisition date, Sun World had assets of
approximately $136 million and deposits of approximately $123 million. The
purchase price was approximately $16 million and was paid in cash.
On April 29, 1996, the registrant, through NationsCredit Commercial
Corporation, its wholly owned, indirect subsidiary engaged primarily in the
commercial financial services business, completed the acquisition of LDI
Corporation ("LDI"). As of the acquisition date, LDI had assets of approximately
$247 million. The purchase price was approximately $28 million and was paid in
cash.
On May 24, 1996, the registrant completed the acquisition of Charter
Bancshares, Inc. ("CBI"). As of the acquisition date, CBI had assets of
approximately $928 million and deposits of approximately $720 million. The
registrant issued 0.77 shares of its common stock for each outstanding share of
CBI common stock, for an aggregate purchase price of approximately 2.8 million
shares of the registrant's common stock (adjusted for the Split). Prior to this
acquisition, the registrant owned approximately 42% of CBI.
On August 13, 1996, the registrant completed the acquisition of TAC
Bancshares, Inc. ("TAC") and its subsidiary, Chase Federal Bank FSB ("Chase
Federal"). As of the acquisition date, TAC and Chase Federal had total assets
and total deposits of $2.8 billion and $2.0 billion, respectively. The purchase
price was approximately $280 million, in the aggregate, and was paid in cash.
On August 31, 1996, the registrant acquired aggregate deposits of
approximately $970 million from Bluebonnet Savings Bank, FSB. The purchase price
was approximately $46 million and was paid in cash.
In connection with the divestiture of its affinity loan business, on
September 27, 1996, the registrant, through one of its banking subsidiaries,
NationsBank, N.A., sold approximately $393 million in loan account receivables
to Household Bank, f.s.b. and approximately $728 million in loan account
receivables to MBNA America Bank, N.A. The sales prices for these transactions
were approximately $433 million and $784 million, respectively, and were
received in cash.
On January 7, 1997, the registrant completed the acquisition of Boatmen's
Bancshares, Inc. ("BBI"). As of the acquisition date, BBI had assets of
approximately $41.2 billion and deposits of approximately $32.0 billion. In the
acquisition, each outstanding share of BBI common stock was converted into 1.305
shares of the registrant's common stock (adjusted for the Split) or, at the
shareholder's election, $63.11 in cash, for an aggregate
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<PAGE>
purchase price of approximately 195 million shares of the registrant's common
stock (adjusted for the Split) and $371 million in cash.
The registrant currently intends to consummate the acquisition of First
Federal Savings Bank of Brunswick, Georgia ("Brunswick") in the second quarter
of 1997. As of December 31, 1996, Brunswick had assets of approximately $254
million and deposits of approximately $220 million. The registrant expects to
issue approximately 2.4 million shares of its common stock in the acquisition
(adjusted for the Split).
As part of its operations, the registrant regularly evaluates the potential
acquisition of, and holds discussions with, various financial institutions and
other businesses of a type eligible for bank holding company ownership or
control. In addition, the registrant regularly analyzes the values of, and
submits bids for, the acquisition of customer-based funds and other liabilities
and assets of such financial institutions and other businesses. As a general
rule, the registrant publicly announces such material acquisitions when a
definitive agreement has been reached.
OPERATIONS
The registrant provides a diversified range of banking and certain
nonbanking financial services and products through its various subsidiaries. The
registrant manages its business activities through three major business units:
the General Bank, Global Finance and Financial Services.
The General Bank provides comprehensive services in the retail and
commercial banking fields, including the origination and servicing of home
mortgage loans, the issuance and servicing of credit cards (through a Delaware
subsidiary), indirect lending, dealer finance and certain insurance services.
The General Bank also provides full service and discount brokerage services and
investment advisory services, including advising the Nations Funds family of
mutual funds, as well as banking, fiduciary and investment management services
through subsidiaries of the registrant. The registrant has announced its intent
to sell its line of business that provides retirement services for defined
benefit and defined contribution plans. As of January 7, 1997, the General Bank
operated approximately 2,600 banking offices in the states of Arkansas, Florida,
Georgia, Illinois, Iowa, Kansas, Kentucky, Maryland, Missouri, New Mexico, North
Carolina, Oklahoma, South Carolina, Tennessee, Texas and Virginia and the
District of Columbia. The General Bank also provides fully automated 24-hour
cash dispensing and depositing services throughout the states in which it is
located, through over 5,000 automated teller machines.
Global Finance provides comprehensive corporate and investment banking
services to domestic and international customers. Global Finance serves as a
principal lender and investor, as well as an advisor, and manages treasury and
trade transactions for clients and customers. Loan origination and syndication,
asset-backed lending, leasing, factoring, project finance and mergers and
acquisitions are representative of the services provided. These services are
provided through various domestic offices as well as offices located in London,
Singapore, Bogota, Mexico City, Grand Cayman, Nassau, Seoul, Tokyo, Osaka,
Mumbai (formerly Bombay), Jakarta, Taipei, Sao Paulo, Frankfurt and Hong Kong.
Global Finance also underwrites, distributes and makes markets in high-grade and
high-yield securities, is a primary dealer of U.S. Government securities and is
a market maker in derivatives products, including swap agreements, option
contracts, forward settlement contracts, financial futures and other derivative
products in certain interest rate, foreign exchange, commodity and equity
markets. In support of these activities, Global Finance takes positions to
support client demands and its own account. Major centers for such activities
are Charlotte, Chicago, London, New York, Singapore and Tokyo.
Financial Services is primarily comprised of NationsCredit Corporation, a
holding company, which includes NationsCredit Consumer Corporation and
NationsCredit Commercial Corporation. NationsCredit Consumer Corporation, which
has approximately 264 offices located in 32 states, provides personal, mortgage
and automobile loans to consumers and retail finance programs to dealers.
NationsCredit Commercial Corporation consists of divisions that specialize in
the following areas of commercial finance: equipment loans and leases; loans for
debt restructuring, mergers and acquisitions and working capital; real estate,
golf/recreational and health care financing; and inventory financing to
manufacturers, distributors and dealers.
Additional information about the registrant and its operations is
incorporated by reference from Table Two (page 19) and the narrative comments
under the caption "Management's Discussion and Analysis -- Business Unit
Operations" (pages 19 through 22) in the registrant's 1996 Annual Report to
Shareholders.
2
<PAGE>
PRIMARY MARKET AREAS
The registrant provides banking and banking-related services primarily
throughout the Mid-Atlantic (Maryland, Virginia and the District of Columbia),
the Midwest (Illinois, Iowa, Kansas and Missouri), the Southeast (Florida,
Georgia, Kentucky, North Carolina, South Carolina and Tennessee) and the
Southwest (Arkansas, New Mexico, Oklahoma and Texas). The registrant serves an
aggregate of over 13 million customers in these regions, and management believes
that these are dynamic regions in which to be located. Personal income levels in
these regions as a whole rose 5.1% between 1995 and 1996, and the population in
these areas as a whole rose an estimated 1.2% between 1995 and 1996. The number
of housing permits authorized increased 8.4% between 1995 and 1996, ranging from
an increase of 2.95% in the Mid-Atlantic to an increase of 11.84% in the
Midwest. Between 1995 and 1996, the levels of unemployment in these regions as a
whole fell by approximately .20 percentage points, for an average unemployment
rate of 4.98% in 1996.
The registrant has the leading deposit market share position in Georgia,
Kansas, Maryland, New Mexico, Oklahoma, Texas and Virginia. In addition, the
registrant ranks second in terms of deposit market share in Arkansas, the
District of Columbia, Missouri and South Carolina, third in Florida, fourth in
North Carolina, fifth in Tennessee and sixth in Iowa. The registrant has less
than 1% of the market share in Illinois and Kentucky.
GOVERNMENT SUPERVISION AND REGULATION
GENERAL
As a registered bank holding company, the registrant is subject to the
supervision of, and to regular inspection by, the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). The Banks are organized as
national banking associations, which are subject to regulation, supervision and
examination by the Office of the Comptroller of the Currency (the
"Comptroller"), and as state chartered banks, which are subject to regulation,
supervision and examination by the relevant state regulators. The Banks are also
subject to regulation by the Federal Deposit Insurance Corporation (the "FDIC")
and other federal regulatory agencies. The registrant also owns a federal
savings bank which is subject to supervision, regulation and examination by the
Office of Thrift Supervision. In addition to banking laws, regulations and
regulatory agencies, the registrant and its subsidiaries and affiliates are
subject to various other laws and regulations and supervision and examination by
other regulatory agencies, all of which directly or indirectly affect the
operations and management of the registrant and its ability to make
distributions. The following discussion summarizes certain aspects of those laws
and regulations that affect the registrant.
The activities of the registrant, and those of companies which it controls
or in which it holds more than 5% of the voting stock, are limited to banking or
managing or controlling banks or furnishing services to or performing services
for its subsidiaries, or any other activity which the Federal Reserve Board
determines to be so closely related to banking or managing or controlling banks
as to be a proper incident thereto. In making such determinations, the Federal
Reserve Board is required to consider whether the performance of such activities
by a bank holding company or its subsidiaries can reasonably be expected to
produce benefits to the public such as greater convenience, increased
competition or gains in efficiency that outweigh possible adverse effects, such
as undue concentration of resources, decreased or unfair competition, conflicts
of interest or unsound banking practices. Generally, bank holding companies,
such as the registrant, are required to obtain prior approval of the Federal
Reserve Board to engage in any new activity or to acquire more than 5% of any
class of voting stock of any company.
Bank holding companies are also required to obtain the prior approval of
the Federal Reserve Board before acquiring more than 5% of any class of voting
stock of any bank which is not already majority-owned by the bank holding
company. Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Interstate Banking and Branching Act"), a bank holding company
became able to acquire banks in states other than its home state, beginning
September 29, 1995, without regard to the permissibility of such acquisitions
under state law, but subject to any state requirement that the bank has been
organized and operating for a minimum period of time, not to exceed five years,
and the requirement that the bank holding company, prior to or following the
proposed acquisition, controls no more than 10% of the total amount of deposits
of insured depository institutions in the United States and no more than 30% of
such deposits in that state (or such lesser or greater amount set by state law).
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<PAGE>
The Interstate Banking and Branching Act also authorizes banks to merge
across state lines, thereby creating interstate branches, beginning June 1,
1997. Under such legislation, each state has the opportunity either to "opt out"
of this provision, thereby prohibiting interstate branching in such states, or
to "opt in" at an earlier time, thereby allowing interstate branching within
that state prior to June 1, 1997. Furthermore, pursuant to the Interstate
Banking and Branching Act, a bank is now able to open new branches in a state in
which it does not already have banking operations if such state enacts a law
permitting such DE NOVO branching. Of those states in which the Banks are
located, Delaware, Maryland, New Mexico, North Carolina, Oklahoma and Virginia
have enacted legislation to "opt in", thereby permitting interstate branching
prior to June 1, 1997, and Texas has adopted legislation to "opt out" of the
interstate branching provisions (which Texas law currently expires on September
2, 1999). To the extent permitted under these laws, the registrant plans to
consolidate the Banks (with the exception of NationsBank of Delaware, N.A.) into
a single bank as soon as practicable. The registrant currently operates four
interstate banks (i.e., banks with banking centers in more than one state):
NationsBank, N.A., headquartered in Charlotte, North Carolina, with offices in
Maryland, North Carolina, South Carolina, Virginia, and the District of
Columbia; NationsBank, N.A. (South), headquartered in Atlanta, Georgia, with
offices in Florida and Georgia; NationsBank, N.A. (Midwest), headquartered in
Kansas City, Missouri, with offices in Kansas and Missouri; and The Boatmen's
National Bank of St. Louis, headquartered in St. Louis, Missouri, with offices
in Illinois and Missouri. As previously described, the registrant regularly
evaluates merger and acquisition opportunities, and it anticipates that it will
continue to evaluate such opportunities in light of the new legislation.
Proposals to change the laws and regulations governing the banking industry
are frequently introduced in Congress, in the state legislatures and before the
various bank regulatory agencies. The likelihood and timing of any such
proposals or bills and the impact they might have on the registrant and its
subsidiaries cannot be determined at this time.
CAPITAL AND OPERATIONAL REQUIREMENTS
The Federal Reserve Board, the Comptroller and the FDIC have issued
substantially similar risk-based and leverage capital guidelines applicable to
United States banking organizations. In addition, those regulatory agencies may
from time to time require that a banking organization maintain capital above the
minimum levels, whether because of its financial condition or actual or
anticipated growth. The Federal Reserve Board risk-based guidelines define a
two-tier capital framework. Tier 1 capital consists of common and qualifying
preferred shareholders' equity, less certain intangibles and other adjustments.
Tier 2 capital consists of subordinated and other qualifying debt, and the
allowance for credit losses up to 1.25% of risk-weighted assets. The sum of Tier
1 and Tier 2 capital less investments in unconsolidated subsidiaries represents
qualifying total capital, at least 50% of which must consist of Tier 1 capital.
Risk-based capital ratios are calculated by dividing Tier 1 and total capital by
risk-weighted assets. Assets and off-balance sheet exposures are assigned to one
of four categories of risk-weights, based primarily on relative credit risk. The
minimum Tier 1 capital ratio is 4% and the minimum total capital ratio is 8%.
The registrant's Tier 1 and total risk-based capital ratios under these
guidelines at December 31, 1996 were 7.76% and 12.66%, respectively.
The leverage ratio is determined by dividing Tier 1 capital by adjusted
average total assets. Although the stated minimum ratio is 3%, most banking
organizations are required to maintain ratios of at least 100 to 200 basis
points above 3%. The registrant's leverage ratio at December 31, 1996 was 7.09%.
Management believes that the registrant meets its leverage ratio requirement.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, identifies five capital categories for insured
depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines could
also subject a banking institution to capital raising requirements. An
"undercapitalized" bank must develop a capital restoration plan and its parent
holding company must guarantee that bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the bank's assets at the time it became "undercapitalized"
or the amount needed to comply with the plan. Furthermore, in the event
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of the bankruptcy of the parent holding company, such guarantee would take
priority over the parent's general unsecured creditors. In addition, FDICIA
requires the various regulatory agencies to prescribe certain non-capital
standards for safety and soundness relating generally to operations and
management, asset quality and executive compensation and permits regulatory
action against a financial institution that does not meet such standards.
The various regulatory agencies have adopted substantially similar
regulations that define the five capital categories identified by FDICIA, using
the total risk-based capital, Tier 1 risk-based capital and leverage capital
ratios as the relevant capital measures. Such regulations establish various
degrees of corrective action to be taken when an institution is considered
undercapitalized. Under the regulations, a "well capitalized" institution must
have a Tier 1 capital ratio of at least 6 percent, a total capital ratio of at
least 10 percent and a leverage ratio of at least 5 percent and not be subject
to a capital directive order. An "adequately capitalized" institution must have
a Tier 1 capital ratio of at least 4 percent, a total capital ratio of at least
8 percent and a leverage ratio of at least 4 percent, or 3 percent in some
cases. Under these guidelines, each of the Banks is considered well capitalized.
Banking agencies have also adopted final regulations which mandate that
regulators take into consideration concentrations of credit risk and risks from
non-traditional activities, as well as an institution's ability to manage those
risks, when determining the adequacy of an institution's capital. That
evaluation will be made as a part of the institution's regular safety and
soundness examination. Banking agencies also have adopted final regulations
requiring regulators to consider interest rate risk (when the interest rate
sensitivity of an institution's assets does not match the sensitivity of its
liabilities or its off-balance-sheet position) in the determination of a bank's
capital adequacy. Concurrently, banking agencies have proposed a methodology for
evaluating interest rate risk. After gaining experience with the proposed
measurement process, those banking agencies intend to propose further
regulations to establish an explicit risk-based capital charge for interest rate
risk.
DISTRIBUTIONS
The registrant's funds for cash distributions to its shareholders are
derived from a variety of sources, including cash and temporary investments. The
primary source of such funds, however, is dividends received from the Banks.
Each of the Banks is subject to various general regulatory policies and
requirements relating to the payment of dividends, including requirements to
maintain capital above regulatory minimums. The appropriate federal regulatory
authority is authorized to determine under certain circumstances relating to the
financial condition of the bank or bank holding company that the payment of
dividends would be an unsafe or unsound practice and to prohibit payment
thereof.
In addition to the foregoing, the ability of the registrant and the Banks
to pay dividends may be affected by the various minimum capital requirements and
the capital and non-capital standards established under FDICIA, as described
above. The right of the registrant, its shareholders and its creditors to
participate in any distribution of the assets or earnings of its subsidiaries is
further subject to the prior claims of creditors of the respective subsidiaries.
SOURCE OF STRENGTH
According to Federal Reserve Board policy, bank holding companies are
expected to act as a source of financial strength to each subsidiary bank and to
commit resources to support each such subsidiary. This support may be required
at times when a bank holding company may not be able to provide such support.
Similarly, under the cross-guarantee provisions of the Federal Deposit Insurance
Act, in the event of a loss suffered or anticipated by the FDIC -- either as a
result of default of a banking or thrift subsidiary of the registrant or related
to FDIC assistance provided to a subsidiary in danger of default -- the other
Banks may be assessed for the FDIC's loss, subject to certain exceptions.
ADDITIONAL INFORMATION
The following information set forth in the 1996 Annual Report to
Shareholders of the registrant is hereby incorporated by reference:
Table Three (page 21) for average balance sheet amounts, related
taxable-equivalent interest earned or paid, and related average yields
earned and rates paid.
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<PAGE>
Table Four (page 23) and the narrative comments under the caption "Net
Interest Income" (page 22) for changes in taxable-equivalent interest
income and expense for each major category of interest-earning assets and
interest-bearing liabilities.
The narrative comments under the caption "Securities" (pages 27 and
28) and Note Three (pages 56 through 58) of the Notes To Consolidated
Financial Statements for information on the book values, maturities and
weighted average yields of the securities (by category) of the registrant.
Tables Seven (page 28), Eight (page 29) and Nineteen (page 41) for
distribution of loans, leases and factored accounts receivable, selected
loan maturity data and interest-rate risk.
Table Fourteen (page 36), the narrative comments under the caption
"Credit Risk Management And Credit Portfolio Review -- Nonperforming
Assets" (pages 36 and 37), and Note One (page 54) of the Notes To
Consolidated Financial Statements for information on the nonperforming
assets of the registrant. Table Fifteen (page 36) for information on loans
past due 90 days or more and still accruing interest. The narrative
comments under the captions "Credit Risk Management And Credit Portfolio
Review" (pages 32 through 35) and "Loans And Leases" (pages 28 and 29) and
Tables Seventeen and Eighteen (pages 38 and 39) for a discussion of the
characteristics of the loan and lease portfolio.
Tables Twelve (page 34) and Thirteen (page 35), the narrative comments
under the captions "Provision for Credit Losses" (pages 22 through 24) and
"Credit Risk Management And Credit Portfolio Review -- Allowance for Credit
Losses" (page 35) and Note One (page 54) of the Notes To Consolidated
Financial Statements for information on the credit loss experience of the
registrant.
Table Three (page 21) and the narrative comments under the caption
"Deposits" (page 29) for deposit information.
"Six-Year Consolidated Statistical Summary" (page 73) for return on
assets, return on equity and dividend payout ratio for 1991 through 1996,
inclusive.
Table Nine (page 30) and Note Six (pages 60 and 61) of the Notes To
Consolidated Financial Statements for information on the short-term
borrowings of the registrant.
All tables, graphs, charts, summaries and narrative on pages 17
through 47 and pages 72 and 73 for additional data on the consolidated
operations of the registrant and its majority-owned subsidiaries.
COMPETITION
The activities in which the registrant and its three major business units
(the General Bank, Global Finance and Financial Services) engage are highly
competitive. Generally, the lines of activity and markets served involve
competition with other banks, savings and loan associations, credit unions and
other non-bank financial institutions, such as investment banking firms,
brokerage firms, mutual funds and insurance companies, as well as other entities
which offer financial services, located both within and without the United
States. The methods of competition center around various factors, such as
customer services, interest rates on loans and deposits, lending limits and
location of offices.
The commercial banking business in the various local markets served by the
registrant's three major business units is highly competitive. The General Bank,
Global Finance and Financial Services compete with other commercial banks,
savings and loan associations, finance companies and other businesses which
provide similar services. The three major business units actively compete in
commercial lending activities with local, regional and international banks and
non-bank financial organizations, some of which are larger than certain of the
registrant's non-banking subsidiaries and the Banks. In its consumer lending
operations, the competitors of the three major business units include other
banks, savings and loan associations, credit unions, regulated small loan
companies and other non-bank organizations offering financial services. In the
investment banking, investment advisory and brokerage business, the registrant's
non-banking subsidiaries compete with other banking and investment banking
firms, investment advisory firms, brokerage firms, mutual funds and other
organizations offering similar services. The registrant's mortgage banking
subsidiary competes with commercial banks, savings and loan associations,
government agencies, mortgage brokers and other non-bank organizations offering
mortgage banking services. In the trust business, the Banks compete with other
banks, investment counselors and insurance companies in national markets for
institutional funds and corporate pension and profit sharing accounts. The Banks
also compete with other banks, trust companies, insurance agents,
6
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financial counselors and other fiduciaries for personal trust business. The
registrant and its three major business units also actively compete for funds. A
primary source of funds for the Banks is deposits, and competition for deposits
includes other deposit-taking organizations, such as commercial banks, savings
and loan associations and credit unions, as well as money market mutual funds.
The registrant's ability to expand into additional states remains subject
to various federal and state laws. See "Government Supervision and
Regulation -- General" for a more detailed discussion of interstate banking and
branching legislation and certain state legislation.
EMPLOYEES
As of December 31, 1996, the registrant and its subsidiaries had 62,971
full-time equivalent employees. Of the foregoing employees, 35,766 were employed
by the General Bank, 5,178 were employed by Global Finance, 3,129 were employed
by Financial Services, 14,815 were employed by NationsBanc Services, Inc. (a
subsidiary providing operational support services to the registrant and its
subsidiaries) and the remainder were employed by the registrant holding company
and the registrant's other subsidiaries. As of December 31, 1996, BBI and its
subsidiaries had 19,028 full-time equivalent employees. None of the registrant's
domestic employees are covered by a collective bargaining agreement. Management
considers its employee relations to be good.
ITEM 2. PROPERTIES
The principal offices of the registrant, as well as the General Bank and
Global Finance, are located in the 60-story NationsBank Corporate Center in
Charlotte, North Carolina, which is owned by a subsidiary of the registrant. The
registrant occupies approximately 512,000 square feet at market rates under a
lease which expires in 2002, and approximately 593,000 square feet of office
space is available for lease to third parties at market rates. At December 31,
1996, substantially all of the space was occupied by the registrant or subject
to existing third party leases or letters of intention to lease.
The principal offices of Financial Services are located in approximately
136,000 square feet of space leased by NationsCredit Corporation and
NationsCredit Consumer Corporation in Irving, Texas, under a lease which expires
in 2006, and 40,000 square feet of space leased by NationsCredit Commercial
Corporation in Stamford, Connecticut, under a lease which expires in 1998.
The registrant also leases or owns a significant amount of space in
Albuquerque, New Mexico; Atlanta, Georgia; Baltimore, Maryland; Dallas, Texas;
Richmond, Virginia; St. Louis, Missouri; and Wichita, Kansas; as well as
additional premises in Charlotte and throughout its franchise. As of January 7,
1997, the registrant and its subsidiaries owned or leased approximately 3,340
locations in 22 states, the District of Columbia and 10 foreign countries.
ITEM 3. LEGAL PROCEEDINGS
In the ordinary course of business, the registrant and its subsidiaries are
routinely defendants in or parties to a number of pending and threatened legal
actions and proceedings, including several actions brought on behalf of various
classes of claimants. In certain of these actions and proceedings substantial
money damages are asserted against the registrant and its subsidiaries and
certain of these actions and proceedings are based on alleged violations of
consumer protection, securities, environmental, banking and other laws.
Management believes, based upon the advice of counsel, that these actions and
proceedings and the losses, if any, resulting from the final outcome thereof,
will not be material in the aggregate to the registrant's financial position or
results of operations.
7
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of shareholders was held on December 20, 1996 (the
"Special Meeting"). The registrant's Common Stock and ESOP Convertible Preferred
Stock, Series C, voted together as a single class on the matters submitted to
the shareholders at the Special Meeting. The following are voting results on
each of these matters:
<TABLE>
<CAPTION>
Against
or Broker
For Withheld Abstentions Nonvotes
<S> <C> <C> <C> <C>
1. The issuance of shares of the
registrant's Common Stock and
Convertible Preferred Stock,
Series A, in the merger with
Boatmen's Bancshares, Inc.... 212,153,684 1,702,058 1,119,123 23,662,030
2. The amendment of the
registrant's Restated
Articles of Incorporation to
increase the number of
authorized shares of Common
Stock to 1,250,000,000....... 231,010,690 6,040,086 1,586,119 0
3. The amendment and restatement
of the NationsBank
Corporation Key Employee
Stock Plan................... 189,481,251 22,637,568 2,811,251 23,706,825
</TABLE>
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to the Instructions to Form 10-K and Item 401(b) of Regulation
S-K, the name, age and position of each executive officer and the principal
accounting officer of the registrant are listed below along with such officer's
business experience during the past five years. Officers are appointed annually
by the Board of Directors at the meeting of directors immediately following the
annual meeting of shareholders. There are no arrangements or understandings
between any officer and any other person pursuant to which any officer was
selected.
Andrew B. Craig, III, age 66, Chairman of the Board of the registrant. Mr.
Craig was Chairman of the Board and Chief Executive Officer of Boatmen's
Bancshares, Inc. from 1988 until January 7, 1997 when Boatmen's Bancshares, Inc.
was merged with the registrant at which time he was elected as Chairman of the
Board and a director of the registrant. He also served as President of Boatmen's
Bancshares, Inc. from 1985 to 1994.
Fredric J. Figge, II, age 60, Chairman, Corporate Risk Policy of the
registrant and of the Banks. Mr. Figge was named Chairman, Corporate Risk Policy
in October 1993 and prior to that time served as Chairman, Credit Policy of the
registrant and of the Banks. He first became an officer in 1987.
James H. Hance, Jr., age 52, Vice Chairman and Chief Financial Officer of
the registrant. Mr. Hance was named Chief Financial Officer in August 1988, also
served as Executive Vice President from March 1987 to October 1993 and was named
Vice Chairman in October 1993. He first became an officer in 1987. He also
serves as a director of NationsBank, N.A., NationsBank of Tennessee, N.A. and
various other subsidiaries of the registrant.
Kenneth D. Lewis, age 49, President of the registrant. Mr. Lewis was named
to his present position in October 1993. Prior to that time, from June 1990 to
October 1993 he served as President of the registrant's General Bank. He first
became an officer in 1971. Mr. Lewis also serves as Chairman and a director of
NationsBank, N.A., as President and a director of NationsBank, N.A. (South) and
as a director of NationsBank of Texas, N.A.
Hugh L. McColl, Jr., age 61, Chief Executive Officer of the registrant and
Chief Executive Officer of the Banks. Mr. McColl was Chairman of the registrant
from September 1983 until December 31, 1991, and from December 31, 1992 until
January 7, 1997. He first became an officer in 1962. He also serves as a
director of the registrant.
8
<PAGE>
Marc D. Oken, age 50, Executive Vice President and Principal Accounting
Officer of the registrant. He first became an officer in 1989.
F. William Vandiver, Jr., age 55, President of NationsBank Global Finance,
which includes Corporate Finance/Capital Markets, Real Estate and Specialized
Lending. Mr. Vandiver was named President of NationsBank Global Finance in
January 1996. In 1984, he was named Investment Banking Company executive and
president in 1988. He has been an officer since 1968. He also serves as
President and a director of NationsBank, N.A.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
The principal market on which the registrant's common stock (the "Common
Stock") is traded is the New York Stock Exchange. The Common Stock is also
listed on the London Stock Exchange and the Pacific Stock Exchange, and certain
shares are listed on the Tokyo Stock Exchange. The following table sets forth
the high and low sales prices of Common Stock on the New York Stock Exchange
Composite Transactions List, restated to give effect to the Split, for the
periods indicated:
<TABLE>
<CAPTION>
QUARTER HIGH LOW
<S> <C> <C> <C>
1995 first $25 7/8 $22 5/16
second 28 7/8 24 13/16
third 34 7/16 26 7/8
fourth 37 3/8 32
1996 first 40 11/16 32 3/16
second 42 5/16 37 3/8
third 47 1/16 38 3/16
fourth 52 5/8 43 1/8
</TABLE>
As of January 7,, 1997, there were 145,657 record holders of Common Stock.
During 1995 and 1996, the registrant paid dividends on the Common Stock on a
quarterly basis. The following table sets forth dividends declared per share of
Common Stock for the periods indicated, restated to give effect to the Split:
<TABLE>
<CAPTION>
QUARTER DIVIDEND
<S> <C> <C>
1995 first $.25
second .25
third .25
fourth .29
1996 first .29
second .29
third .29
fourth .33
</TABLE>
For additional information regarding the registrant's ability to pay
dividends, see "Government Supervision and Regulation -- Distributions." Note
Nine (page 63) of the Notes To Consolidated Financial Statements in the
registrant's 1996 Annual Report to Shareholders is hereby incorporated by
reference.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth in Table One (page 18) in the registrant's 1996
Annual Report to Shareholders is hereby incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
All of the information set forth under the captions "Management's
Discussion and Analysis -- 1996 Compared to 1995" (pages 17 through 43),
"Management's Discussion and Analysis -- 1995 Compared to 1994" (pages 43
through 47), "Report of Management" (page 48) and all tables, graphs and charts
presented under
9
<PAGE>
the foregoing captions in the 1996 Annual Report to Shareholders of the
registrant are hereby incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information set forth in the 1996 Annual Report to
Shareholders of the registrant is hereby incorporated by reference:
The Consolidated Financial Statements and Notes To Consolidated Financial
Statements of NationsBank Corporation and Subsidiaries, together with the report
thereon of Price Waterhouse LLP dated January 10, 1997 (pages 48 through 71);
the unaudited information presented in Table Twenty (page 44); and the narrative
comments under the caption "Fourth Quarter Review" (page 43).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting
and financial disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information set forth under the caption "Election of Directors" on pages 2
through 8 of the definitive 1997 Proxy Statement of the registrant furnished to
shareholders in connection with its Annual Meeting to be held on April 23, 1997
(the "1997 Proxy Statement") with respect to the name of each nominee or
director, that person's age, positions and offices with the registrant, business
experience, directorships in other public companies, service on the registrant's
Board and certain family relationships, and information set forth under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance" on page 11 of
the 1997 Proxy Statement with respect to Section 16 matters, is hereby
incorporated by reference. The information required by Item 10 with respect to
executive officers is set forth in Part I, Item 4A hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to current remuneration of executive officers,
certain proposed remuneration to them, their options and certain indebtedness
and other transactions set forth in the 1997 Proxy Statement (i) under the
caption "Board of Directors' Compensation" on pages 11 and 12 thereof, (ii)
under the caption "Executive Compensation" on pages 12 and 13 thereof, (iii)
under the caption "Retirement Plans" on pages 13 and 14 thereof, (iv) under the
caption "Deferred Compensation Plan" on page 14 thereof, (v) under the caption
"Special Compensation Arrangement" on page 14 thereof, (vi) under the caption
"Compensation Committee Interlocks and Insider Participation" on page 18
thereof, and (vii) under the caption "Certain Transactions" on pages 18 and 19
thereof, is, to the extent such information is required by Item 402 of
Regulation S-K, hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The security ownership information required by Item 403 of Regulation S-K
relating to persons who beneficially own more than 5% of the outstanding shares
of Common Stock, ESOP Preferred Stock or 7% Cumulative Redeemable Preferred
Stock, Series B, as well as security ownership information relating to
directors, nominees and named executive officers individually and directors and
executive officers as a group, is hereby incorporated by reference to the
ownership information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" on pages 8 through 10 of the 1997 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to relationships and related transactions between
the registrant and any director, nominee for director, executive officer,
security holder owning 5% or more of the registrant's voting securities or any
member of the immediate family of any of the above, as set forth in the 1997
Proxy Statement under the caption "Compensation Committee Interlocks and Insider
Participation" on page 18 and under the caption "Certain Transactions" on pages
18 and 19 thereof, is, to the extent such information is required by Item 404 of
Regulation S-K, hereby incorporated by reference.
10
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
a. The following documents are filed as part of this report:
<TABLE>
<CAPTION>
PAGE IN
ANNUAL
REPORT*
<S> <C> <C>
(1) Financial Statements:
Report of Independent Accountants....................................................... 48
Consolidated Statement of Income for each of the three years ended
December 31, 1996..................................................................... 49
Consolidated Balance Sheet at December 31, 1996 and 1995................................ 50
Consolidated Statement of Cash Flows for each of the three years ended
December 31, 1996..................................................................... 51
Consolidated Statement of Changes in Shareholders' Equity for each of the three years
ended December 31, 1996............................................................... 52
Notes to Consolidated Financial Statements.............................................. 53-71
* Incorporated by reference from the indicated pages of the 1996 Annual Report to
Shareholders.
(2) All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
</TABLE>
b. The following reports on Form 8-K have been filed by the registrant
during the quarter ended December 31, 1996:
Current Report on Form 8-K dated October 15, 1996 and filed October
25, 1996, Items 5 and 7.
Current Report on Form 8-K/A-2 dated August 29, 1996 and filed
November 13, 1996, Item 7. The following financial statements of
the business to be acquired (Boatmen's Bancshares, Inc.) were filed
as part of this Current Report on Form 8-K/A-2:
Consolidated Balance Sheets as of September 30, 1996 (unaudited),
June 30, 1996 (unaudited) and December 31, 1995 and 1994;
Consolidated Statements of Income for the nine months ended
September 30, 1996 and 1995 (unaudited), the six months ended June
30, 1996 and 1995 (unaudited) and the years ended December 31, 1995
and 1994;
Consolidated Statements of Changes in Shareholders' Equity for the
nine months ended September 30, 1996 and 1995 (unaudited), the six
months ended June 30, 1996 and 1995 (unaudited) and the years ended
December 31, 1995 and 1994; and
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1996 and 1995 (unaudited), the six months ended June
30, 1996 and 1995 (unaudited) and the years ended December 31, 1995
and 1994.
In addition, the following unaudited pro forma financial
information was filed as part of this Current Report on Form
8-K/A-2:
Unaudited Pro Forma Condensed Balance Sheet as of September 30,
1996;
Unaudited Pro Forma Condensed Statement of Income for the nine
months ended September 30, 1996; and
Unaudited Pro Forma Condensed Statement of Income for the year
ended December 31, 1995.
Current Report on Form 8-K dated November 8, 1996 and filed
November 14, 1996, Items 5 and 7.
11
<PAGE>
Current Report on Form 8-K dated November 27, 1996 and filed
December 4, 1996, Items 5 and 7.
Current Report on Form 8-K dated December 10, 1996 and filed
December 17, 1996, Items 5 and 7.
Current Report on Form 8-K dated December 13, 1996 and filed
December 17, 1996, Items 5 and 7.
c. The exhibits filed as part of this report and exhibits incorporated
herein by reference to other documents are listed in the Index to
Exhibits to this Annual Report on Form 10-K (pages E-1 through E-5,
including executive compensation plans and arrangements which are
identified separately by asterisk).
With the exception of the information herein expressly incorporated by
reference, the 1996 Annual Report to Shareholders and the 1997 Proxy Statement
are not to be deemed filed as part of this Annual Report on Form 10-K.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
NATIONSBANK CORPORATION
Date: March 28, 1997 By: */s/ Hugh L. McColl, Jr.
HUGH L. MCCOLL, JR.
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
Chief Executive Officer and Director March 28, 1997
*/s/ Hugh L. McColl, Jr. (Principal Executive Officer)
(HUGH L. MCCOLL, JR.)
Vice Chairman and March 28, 1997
*/s/ James H. Hance, Jr. Chief Financial Officer
(JAMES H. HANCE, JR.) (Principal Financial Officer)
Executive Vice President March 28, 1997
*/s/ Marc D. Oken (Principal Accounting Officer)
(MARC D. OKEN)
*/s/ Andrew B. Craig, III Chairman of the Board March 28, 1997
(ANDREW B. CRAIG, III)
*/s/ Ronald W. Allen Director March 28, 1997
(RONALD W. ALLEN)
*/s/ Ray C. Anderson Director March 28, 1997
(RAY C. ANDERSON)
*/s/ William M. Barnhardt Director March 28, 1997
(WILLIAM M. BARNHARDT)
*/s/ B. A. Bridgewater, JR. Director March 28, 1997
(B. A. BRIDGEWATER, JR.)
*/s/ Thomas E. Capps Director March 28, 1997
(THOMAS E. CAPPS)
*/s/ Charles W. Coker Director March 28, 1997
(CHARLES W. COKER)
*/s/ Thomas G. Cousins Director March 28, 1997
(THOMAS G. COUSINS)
*/s/ Alan T. Dickson Director March 28, 1997
(ALAN T. DICKSON)
*/s/ W. Frank Dowd, Jr. Director March 28, 1997
(W. FRANK DOWD, JR.)
*/s/ Paul Fulton Director March 28, 1997
(PAUL FULTON)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<C> <S> <C>
*/s/ Timothy L. Guzzle Director March 28, 1997
(TIMOTHY L. GUZZLE)
*/s/ C. Ray Holman Director March 28, 1997
(C. RAY HOLMAN)
*/s/ W. W. Johnson Director March 28, 1997
(W. W. JOHNSON)
*/s/ Russell W. Meyer, Jr. Director March 28, 1997
(RUSSELL W. MEYER, JR.)
Director March , 1997
(JOHN J. MURPHY)
*/s/ Richard B. Priory Director March 28, 1997
(RICHARD B. PRIORY)
*/s/ John C. Slane Director March 28, 1997
(JOHN C. SLANE)
*/s/ O. Temple Sloan, Jr. Director March 28, 1997
(O. TEMPLE SLOAN, JR.)
*/s/ John W. Snow Director March 28, 1997
(JOHN W. SNOW)
*/s/ Meredith R. Spangler Director March 28, 1997
(MEREDITH R. SPANGLER)
*/s/ Robert H. Spilman Director March 28, 1997
(ROBERT H. SPILMAN)
*/s/ Albert E. Suter Director March 28, 1997
(ALBERT E. SUTER)
*/s/ Ronald Townsend Director March 28, 1997
(RONALD TOWNSEND)
*/s/ Jackie M. Ward Director March 28, 1997
(JACKIE M. WARD)
*/s/ Virgil R. Williams Director March 28, 1997
(VIRGIL R. WILLIAMS)
*By: /s/ Charles M. Berger
CHARLES M. BERGER, ATTORNEY-IN-FACT
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S> <C> <C>
3. (a) Restated Articles of Incorporation of registrant, as in effect on the date hereof,
incorporated by reference to Exhibit 3.1 of registrant's Current Report on Form 8-K dated
December 31, 1996.
(b) Amended and Restated Bylaws of registrant, as in effect on the date hereof, incorporated
by reference to Exhibit 3(b) of registrant's Annual Report on Form 10-K dated March 29,
1996 (the "1995 Form 10-K").
4. (a) Specimen certificate of registrant's Common Stock, incorporated by reference to Exhibit
4.1 of registrant's Registration No. 33-45542.
(b) Specimen certificate of registrant's ESOP Convertible Preferred Stock, Series C,
incorporated by reference to Exhibit 4(c) of registrant's Annual Report on Form 10-K dated
March 25, 1992.
(c) Indenture dated as of August 1, 1982 between registrant and Morgan Guaranty Trust Company
of New York, pursuant to which registrant issued its 7 3/4% Debentures, due 2002,
incorporated by reference to Exhibit 4.2 of registrant's Registration No. 2-78530.
(d) Indenture dated as of September 1, 1989 between registrant and The Bank of New York,
pursuant to which registrant issued its 9 3/8% Subordinated Notes, due 2009; its 10.20%
Subordinated Notes, due 2015; its 9 1/8% Subordinated Notes, due 2001; and its 8 1/8%
Subordinated Notes, due 2002, incorporated by reference to Exhibit 4.1 of registrant's
Registration No. 33-30717.
(e) Indenture dated as of January 1, 1992 between registrant and BankAmerica Trust Company of
New York, pursuant to which registrant issued its 6 5/8% Senior Notes, due 1998,
incorporated by reference to Exhibit 4.1 of registrant's Registration No. 33-54784.
(f) Indenture dated as of November 1, 1992 between registrant and The Bank of New York,
pursuant to which registrant issued its 6 7/8% Subordinated Notes, due 2005, incorporated
by reference to Exhibit 4.1 of registrant's Amendment to Application or Report on Form 8
dated March 1, 1993.
(g) First Supplemental Indenture dated as of July 1, 1993 to the Indenture dated as of January
1, 1992 between registrant and BankAmerica National Trust Company (formerly BankAmerica
Trust Company of New York), pursuant to which registrant issued its Senior Medium-Term
Notes, Series A, B and C; its 5 1/8% Senior Notes, due 1998; and its 5 3/8% Senior Notes,
due 2000, incorporated by reference to Exhibit 4.1 of registrant's Current Report on Form
8-K dated July 6, 1993.
(h) First Supplemental Indenture dated as of July 1, 1993 to the Indenture dated as of
November 1, 1992 between registrant and The Bank of New York, pursuant to which registrant
issued its Subordinated Medium-Term Notes, Series A and B; its 6 1/2% Subordinated Notes,
due 2003; and its 7 3/4% Subordinated Notes, due 2004, incorporated by reference to
Exhibit 4.4 of registrant's Current Report on Form 8-K dated July 6, 1993.
(i) Indenture dated as of January 1, 1995 between registrant and BankAmerica National Trust
Company, pursuant to which registrant issued its Floating Rate Senior Notes, due 1998; its
7% Senior Notes, due, 2003; its 7% Senior Notes, due 2001; and its Senior Medium-Term
Notes, Series D, E and F, incorporated by reference to Exhibit 4.1 of registrant's
Registration No. 33-57533.
(j) Indenture dated as of January 1, 1995 between registrant and The Bank of New York,
pursuant to which registrant issued its 7 5/8% Subordinated Notes, due 2005; its 7 3/4%
Subordinated Notes, due 2015; its 7 1/4% Subordinated Notes, due 2025; its 6 1/2%
Subordinated Notes, due 2006; its 7.80% Subordinated Notes, due 2016; and its Subordinated
Medium-Term Notes, Series D, E and F, incorporated by reference to Exhibit 4.1 of
registrant's Registration No. 33-57533.
(k) Fiscal and Paying Agency Agreement dated as of July 5, 1995, between registrant and The
Chase Manhattan Bank, N.A. (London Branch), pursuant to which registrant issued its
Floating Rate Senior Notes, due 2000, incorporated by reference to Exhibit 4(l) of the
1995 Form 10-K.
(l) Agency Agreement dated as of November 8, 1995 between registrant and The Chase Manhattan
Bank, N.A. (London Branch), pursuant to which registrant issued its Senior Euro
Medium-Term Notes, as amended and restated dated as of
July 5, 1996.
</TABLE>
E-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S> <C> <C>
(m) Issuing and Paying Agency Agreement dated as of April 10, 1995 between NationsBank,
N.A. (as successor to NationsBank, N.A. (Carolinas)), NationsBank of Texas, N.A. and
NationsBank, N.A. (South) (as successor to NationsBank of Georgia, N.A.), as Issuers,
and Bankers Trust Company, as Issuing and Paying Agent, incorporated by reference to
Exhibit 4(n) of the 1995 Form 10-K.
(n) Articles of Association of NationsBank, N.A. (South), incorporated by reference to
Exhibit 4(o) of the 1995 Form 10-K.
(o) Statement of Designation relating to the NationsBank, N.A. (South) Series H Preferred
Stock, incorporated by reference to Exhibit 4(p) of the 1995 Form 10-K.
(p) Statement of Designation relating to the NationsBank, N.A. (South) Series 1993A
Preferred Stock, incorporated by reference to Exhibit 4(q) of the 1995 Form 10-K.
(q) Specimen certificate of registrant's 7% Cumulative Redeemable Preferred Stock, Series
B.
(r) Indenture dated as of November 27, 1996 between the registrant and The Bank of New
York, incorporated by reference to Exhibit 4.10 of registrant's Registration No.
333-15375.
(s) First Supplemental Indenture dated as of December 4, 1996 to the Indenture dated as
of November 27, 1996 between the registrant and The Bank of New York pursuant to
which the registrant issued its 7.84% Junior Subordinated Deferrable Interest Notes
due 2026, incorporated by reference to Exhibit 4.3 of registrant's Current Report on
Form 8-K dated November 27, 1996.
(t) Second Supplemental Indenture dated as of December 17, 1996 to the Indenture dated as
of November 27, 1996 between the registrant and The Bank of New York pursuant to
which the registrant issued its 7.83% Junior Subordinated Deferrable Interest Notes
due 2026, incorporated by reference to Exhibit 4.3 of registrant's Current Report on
Form 8-K dated December 10, 1996.
(u) Third Supplemental Indenture dated as of February 3, 1997 to the Indenture dated as
of November 27, 1996 between the registrant and The Bank of New York pursuant to
which the registrant issued its Floating Rate Junior Subordinated Deferrable Interest
Notes due 2027, incorporated by reference to Exhibit 4.3 of registrant's Current
Report on Form 8-K dated January 22, 1997.
(v) The registrant has other long-term debt agreements, but these are not material in
amount. Copies of these agreements will be furnished to the Commission on request.
10. (a) Limited Partnership Agreement of CSC Associates, L. P., between The Citizens and
Southern Corporation and Cousins Properties Incorporated dated as of September 29,
1989, including Transfer of Partnership Interest between The Citizens and Southern
Corporation and C&S Premises, Inc. and First Amendment thereto, both of which are
incorporated by reference to Exhibit 10(ss) of registrant's Annual Report on Form
10-K dated March 25, 1992; and Second Amendment thereto dated as of December 31,
1990, incorporated by reference to Exhibit 10(a) of registrant's Annual Report on
Form 10-K dated March 30, 1995.
(b) The NationsBank Retirement Savings Plan, as effective January 1, 1993, incorporated *
by reference to Exhibit 10(d) of registrant's Annual Report on Form 10-K dated March
30, 1994; Amendment thereto dated as of December 31, 1993, incorporated by reference
to Exhibit 10(c) of registrant's Annual Report on Form 10-K dated March 30, 1995;
Amendments thereto dated as of December 31, 1994 and August 1, 1995, both of which
are incorporated by reference to Exhibit 10(b) of the 1995 Form 10-K; and Amendments
thereto dated as of December 31, 1995, January 1, 1996, June 30, 1996 and October 1,
1996.
(c) Investment Trust Agreement Under The NationsBank Retirement Savings Plan, as *
effective January 1, 1993, incorporated by reference to Exhibit 10(e) of registrant's
Annual Report on Form 10-K dated March 30, 1994.
(d) ESOP Trust Agreement Under The NationsBank Retirement Savings Plan, as effective *
January 1, 1993, incorporated by reference to Exhibit 10(f) of registrant's Annual
Report on Form 10-K dated March 30, 1994.
(e) Ancillary Trust Agreement for the Investment Trust of The NationsBank Retirement *
Savings Plan, as effective January 1, 1993, incorporated by reference to Exhibit
10(g) of registrant's Annual Report on Form 10-K dated March 30, 1994.
</TABLE>
E-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S> <C> <C>
(f) Independent Agency Agreement for the Investment Trust of The NationsBank Retirement *
Savings Plan, as effective January 1, 1993, incorporated by reference to Exhibit
10(h) of registrant's Annual Report on Form 10-K dated March 30, 1994.
(g) NationsBank Corporation and Designated Subsidiaries Directors' Retirement Plan, *
incorporated by reference to Exhibit 10(f) of registrant's Annual Report on Form 10-K
dated March 27, 1991; Amendment thereto dated as of September 28, 1994, incorporated
by reference to Exhibit 10(i) of registrant's Annual Report on Form 10-K dated March
30, 1995; and Amendment thereto dated as of April 24, 1996.
(h) NationsBank Corporation and Designated Subsidiaries Supplemental Executive Retirement *
Plan, incorporated by reference to Exhibit 10(j) of registrant's Annual Report on
Form 10-K dated March 30, 1995; Amendment thereto dated as of June 28, 1989,
incorporated by reference to Exhibit 10(g) of registrant's Annual Report on Form 10-K
dated March 28, 1990; Amendment thereto dated as of June 27, 1990, incorporated by
reference to Exhibit 10(g) of registrant's Annual Report on Form 10-K dated March 27,
1991; Amendment thereto dated as of July 21, 1991, incorporated by reference to
Exhibit 10(bb) of registrant's Annual Report on Form 10-K dated March 25, 1992;
Amendments thereto dated as of December 3, 1992 and December 15, 1992, both of which
are incorporated by reference to Exhibit 10(l) of registrant's Annual Report on Form
10-K dated March 24, 1993; and Amendment thereto dated as of September 28, 1994,
incorporated by reference to Exhibit 10(j) of registrant's Annual Report on Form 10-K
dated March 30, 1995.
(i) NationsBank Corporation and Designated Subsidiaries Deferred Compensation Plan for *
Key Employees, incorporated by reference to Exhibit 10(k) of registrant's Annual
Report on Form 10-K dated March 30, 1995; Amendment thereto dated as of June 28,
1989, incorporated by reference to Exhibit 10(h) of registrant's Annual Report on
Form 10-K dated March 28, 1990; Amendment thereto dated as of June 27, 1990,
incorporated by reference to Exhibit 10(h) of registrant's Annual Report on Form 10-K
dated March 27, 1991; Amendment thereto dated as of July 21, 1991, incorporated by
reference to Exhibit 10(bb) of registrant's Annual Report on Form 10-K dated March
25, 1992; and Amendment thereto dated as of December 3, 1992, incorporated by
reference to Exhibit 10(m) of registrant's Annual Report on Form 10-K dated March 24,
1993.
(j) 1986 Restricted Stock Award Plan of NationsBank Corporation, as amended, incorporated *
by reference to Exhibit 10(n) of registrant's Annual Report on Form 10-K dated March
24, 1993.
(k) The NationsBank Pension Plan, as effective January 1, 1993, incorporated by reference *
to Exhibit 10(n) of registrant's Annual Report on Form 10-K dated March 30, 1994;
Amendments thereto dated as of September 28, 1994, December 15, 1994 and December 28,
1994, all of which are incorporated by reference to Exhibit 10(m) of registrant's
Annual Report on Form 10-K dated March 30, 1995; Amendments thereto dated as of June
28, 1995, July 5, 1995, August 24, 1995 and September 28, 1995, all of which are
incorporated by reference to Exhibit 10(k) of the 1995 Form 10-K; and Amendments
thereto dated as of December 31, 1995, June 26, 1996 and October 2, 1996.
(l) NationsBank Corporation and Designated Subsidiaries Supplemental Retirement Plan, *
incorporated by reference to Exhibit 10(o) of registrant's Annual Report on Form 10-K
dated March 30, 1994; Amendment thereto dated as of June 28, 1989, incorporated by
reference to Exhibit 10(k) of registrant's Annual Report on Form 10-K dated March 28,
1990; Amendment thereto dated as of June 27, 1990, incorporated by reference to
Exhibit 10(k) of registrant's Annual Report on Form 10-K dated March 27, 1991;
Amendment thereto dated as of July 21, 1991, incorporated by reference to Exhibit
10(bb) of registrant's Annual Report on Form 10-K dated March 25, 1992; Amendments
thereto dated as of December 3, 1992 and December 4, 1992, both of which are
incorporated by reference to Exhibit 10(p) of registrant's Annual Report on Form 10-K
dated March 24, 1993; and Amendment thereto dated as of July 5, 1995, incorporated by
reference to Exhibit 10(l) of the 1995 Form 10-K.
</TABLE>
E-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S> <C> <C>
(m) NationsBank Corporation and Designated Subsidiaries Supplemental Executive Retirement *
Plan for Senior Management Employees, incorporated by reference to Exhibit 10(o) of
registrant's Annual Report on Form 10-K dated March 30, 1995; Amendment thereto dated
as of June 28, 1989, incorporated by reference to Exhibit 10(l) of registrant's
Annual Report on Form 10-K dated March 28, 1990; Amendment thereto dated as of June
27, 1990, incorporated by reference to Exhibit 10(1) of registrant's Annual Report on
Form 10-K dated March 27, 1991; Amendment thereto dated as of July 21, 1991,
incorporated by reference to Exhibit 10(bb) of registrant's Annual Report on Form
10-K dated March 25, 1992; Amendments thereto dated as of December 3, 1992 and
December 15, 1992, both of which are incorporated by reference to Exhibit 10(q) of
registrant's Annual Report on Form 10-K dated March 24, 1993; and Amendment thereto
dated as of September 28, 1994, incorporated by reference to Exhibit 10(o) of
registrant's Annual Report on Form 10-K dated March 30, 1995.
(n) Split Dollar Agreement dated as of February 1, 1990 between registrant and Hugh L. *
McColl III, as Trustee for the benefit of Hugh L. McColl, Jr. and Jane S. McColl,
incorporated by reference to Exhibit 10(s) of registrant's Annual Report on Form 10-K
dated March 27, 1991.
(o) NationsBank Corporation Benefit Security Trust dated as of June 27, 1990, *
incorporated by reference to Exhibit 10(t) of registrant's Annual Report on Form 10-K
dated March 27, 1991; First Supplement thereto dated as of November 30, 1992,
incorporated by reference to Exhibit 10(v) of registrant's Annual Report on Form 10-K
dated March 24, 1993; and Trustee Removal/Appointment Agreement dated as of December
19, 1995, incorporated by reference to Exhibit 10(o) of the 1995 Form 10-K.
(p) The NationsBank Retirement Savings Restoration Plan, as amended and restated *
effective July 1, 1996.
(q) Employment Arrangement with Fredric J. Figge, II dated July 27, 1987, incorporated by *
reference to Exhibit 10(tt) of registrant's Annual Report on Form 10-K dated March
25, 1992.
(r) NationsBank Corporation Executive Incentive Compensation Plan, as amended and *
restated effective July 1, 1996.
(s) NationsBank Corporation Key Employee Deferral Plan, as amended and restated effective *
July 1, 1996.
(t) NationsBank Corporation Director Deferral Plan, as amended and restated effective *
April 24, 1996.
(u) Special Trust Agreement under The NationsBank Pension Plan, as effective December 31, *
1994, incorporated by reference to Exhibit 10(y) of registrant's Annual Report on
Form 10-K dated March 30, 1995.
(v) NationsBank Corporation Key Employee Stock Plan, as amended and restated effective
December 20, 1996. *
(w) NationsBank Corporation Directors' Stock Plan, incorporated by reference to Exhibit *
99.1 of registrant's Registration No. 333-02875.
(x) Amendment to Restricted Stock Award Plan Agreements with Hugh L. McColl, Jr. dated *
December 20, 1996.
(y) Agreement and Plan of Merger, by and between Boatmen's Bancshares, Inc. and
registrant, dated as of August 29, 1996, incorporated by reference to Exhibit 2.1 of
registrant's Registration No. 333-16189; Amendment thereto, dated as of November 11,
1996, incorporated by reference to Exhibit 2.2 of registrant's Registration No.
333-16189; and Amendment thereto, dated as of January 6, 1997.
(z) Employment Agreement, dated as of September 26, 1996, by and between registrant and *
Andrew B. Craig, III, incorporated by reference to Exhibit 10.1 of registrant's
Registration No. 333-16189.
(aa) Employment Agreement, dated as of January 30, 1996, as amended May 17, 1996, by and *
between Boatmen's Bancshares, Inc. and Andrew B. Craig, III, incorporated by
reference to Exhibit 10.2 of registrant's Registration No. 333-16189.
11. Earnings per share computation.
12. (a) Ratio of Earnings to Fixed Charges.
(b) Ratio of Earnings to Fixed Charges and Preferred Dividends.
13. 1996 Annual Report to Shareholders. This exhibit contains only those portions of the Annual
Report that are incorporated by reference herein.
</TABLE>
E-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S> <C> <C>
21. List of Subsidiaries of Registrant.
23. Consent of Price Waterhouse LLP.
24. (a) Power of Attorney.
(b) Corporate Resolution.
27. Financial Data Schedule.
</TABLE>
* Denotes executive compensation plan or arrangement.
E-5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<DESCRIPTION>EXHIBIT 4(L)
<TEXT>
AMENDED AND RESTATED
AGENCY AGREEMENT
RELATING TO
NATIONSBANK CORPORATION,
U.S. $4,500,000,000
Euro Medium-Term Note Program
AMONG
NATIONSBANK CORPORATION
as Issuer
and
THE CHASE MANHATTAN BANK, N.A., London Branch
as Issuing and Principal Paying Agent
and
CHASE MANHATTAN BANK LUXEMBOURG S.A.
as Paying Agent
Dated as of July 5, 1996
<PAGE>
INDEX
Clause Page
1. Definitions and Interpretation.................................... 1
2. Appointments of Agent, Paying Agents
and Calculation Agents......................................... 3
3. Issue of Temporary Global Notes................................... 4
4. Determination of Exchange Date, Issue of Permanent
Global Notes or Definitive Notes and
Determination of Restricted Period............................. 5
5. Issue of Definitive Notes......................................... 6
6. Terms of Issue.................................................... 6
7. Payments.......................................................... 7
8. Determinations and Notifications in Respect of
Notes and Interest Determination............................... 9
9. Notice of any Withholding or Deduction............................ 11
10. Duties of the Agent in Connection with Early
Redemption..................................................... 12
11. Receipt and Publication of Notices; Receipt of
Certificates................................................... 13
12. Cancellation of Notes, Receipts, Coupons and Talons............... 13
13. Issue of Replacement Notes, Receipts, Coupons and
Talons......................................................... 14
14. Copies of Documents Available for Inspection...................... 15
15. Meetings of Noteholders........................................... 15
16. Repayment by the Agent............................................ 16
17. Conditions of Appointment......................................... 16
18. Communication Between the Parties................................. 17
19. Change in Agent and Paying Agents................................. 17
20. Merger and Consolidation.......................................... 19
21. Notification of Changes to Paying Agents.......................... 19
22. Change of Specified Office........................................ 19
23. Notices........................................................... 19
24. Taxes and Stamp Duties............................................ 20
25. Commissions, Fees and Expenses.................................... 20
26. Indemnity......................................................... 21
27. Reporting......................................................... 21
28. Governing Law..................................................... 22
29. Amendments........................................................ 22
30. Descriptive Headings.............................................. 23
31. Counterparts...................................................... 23
Schedule 1 - Form of Temporary Global Note
- ----------
Schedule 2 - Form of Permanent Global Note
- ----------
Schedule 3 - Form of Definitive Note, Coupon, Receipt and Talon
- ----------
Schedule 4 - Terms and Conditions
- ----------
Schedule 5 - Form of Certificate to be Presented by Euroclear or
Cedel Bank
- ----------
Schedule 6 - Form of Certificate of Beneficial Owner
- ----------
Schedule 7 - Provision for Meetings of Noteholders
- ----------
Schedule 8 - Form of Put Notice
- ----------
Schedule 9 - Form of Calculation Agency Agreement
- ----------
<PAGE>
THIS AMENDED AND RESTATED AGREEMENT dated as of July 5, 1996 among:
(i) NationsBank Corporation (the "Corporation");
(ii) The Chase Manhattan Bank, N.A., London Branch (the
"Agent" and the "Issuing and
Principal Paying Agent"); and
(iii) Chase Manhattan Bank Luxembourg S.A. (the "Paying
Agent").
WHEREAS, the Corporation, the Agent and the Paying Agent wish
to record the arrangements originally agreed among them pursuant to that certain
Agency Agreement dated November 8, 1995 (the "Original Agency Agreement").
WHEREAS, the Corporation proposes to issue up to U.S.
$4,500,000,000 (or its equivalent in other currencies) in aggregate principal
amount of Euro Medium-Term Notes (the "Notes") outstanding at any one time as
provided in an amended and restated Program Agreement of even date among the
Corporation, the Arrangers and the Dealers named therein (the "Program
Agreement") and as described in an Offering Circular of even date (the "Offering
Circular");
WHEREAS, Notes will be issued in the denominations specified
in the relevant Pricing Supplement issued in connection with each Series and
each Tranche of Notes;
WHEREAS, beneficial interests in each Tranche of Notes will
initially be represented by a Temporary Global Note, exchangeable, as provided
in such Temporary Global Note, for beneficial interests in a Permanent Global
Note and, only under limited circumstances, beneficial interests in a Global
Note may be exchangeable for Definitive Notes, in each case in accordance with
the terms of the Global Notes; and
NOW, THEREFORE, it is agreed as follows:
1. Definitions and Interpretation
(1) Terms and expressions defined in the Program Agreement or
the Notes or used in the applicable Pricing Supplement shall have the same
meanings in this Agreement, except where the context requires otherwise.
(2) Without prejudice to the foregoing in this Agreement:
"outstanding" means, in relation to the Notes, all the Notes
issued other than (a) those which have been redeemed in accordance with the
Terms and Conditions, (b) those in respect of which the date for redemption in
accordance with the Terms and Conditions has occurred and the redemption moneys
(including all interest accrued on such Notes to the date for such redemption
and any interest or other amounts payable under the Terms and Conditions after
such date) have been duly paid to the Agent as provided in this Agreement and
remain available for payment against presentation and surrender of Notes and/or
Receipts and/or Coupons, as the case may be, (c) those which have become void
under Condition 8, (d) those which have been purchased and canceled as provided
in Condition 6 (or as provided in the Global Notes), (e) those mutilated or
defaced Notes which have been surrendered in exchange for replacement Notes
pursuant to Condition 10, (f) (for the purposes only of determining how many
Notes are outstanding and without prejudice to their status for any other
purpose) those Notes alleged to have been lost, stolen or destroyed and in
respect of which replacement Notes have been issued pursuant to Condition 10,
(g) any Temporary Global Note to the extent that it shall have been exchanged
for a Permanent Global Note, in each case pursuant to their respective
provisions; provided that for the purposes of (i) ascertaining the right to
attend and vote at any meeting of the Noteholders and (ii) the determination of
how many Notes are outstanding for the purposes of Schedule 7, those Notes which
are beneficially held by, or are held on behalf of, the Corporation or any of
its affiliates shall (unless and until ceasing to be so held) be deemed not to
remain outstanding;
<PAGE>
"Paying Agents" means the Issuing and Principal Paying Agent
and the Paying Agent referred to above and such other Paying Agent or Agents as
may be appointed from time to time hereunder; and
(3) The term "Notes" as used in this Agreement shall include
the Permanent Global Note, the Definitive Notes and the Coupons and, as the case
may be, the Temporary Global Note. The term "Global Note" as used in this
Agreement shall include both the Temporary Global Note and the Permanent Global
Note, each of which is a "Global Note." The term "Noteholders" as used in this
Agreement shall mean the several persons who are for the time being the holders
of the Notes, which expression shall, while the Notes are represented by a
Global Note, mean (other than with respect to the payment of principal and
interest on the Notes, the right to which shall be vested as against the
Corporation solely in the bearer of such Global Note in accordance with and
subject to its terms) the persons for the time being shown in the records of
Euroclear (as defined below) or Cedel Bank (as defined below)(other than Cedel
Bank, if Cedel Bank shall be an accountholder of Euroclear, and Euroclear, if
Euroclear shall be an accountholder of Cedel Bank) as the Noteholders of
particular principal amounts of Notes (in which regard any certificate or other
document issued by Euroclear or Cedel Bank as to the principal amount of Notes
standing to the credit of the account of any person shall be conclusive and
binding for all purposes).
(4) For purposes of this Agreement, the Notes of each Series
shall form a separate series of Notes and the provisions of this Agreement shall
apply mutatis mutandis separately and independently to the Notes of each Series
and in such provisions the expressions "Notes", "Noteholders", "Receipts,
"Receiptholders", "Coupons", "Couponholders", "Talons" and "Talonholders" shall
be construed accordingly.
(5) All references in this Agreement to principal and/or
interest or both in respect of the Notes or to any moneys payable by the
Corporation under this Agreement shall have the meaning set out in Condition 5.
(6) All references in this Agreement to the "relevant
currency" shall be construed as references to the currency (which term shall,
for these purposes, be deemed to include ECU) in which the relevant Notes and/or
Coupons are denominated (or payable in the case of Dual Currency Notes) or, in
the case of Notes denominated in ECU, the chosen currency (as defined in
Condition 5(c)) in which payments in respect of such Notes are to be made, as
the case may be.
(7) In this Agreement, Clause headings are inserted for
convenience and ease of reference only and shall not affect the interpretation
of this Agreement. All references in this Agreement to the provisions of any
statute shall be deemed to be references to that statute as from time to time
modified, extended, amended or re-enacted or to any statutory instrument, order
or regulation made thereunder or under such re-enactment.
(8) All references in this Agreement to an agreement,
instrument or other document (including, without limitation, this Agreement, the
Program Agreement, the Notes and any Terms and Conditions appertaining thereto)
shall be construed as a reference to that agreement, instrument or document as
the same may be amended, modified, varied or supplemented from time to time.
(9) Any references herein to Euroclear and/or Cedel Bank
shall, whenever the context so permits, be deemed to include a reference to any
additional or alternative clearance system approved by the Corporation and the
Agent.
2. Appointments of Agent, Paying Agents and Calculation
Agents
(1) The Corporation hereby appoints The Chase Manhattan Bank,
N.A., London Branch, as Agent and The Chase Manhattan Bank, N.A., London Branch,
hereby accepts such appointment as Agent of the Corporation, upon the terms and
subject to the conditions set out below, for the purposes of, INTER ALIA:
(a) completing, authenticating and delivering Globa
Notes and (if required) authenticating and delivering
Definitive Notes;
-2-
<PAGE>
(b) exchanging Temporary Global Notes for Permanent
Global Notes or Definitive Notes, as the case may be, in
accordance with the terms of such Temporary Global Notes;
(c) under limited circumstances, exchanging
Permanent Global Notes for Definitive Notes in accordance
with the terms of such Permanent Global Notes;
(d) paying sums due on Global Notes and Definitive
Notes, Receipts and Coupons;
(e) determining the end of the Restricted Period
applicable to each Tranche;
(f) unless otherwise specified in the applicable
Pricing Supplement, determining the interest and/or other
amounts payable in respect of the Notes in accordance with the
Terms and Conditions;
(g) arranging on behalf of the Corporation for
notices to be communicated to the Noteholders;
(h) preparing and sending monthly reports to the
Ministry of Finance of Japan (the "MoF"), the German Central
Bank and the Bank of England and, subject to confirmation from
the Corporation for the need for such further reporting,
ensuring that all necessary action is taken to comply with any
reporting requirements of any competent authority of any
relevant currency as may be in force from time to time with
respect to the Notes to be issued under the Program;
(i) subject to the Procedures Memorandum, submitting
to the Stock Exchange such number of copies of each Pricing
Supplement which relates to Notes which are to be listed as it
may reasonably require;
(j) receiving notice from Euroclear and/or Cedel
Bank relating to the certificates of non-US. beneficial
ownership of the Notes; and
(k) performing all other obligations and duties
imposed upon it by the Terms and Conditions and this
Agreement.
(2) The Corporation may, in its discretion, appoint one or
more agents outside the United States and its possessions (each a "Paying
Agent") for the payment (subject to applicable laws and regulations) of the
principal of and any interest and Additional Amounts, if any, (as defined in
Section 5 of the Terms and Conditions) on the Notes. The Corporation hereby
appoints Chase Manhattan Bank Luxembourg S.A., at its office in Luxembourg at 5
rue Plaetis, L-2338 Luxembourg-Grund, as its Paying Agent in Luxembourg. Each
Paying Agent shall have the powers and authority granted to and conferred upon
it herein and in the Notes, and such further powers and authority, acceptable to
it, to act on behalf of the Corporation as the Corporation may hereafter grant
to or confer upon it in writing. As used herein, "paying agencies" shall mean
paying agencies maintained by a Paying Agent on behalf of the Corporation as
provided elsewhere herein.
(3) The Corporation will appoint an agent to make certain
calculations with respect to the Notes (the "Calculation Agent") pursuant to the
Terms and Conditions.
3. Issue of Temporary Global Notes
(1) Subject to sub-clause (2), following receipt of a
notification from the Corporation in respect of an issue of Notes (such
notification being by receipt of a confirmation (a "Confirmation"),
substantially in the applicable form set out in the Procedures Memorandum) the
Agent will take the steps required of the Agent in the Procedures Memorandum.
For this purpose the Agent is hereby authorized on behalf of the Corporation:
-3-
<PAGE>
(a) to prepare a Temporary Global Note in accordance
with such Confirmation by attaching a copy of the applicable
Pricing Supplement to a copy of the relevant master Temporary
Global Note;
(b) to authenticate (or cause to be authenticated)
such Temporary Global Note;
(c) to deliver such Temporary Global Note to the
specified common depositary of Euroclear and/or Cedel Bank in
accordance with the Confirmation against receipt from the
common depositary of confirmation that such common depositary
is holding the Temporary Global Note in safe custody for the
account of Euroclear and/or Cedel Bank and to instruct
Euroclear or Cedel Bank or both of them (as the case may be)
unless otherwise agreed in writing between the Agent and the
Corporation (i) in the case of an issue of Notes on a
non-syndicated basis, to credit the Notes represented by such
Temporary Global Note to the Agent's distribution account, and
(ii) in the case of Notes issued on a syndicated basis, to
hold the Notes represented by such Temporary Global Note to
the Corporation's order; and
(d) to ensure that the Notes of each Tranche are
assigned a Common Code and ISIN by Euroclear and Cedel Bank
which are different from the Common Code and ISIN assigned to
Notes of any other Tranche of the same Series until 40 days
after the completion of the distribution of the Notes of such
Tranche as notified by the Agent to the relevant Dealer.
(2) The Agent shall only be required to perform its
obligations under sub-clause (1) if it holds:
(a) master Temporary Global Notes, duly executed by a
person or persons authorized to execute the same on behalf of
the Corporation, which may be used by the Agent for the
purpose of preparing Temporary Global Notes in accordance with
paragraph (a) of that sub-clause; and
(b) master Permanent Global Notes, duly executed by a
person or persons authorized to execute the same on behalf of
the Corporation, which may be used by the Agent for the
purpose of preparing Permanent Global Notes in accordance with
Clause 4 below.
(3) The Agent will provide Euroclear and/or Cedel Bank with
the notifications, instructions or other information to be given by the Agent to
Euroclear and/or Cedel Bank in accordance with the standard procedures of
Euroclear and/or Cedel Bank.
4. Determination of Exchange Date, Issue of Permanent Global
Notes or Definitive Notes and Determination of Restricted
Period
(1) (a) The Agent shall determine the Exchange Date for each
Temporary Global Note in accordance with the terms thereof.
Forthwith upon determining the Exchange Date in respect of any
Tranche the Agent shall notify such determination to the
Corporation, the relevant Dealer, Euroclear and Cedel Bank.
(b) The Agent shall deliver, upon notice from
Euroclear or Cedel Bank, a Permanent Global Note or Definitive
Notes, as the case may be, in accordance with the terms of the
Temporary Global Note. Upon any such exchange of a portion of
a Temporary Global Note for an interest in a Permanent Global
Note the Agent is hereby authorized on behalf of the
Corporation:
(i) in the case of the first Tranche of any
Series of Notes, to prepare and complete a Permanent
Global Note in accordance with the terms of the
Temporary Global Note applicable to such Tranche by
attaching a copy of the applicable Pricing Supplement
to a copy of the relevant master Permanent Global
Note;
-4-
<PAGE>
(ii) in the case of the first Tranche of
any Series of Notes, to authenticate such Permanent
Global Note;
(iii) in the case of the first Tranche of
any Series of Notes, to deliver such Permanent Global
Note to the common depositary which is holding the
Temporary Global Note applicable to such Tranche for
the time being on behalf of Euroclear and/or Cedel
Bank either in exchange for such Temporary Global
Note or, in the case of a partial exchange, on
entering details of such partial exchange of the
Temporary Global Note in the relevant spaces in
Schedule 2 of both the Temporary Global Note and the
Permanent Global Note, and in either case against
receipt from the common depositary of confirmation
that such common depositary is holding the Permanent
Global Note in safe custody for the account of
Euroclear and/or Cedel Bank; and
(iv) in any other case, to attach a copy of
the applicable Pricing Supplement to the Permanent
Global Note applicable to the relevant Series and
enter details of any exchange in whole or part as
aforesaid.
(2) (a) In the case of a Tranche in respect of which there is
only one Dealer, the Agent will determine the end of the
Restricted Period in respect of such Tranche as being the
fortieth day following the date certified by the relevant
Dealer to the Agent as being the date as of which distribution
of the Notes of that Tranche was completed.
(b) In the case of a Tranche in respect of which
there is more than one Dealer but is not issued on a
syndicated basis, the Agent will determine the end of the
Restricted Period in respect of such Tranche as being the
fortieth day following the latest of the dates certified by
all the relevant Dealers to the Agent as being the respective
dates as of which distribution of the Notes of that Tranche
purchased by each such dealer was completed.
(c) In the case of a Tranche issued on a syndicated
basis, the Agent will determine the end of the Restricted
Period in respect of such Tranche as being the fortieth day
following the date certified by the Lead Manager to the Agent
as being the date as of which distribution of the Notes of
that Tranche was completed.
(d) Forthwith upon determining the end of the
Restricted Period in respect of any Tranche, the Agent shall
notify such determination to the Corporation and the relevant
Dealer or the Lead Manager in the case of a syndicated issue.
5. Issue of Definitive Notes
(1) Interests in a Global Note will be exchangeable for
Definitive Notes with Coupons attached only if: (i) an Event of Default (as
defined in the Terms and Conditions) occurs and is continuing, or (ii) the
Corporation is notified that either Euroclear or Cedel Bank has been closed for
business for a continuous period of 14 days (other than by reason of holiday,
statutory or otherwise) after the original issuance of the Notes or has
announced an intention permanently to cease business or has in fact done so and
no alternative clearance system approved by the Noteholders is available, or
(iii) the Corporation, after notice to the Agent, determines to issue Notes in
definitive form. Upon the occurrence of these events, the Agent shall deliver
the relevant Definitive Note(s) in accordance with the terms of the relevant
Global Note.
For this purpose the Agent is hereby authorized on behalf of
the Corporation:
(a) to authenticate such Definitive Note(s) in
accordance with the provisions of this Agreement; and
(b) to deliver such Definitive Note(s) to or to the
order of Euroclear and/or Cedel Bank in exchange for such
Global Note.
-5-
<PAGE>
The Agent shall notify the Corporation forthwith upon receipt of a request for
issue of (a) Definitive Note(s) in accordance with the provisions of a Global
Note and this Agreement (and the aggregate principal amount of such Temporary
Global Note or Permanent Global Note, as the case may be, to be exchanged in
connection therewith).
(2) The Corporation undertakes to deliver to the Agent
sufficient numbers of executed Definitive Notes with, if applicable, Receipts,
Coupons and Talons attached to enable the Agent to comply with its obligations
under this Clause 5.
6. Terms of Issue
(1) The Agent shall cause all Temporary Global Notes,
Permanent Global Notes and Definitive Notes delivered to and held by it under
this Agreement to be maintained in safe custody and shall ensure that such Notes
are issued only in accordance with the provisions of this Agreement and the
relevant Global Note and Terms and Conditions.
(2) Subject to the procedures set out in the Procedures
Memorandum, for the purposes of Clause 3(1) the Agent is entitled to treat a
telephone, telex or facsimile communication from a person purporting to be (and
who the Agent believes in good faith to be) the authorized representative of the
Corporation named in the lists referred to in, or notified pursuant to, Clause
17(7) as sufficient instructions and authority of the Corporation for the Agent
to act in accordance with Clause 3(l).
(3) In the event that a person who has signed on behalf of the
Corporation any Note not yet issued but held by the Agent in accordance with
Clause 3(1) ceases to be authorized as described in Clause 17(7), the Agent
shall (unless the Corporation gives notice to the Agent that Notes signed by
that person do not constitute valid and binding obligations of the Corporation
or otherwise until replacements have been provided to the Agent) continue to
have authority to issue any such Notes, and the Corporation hereby warrants to
the Agent that such Notes shall, unless notified as aforesaid, be valid and
binding obligations of the Corporation. Promptly upon such person ceasing to be
authorized, the Corporation shall provide the Agent with replacement Notes and
upon receipt of such replacement Notes the Agent shall cancel and destroy the
Notes held by it which are signed by such person and shall provide to the
Corporation a confirmation of destruction in respect thereof specifying the
Notes so canceled and destroyed.
(4) If the Agent pays an amount (the "Advance") to the
Corporation on the basis that a payment (the "Payment") has been, or will be,
received from a Dealer and if the Payment is not received by the Agent on the
date the Agent pays the Corporation, the Agent shall notify the Corporation by
tested telex or facsimile that the Payment has not been received and the
Corporation shall repay to the Agent the Advance and shall pay interest on the
Advance (or the unreimbursed portion thereof) from (and including) the date such
Advance is made to (but excluding) the earlier of repayment of the Advance and
receipt by the Agent of the Payment (at a rate quoted at that time by the Agent
as its cost of funding the Advance).
(5) Except in the case of issues where the Agent does not act
as receiving bank for the Corporation in respect of the purchase price of the
Notes being issued, if on the relevant Issue Date a Dealer does not pay the full
purchase price due from it in respect of any Note (the "Defaulted Note") and, as
a result, the Defaulted Note remains in the Agent's distribution account with
Euroclear and/or Cedel Bank) after such Issue Date, the Agent will continue to
hold the Defaulted Note to the order of the Corporation. The Agent shall notify
the Corporation forthwith of the failure of the Dealer to pay the full purchase
price due from it in respect of any Defaulted Note and, subsequently, shall
notify the Corporation forthwith upon receipt from the Dealer of the full
purchase price in respect of such Defaulted Note.
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7. Payments
(1) The Agent shall advise the Corporation, no later than ten
Business Days (as defined below) immediately preceding the date on which any
payment is to be made to the Agent pursuant to this sub-clause (1) of the
payment amount, value date and payment instructions and the Corporation will
before 10:00 a.m. New York time on each date on which any payment in respect of
any Notes issued by it becomes due, transfer to an account specified by the
Agent such amount in the relevant currency as shall be sufficient for the
purposes of such payment in funds settled through such payment system as the
Agent and the Corporation may agree.
(2) The Corporation will ensure that no later than 4:00 p.m.
(London time) on the second Business Day (as defined below) immediately
preceding the date on which any payment is to be made to the Agent pursuant to
sub-clause (1), the Agent shall receive from the paying bank of the Corporation
an irrevocable confirmation in the form of a SWIFT message or tested telex that
such payment shall be made. For the purposes of this Clause 7 "Business Day"
means a day which is both:
(a) a day (other than a Saturday or a Sunday) on
which commercial banks and foreign exchange markets settle
payments in London and in Charlotte, North Carolina; and
(b) either (1) in relation to a payment to be made in
a Specified Currency other than ECU, a day on which commercial
banks and foreign exchange markets settle payments in the
principal financial center of the country of the relevant
Specified Currency (if other than London) or (2) in relation
to a payment to be made in ECU, an ECU Settlement Day.
(3) The Agent shall ensure that payments of both principal and
interest in respect of any Temporary Global Note will be made only to the extent
that certification of non-U.S. beneficial ownership as required by U.S.
securities laws and U.S. Treasury regulations (in the form set out in the
Temporary Global Note) has been received from Euroclear and/or Cedel Bank in
accordance with the terms thereof.
(4) Subject to the receipt by the Agent of the payment
confirmation as provided in sub-clause (2) above, the Agent or the relevant
Paying Agent shall pay or cause to be paid all amounts due in respect of the
Notes on behalf of the Corporation in the manner provided in the Terms and
Conditions. If any payment provided for in sub-clause (l) is made late but
otherwise in accordance with the provisions of this Agreement, the Agent and
each Paying Agent shall nevertheless make payments in respect of the Notes as
aforesaid following receipt by it of such payment.
(5) If for any reason the Agent considers in its sole
discretion that the amounts to be received by the Agent pursuant to sub-clause
(1) will be, or the amounts actually received by it pursuant thereto are,
insufficient to satisfy all claims in respect of all payments then falling due
in respect of the Notes, neither the Agent nor any Paying Agent shall be obliged
to pay any such claims until the Agent has received the full amount of all such
payments. Should the Agent or any Paying Agent elect not to make payment of
amounts falling due in respect of the Notes as aforesaid, it shall advise the
Corporation of any such decision as soon as practicable by telephone with
confirmation by telefax.
(6) Without prejudice to sub-clauses (4) and (5), if the Agent
pays any amounts to the holders of Notes, Receipts or Coupons or to any Paying
Agent at a time when it has not received payment in full in respect of the
relevant Notes in accordance with sub-clause (1) (the excess of the amounts so
paid over the amounts so received being the "Shortfall"), the Corporation will,
in addition to paying amounts due under sub-clause (l), pay to the Agent on
demand interest (at a rate which represents the Agent's cost of funding the
Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the
receipt in full by the Agent of the Shortfall.
(7) The Agent shall on demand promptly reimburse each Paying
Agent for payments in respect of Notes properly made by such Paying Agent in
accordance with this Agreement and the Terms and Conditions unless the Agent has
notified the Paying Agent, prior to the opening of business in the location of
the office of the Paying Agent through which payment in respect of the Notes can
be made prior to the day on which such Agent has to give payment instructions in
respect of the due date of a payment in respect of the Notes, that the
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Agent does not expect to receive sufficient funds to make payment of all amounts
falling due in respect of such Notes.
(8) If the Agent pays out on or after the due date therefor,
or becomes liable to pay out, funds on the assumption that the corresponding
payment by the Corporation has been or will be made and such payment has in fact
not been so made by the Corporation, then the Corporation shall on demand
reimburse the Agent for the relevant amount, and pay interest to the Agent on
such amount from the date on which it is paid out to the date of reimbursement
at a rate per annum equal to the cost to the Agent of funding the amount paid
out, as certified by the Agent and expressed as a rate per annum. For the
avoidance of doubt, the provisions of the Terms and Conditions as to
subordination shall not apply to the Corporation's obligations under this
sub-clause 8.
(9) While any Notes are represented by a Global Note or Global
Notes, all payments due in respect of such Notes shall be made to, or to the
order of, the holder of the Global Note or Global Notes, subject to and in
accordance with the provisions of the Global Note or Global Notes. On the
occasion of any such payment the Paying Agent to which any Global Note was
presented for the purpose of making such payment shall cause the appropriate
Schedule to the relevant Global Note to be annotated so as to evidence the
amounts and dates of such payments of principal and/or interest as applicable.
(10) If a payment in respect of a Note denominated in ECU
is to be made in a chosen currency:
(i) the Agent shall choose a component currency of
the ECU as the chosen currency as provided in Condition 5(c)
and shall forthwith notify the Corporation, the other Paying
Agents and the Stock Exchange;
(ii) the Agent shall promptly perform the duties
required of it under Condition 5(c); and
(iii) the Agent shall notify the Corporation and the
other Paying Agents of the amount payable per Note and Coupon
in the chosen currency.
(11) If the amount of principal and/or interest then due for
payment is not paid in full (otherwise than by reason of a deduction required by
law to be made therefrom), the Paying Agent to which a Note is presented for the
purpose of making such payment shall make a record of such shortfall on the Note
and such record shall, in the absence of manifest error, be prima facie evidence
that the payment in question has not to that extent been made.
8. Determinations and Notifications in Respect of Notes
and Interest Determination
(a) Determinations and Notifications
(1) The Agent shall make all such determinations and
calculations (howsoever described) as it is required to do under the Terms and
Conditions, all subject to and in accordance with the Terms and Conditions,
provided that certain calculations with respect to the Notes, and associated
publication or notification, shall be made by the Calculation Agent in
accordance with the Terms and Conditions.
(2) The Agent or the Calculation Agent, as the case may be,
shall not be responsible to the Corporation or to any third party (except in the
event of negligence, default or bad faith of the Agent or the Calculation Agent)
as a result of the Agent or the Calculation Agent having acted in good faith on
any quotation given by any Reference Bank which subsequently may be found to be
incorrect.
(3) The Agent or the Calculation Agent, as the case may be,
shall promptly notify (and confirm in writing to) the Corporation, the other
Paying Agents and (in respect of a Series of Notes listed on a Stock Exchange)
the relevant Stock Exchange of, INTER ALIA, each Rate of Interest, Interest
Amount and Interest Payment Date and all other amounts, rates and dates which it
is obliged to determine or calculate under the Terms
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and Conditions as soon as practicable after the determination thereof (and in
any event no later than the tenth Business Day as defined in Clause 7(2)
immediately preceding the date on which payment is to be made to the Agent
pursuant to Clause 7(l)) and of any subsequent amendment thereto pursuant to the
Terms and Conditions.
(4) The Agent or the Calculation Agent, as the case may be,
shall use its best efforts to cause each Rate of Interest, Interest Amount and
Interest Payment Date and all other amounts, rates and dates which it is obliged
to determine or calculate under the Terms and Conditions to be published as
required in accordance with the Terms and Conditions as soon as possible after
their determination or calculation.
(5) If the Agent or the Calculation Agent, as the case may be,
does not at any material time for any reason determine and/or calculate and/or
publish the Rate of Interest, Interest Amount and/or Interest Payment Date in
respect of any Interest Period or any other amount, rate or date as provided in
this Clause 8, it shall forthwith notify the Corporation and the Paying Agents
of such fact.
(6) Determinations with regard to Notes (including, without
limitation, Indexed Notes and Dual Currency Notes) shall be made by the
Calculation Agent specified in the applicable Pricing Supplement in the manner
specified in the applicable Pricing Supplement. Unless otherwise agreed between
the Corporation and the relevant Dealer, such determinations shall be made on
the basis of a Calculation Agency Agreement substantially in the form of
Schedule 9 to this Agreement.
(7) For the purposes of monitoring the aggregate principal
amount of Notes issued under the Program, the Agent shall determine the U.S.
dollar equivalent of the principal amount of each issue of Notes denominated in
another currency, each issue of Dual Currency Notes and each issue of Indexed
Notes as follows:
(a) the U.S. dollar equivalent of Notes denominated
in a currency other than U.S. Dollars shall be determined by
the Agent as of the date of the agreement to issue such Notes
or on the preceding day on which commercial banks and foreign
exchange markets are open for business in London, in each case
on the basis of the spot rate for the sale of the U.S. dollar
against the purchase of such other currency in the London
foreign exchange market quoted by any leading bank selected by
the Agent;
(b) the U.S. dollar equivalent of Dual Currency
Notes, Indexed Notes and Partly Paid Notes shall be determined
in the manner specified above by reference to the original
principal amount of such Notes; and
(c) the U.S. dollar equivalent of Zero Coupon Notes
and other Notes issued at a discount shall be deemed to be the
net proceeds received by the Company for the relevant issue.
(b) Interest Determination, Screen Rate Determination
including Fallback Provisions
(1) Where screen rate determination ("Screen Rate
Determination") is specified in the applicable Pricing Supplement as the manner
in which the Rate of Interest is to be determined, the Rate of Interest for each
Interest Period will, subject as provided below, be either:
(A) the offered quotation (if there is only one
quotation on the relevant screen page (the "Relevant
Screen Page")); or
(B) the arithmetic mean (rounded if necessary to the
fifth decimal place, with 0.000005 being rounded upwards) of
the offered quotations,
(expressed as a percentage rate per annum), for the reference rate ("Reference
Rate") which appears or appear, as the case may be, on the Relevant Screen Page
at approximately 11:00 a.m. (London time) on the interest determination date
("Interest Determination Date") in question plus or minus (as indicated in the
applicable Pricing Supplement) the Margin (if any), all as determined by the
Calculation Agent. If five or more such offered quotations are available on the
Relevant Screen Page, the highest (or, if there is more than one such highest
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quotation, one only of such quotations) and the lowest (or, if there is more
than one such lowest quotation, one only of such quotations) shall be
disregarded by the Calculation Agent for the purpose of determining the
arithmetic mean (rounded as provided above) of such offered quotations.
(2) If the Relevant Screen Page is not available or if, in the
case of sub-clause(b)(1)(A) above, no such offered quotation appears or, in the
case of sub-clause (b)(1)(B) above, fewer than three such offered quotations
appear, in each case as at the time specified in the preceding paragraph, the
Calculation Agent shall at its sole discretion request the principal London
office of each of the Reference Banks (defined below) to provide the Calculation
Agent with its offered quotation (expressed as a percentage rate per annum) for
deposits in the Specified Currency for the relevant Interest Period to leading
banks in the London inter-bank market at approximately 11:00 a.m. (London time)
on the Interest Determination Date in question. If two or more of the Reference
Banks provide the Calculation Agent with such offered quotations, the Rate of
Interest for such Interest Period shall be the arithmetic mean (rounded if
necessary to the fifth decimal place with 0.000005 being rounded upwards) of
such offered quotations plus or minus (as appropriate) the Margin (if any), all
as determined by the Calculation Agent.
(3) If on any Interest Determination Date one only or none of
the Reference Banks provides the Calculation Agent with such offered quotations
as provided in the preceding paragraph, the Rate of Interest for the relevant
Interest Period shall be the rate per annum which the Calculation Agent
determines as being the arithmetic mean (rounded if necessary to the fifth
decimal place, with 0.000005 being rounded upwards) of the rates, as
communicated to (and at the request of) the Calculation Agent by the Reference
Banks or any two or more of them, at which such banks offered, at approximately
11:00 a.m. (London time) on the relevant Interest Determination Date, deposits
in the Specified Currency for the relevant Interest Period by leading banks in
the London inter-bank market plus or minus (as appropriate) the Margin (if any).
If fewer than two of the Reference Banks provide the Calculation Agent with such
offered quotations, the Rate of Interest shall be the offered quotation for
deposits in the Specified Currency for the relevant Interest Period, or the
arithmetic mean (rounded as provided above) of the offered quotations for
deposits in the Specified Currency for the relevant Interest Period, at which,
at approximately 11:00 a.m. (London time) on the relevant Interest Determination
Date, any one or more banks informs the Calculation Agent it is quoting to
leading banks in the London inter-bank market plus or minus (as appropriate) the
Margin (if any), provided that, if the Rate of Interest cannot be determined in
accordance with the foregoing provisions of this paragraph, the Rate of Interest
shall be determined as at the last preceding Interest Determination Date (though
substituting, where a different Margin is to be applied to the relevant Interest
Period from that which applied to the last preceding Interest Period, the Margin
relating to the relevant Interest Period, in place of the Margin relating to
that last preceding Interest Period).
(4) If the Reference Rate from time to time in respect of
Floating Rate Notes is specified in the applicable Pricing Supplement as being
other than the London inter-bank offered rate, the Rate of Interest in respect
of such Notes will be determined as provided in the applicable Pricing
Supplement.
In this Clause 8, the expression "Reference Banks" means, in
the case of sub-clause (b)(1)(A) above, those banks whose offered rates were
used to determine such quotation when such quotation last appeared on the
Relevant Screen Page and in the case of sub-clause (b)(1)(B) above, those banks
whose offered quotations last appeared on the Relevant Screen Page when no fewer
than three such offered quotations appeared.
9. Notice of any Withholding or Deduction
If the Corporation is, in respect of any payment, compelled to
withhold or deduct any amount for or on account of taxes, duties, assessments or
governmental charges as specifically contemplated under the Terms and
Conditions, the Corporation shall give notice thereof to the Agent as soon as it
becomes aware of the requirement to make such withholding or deduction and shall
give to the Agent such information as it shall require to enable it to comply
with such requirement.
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10. Duties of the Agent in Connection with Early Redemption
(1) If the Corporation decides to redeem any outstanding Notes
(in whole or in part) for the time being outstanding prior to their Maturity
Date or the Interest Payment Date falling in the Redemption Month (as the case
may be) in accordance with the Terms and Conditions, the Corporation shall give
notice of such decision to the Agent not less than seven London Business Days
before the date on which the Corporation will give notice to the Noteholders in
accordance with the Terms and Conditions of such redemption in order to enable
the Agent to undertake its obligations herein and in the Terms and Conditions.
(2) If only some of the Notes of like tenor and of the same
Series are to be redeemed on such date, the Agent shall make the required
drawing in accordance with the Terms and Conditions but shall give the
Corporation reasonable notice of the time and place proposed for such drawing.
Where partial redemptions are to be effected when there are Definitive Notes
outstanding, the Issuing and Principal Paying Agent will select by lot the Notes
to be redeemed from the outstanding Notes in compliance with all applicable laws
and stock exchange requirements and deemed by the Agent to be appropriate and
fair; and where partial redemptions are to be effected when there are no
Definitive Notes outstanding, the rights of Noteholders will be governed by the
standard provisions of Euroclear and Cedel Bank. Notice of any partial
redemption and, when there are Definitive Notes outstanding, of the serial
numbers of the Notes so drawn, will be given by the Agent to the Noteholders in
accordance with the terms of the Notes and this Agreement.
(3) The Agent shall publish the notice on behalf of and at the
expense of the Corporation required in connection with any such redemption and
shall at the same time also publish a separate list of the serial numbers of any
Notes previously drawn and not presented for redemption. Such notice shall
specify the date fixed for redemption, the redemption amount, the manner in
which redemption will be effected and, in the case of a partial redemption, the
serial numbers of the Notes to be redeemed. Such notice will be published in
accordance with the Terms and Conditions. The Agent will also notify the other
Paying Agents of any date fixed for redemption of any Notes.
(4) Immediately prior to the date on which any notice of
redemption is to be given to the Noteholders, the Corporation shall deliver to
the Agent a certificate stating that the Corporation is entitled to effect such
redemption and setting forth in reasonable detail a statement of facts showing
that all conditions precedent to such redemption have occurred or been satisfied
and shall comply with all notice requirements provided for in the Terms and
Conditions.
(5) Each Paying Agent will keep a stock of notices (each a
"Put Notice") in the form set out in Schedule 8 and will make such notices
available on demand to holders of Notes, the Terms and Conditions of which
provide for redemption at the option of Noteholders. Upon receipt of any Note
deposited in the exercise of such option in accordance with the Terms and
Conditions, the Paying Agent with which such Note is deposited shall hold such
Note (together with any Coupons, if any, relating to it and deposited with it)
on behalf of the depositing Noteholder (but shall not, save as provided below,
release it) until the due date for redemption of the relevant Note consequent
upon the exercise of such option, when, subject as provided below, it shall
present such Note (and any such Coupons, if any) to itself for payment of the
amount due thereon together with any interest due on such date in accordance
with the Terms and Conditions and shall pay such moneys in accordance with the
directions of the Noteholder contained in the Put Notice. If, prior to such due
date for its redemption, such Note becomes immediately due and payable or if
upon due presentation payment of such redemption moneys is improperly withheld
or refused, the Paying Agent concerned shall post such Note (together with any
such Coupons, if any) by uninsured post to, and at the risk of, the relevant
Noteholder unless the Noteholder has otherwise requested and paid the costs of
such insurance to the relevant Paying Agent at the time of depositing the Notes
at such address as may have been given by the Noteholder in the Put Notice. At
the end of each period for the exercise of such option, each Paying Agent shall
promptly notify the Agent of the principal amount of the Notes in respect of
which such option has been exercised with it together with their serial numbers
and the Agent shall promptly notify such details to the Corporation.
11. Receipt and Publication of Notices; Receipt of
Certificates
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(1) Upon the receipt by the Agent of a demand or notice from
any Noteholder in accordance with the Terms and Conditions the Agent shall
forward a copy thereof to the Corporation.
(2) On behalf of and at the request and expense of the
Corporation, the Agent shall cause to be published all notices required to be
given by the Corporation to the Noteholders in accordance with the Terms and
Conditions.
(3) The Agent shall have no responsibility to obtain the
certificate of the Corporation delivered by the Corporation to the Agent
pursuant to Condition 9 if such a certificate is required to be issued, nor
shall the Agent have any responsibility to notify the Corporation that the Agent
has not obtained such a certificate from the Corporation if such a certificate
is required to be issued.
12. Cancellation of Notes, Receipts, Coupons and Talons
(1) All Notes which are redeemed, all Receipts or Coupons
which are paid and all Talons which are exchanged shall be delivered outside the
United States to the Agent, and shall be canceled by the Agent. In addition, all
Notes which are purchased by or on behalf of the Corporation or any of its
subsidiaries and are surrendered to the Agent for cancellation, together (in the
case of Notes in definitive form) with all unmatured Receipts, Coupons or Talons
(if any) attached thereto or surrendered therewith, shall be canceled by the
Agent.
(2) The Corporation shall have the right to request that the
Agent provide, without limitation, the following information:
(a) the aggregate principal amount of Notes which
have been redeemed and the aggregate amount paid in respect
thereof;
(b) the number of Notes canceled together (in the
case of Definitive Notes, if any) with details of all
unmatured Receipts, Coupons or Talons (if any) attached
thereto or delivered therewith;
(c) the aggregate amount paid in respect of interest
on the Notes;
(d) the total number by maturity date of Receipts,
Coupons and Talons so canceled; and
(e) (in the case of Definitive Notes, if any) the
serial numbers of such Notes,
shall be given to the Corporation by the Agent as soon as reasonably practicable
and in any event within three months after the date of such repayment or, as the
case may be, payment or exchange.
(3) The Agent shall destroy all canceled Notes, Receipts
Coupons and Talons.
(4) The Agent shall keep a full and complete record of all
Notes, Receipts, Coupons and Talons (other than serial numbers of Coupons,
except those which have been replaced pursuant to Condition 10) and of all
replacement Notes, Receipts, Coupons or Talons issued in substitution for
mutilated, defaced, destroyed, lost or stolen Notes, Receipts, Coupons or
Talons. The Agent shall at all reasonable times make such record available to
the Corporation and any persons authorized by it for inspection and for the
taking of copies thereof or extracts therefrom.
(5) All records and certificates made or given pursuant to
this Clause 12 and Clause 13 shall make a distinction between Notes, Receipts,
Coupons and Talons of each Series.
13. Issue of Replacement Notes, Receipts, Coupons and Talons
(1) The Corporation will cause a sufficient quantity of
additional forms of Notes, Receipts, Coupons and Talons to be available, upon
request to the Agent in Luxembourg (in such capacity, the "Replacement
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Agent")
at its specified office for the purpose of issuing replacement Notes, Receipts,
Coupons and Talons as provided below.
(2) The Replacement Agent will, subject to and in accordance
with the Terms and Conditions and the following provisions of this Clause 13,
authenticate and cause to be delivered any replacement Notes, Receipts, Coupons
and Talons which the Corporation may determine to issue in place of Notes,
Receipts, Coupons and Talons which have been lost, stolen, mutilated, defaced or
destroyed.
(3) In the case of a mutilated or defaced Note, the
Replacement Agent shall ensure that (unless otherwise covered by such indemnity
as the Corporation may reasonably require) any replacement Note will only have
attached to it Receipts, Coupons and Talons corresponding to those (if any)
attached to the mutilated or defaced Note which is presented for replacement.
(4) The Replacement Agent shall not issue any replacement
Note, Receipt, Coupon or Talon unless and until the applicant therefor shall
have:
(a) paid such reasonable costs and expenses as may be
incurred in connection therewith, including any tax or other
governmental charge that may be imposed in relation thereto;
(b) furnished it with such evidence and indemnity as
the Corporation may reasonably require; and
(c) in the case of any mutilated or defaced Note,
Receipt, Coupon or Talon, surrendered it to the Replacement
Agent.
(5) The Replacement Agent shall cancel any mutilated or
defaced Notes, Receipts, Coupons and Talons in respect of which replacement
Notes, Receipts, Coupons and Talons have been issued pursuant to this Clause 13
and shall furnish the Corporation with a certificate stating the serial numbers
of the Notes, Receipts, Coupons and Talons so canceled and, unless otherwise
instructed by the Corporation in writing, shall destroy such canceled Notes,
Receipts, Coupons and Talons and furnish the Corporation with a destruction
certificate stating the serial number of the Notes (in the case of Definitive
Notes) and the number by maturity date of Receipts, Coupons and Talons so
destroyed.
(6) The Replacement Agent shall, on issuing any replacement
Note, Receipt, Coupon or Talon, forthwith inform the Corporation, the Agent and
the other Paying Agents of the serial number of such replacement Note, Receipt,
Coupon or Talon issued and (if known) of the serial number of the Note, Receipt,
Coupon or Talon in place of which such replacement Note, Receipt, Coupon or
Talon has been issued. Whenever replacement Receipts, Coupons or Talons are
issued pursuant to the provisions of this Clause 13, the Replacement Agent shall
also notify the Agent and the other Paying Agents of the maturity dates of the
lost, stolen, mutilated, defaced or destroyed Receipts, Coupons or Talons and of
the replacement Receipts, Coupons or Talons issued.
(7) The Agent shall keep a full and complete record of all
replacement Notes, Receipts, Coupons and Talons issued and shall make such
record available at all reasonable times to the Corporation and any persons
authorized by it for inspection and for the taking of copies thereof or extracts
therefrom.
(8) Whenever any Note, Receipt, Coupon or Talon for which a
replacement Note, Receipt, Coupon or Talon has been issued and in respect of
which the serial number is known is presented to the Agent or any of the Paying
Agents for payment, the Agent or, as the case may be, the relevant Paying Agent
shall immediately send notice thereof to the Corporation and the other Paying
Agents and shall not make payment in respect thereto, until instructed by the
Corporation.
14. Copies of Documents Available for Inspection
The Agent and the Paying Agents shall hold available for
inspection copies of:
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(i) the organizational documents of the Corporation;
(ii) the latest available audited consolidated
financial statements of NationsBank Corporation and its
consolidated subsidiaries beginning with such financial
statements for the fiscal years ended December 31, 1993,
December 31, 1994 and December 31, 1995, and the latest
available consolidated unaudited interim financial statements
of NationsBank Corporation and its consolidated subsidiaries,
beginning with the statements for the quarter ended March 31,
1996;
(iii) the Program Agreement and this Agreement;
(iv) the Offering Circular; and
(v) any future offering circulars, information
memoranda and supplements (except that a Pricing Supplement
relating to any unlisted Note will only be available for
inspection by a holder of such Note and such holder must
produce evidence satisfactory to the Paying Agent as to
ownership) to the Offering Circular and any other documents
incorporated therein by reference and in the case of a
syndicated issue of listed Notes, the syndication agreement
(or equivalent document).
For this purpose, the Corporation shall furnish the Agent and
the Paying Agents with sufficient copies of each of such documents.
15. Meetings of Noteholders
(1) The provisions of Schedule 7 hereto shall apply to
meetings of the Noteholders and shall have effect in the same manner as if set
out in this Agreement.
(2) Without prejudice to sub-clause (l), each of the Agent and
the Paying Agents on the request of any Noteholder shall issue voting
certificates and block voting instructions in accordance with Schedule 7 and
shall forthwith give notice to the Corporation in writing of any revocation or
amendment of a block voting instruction. Each of the Agent and the Paying Agents
will keep a full and complete record of all voting certificates and block voting
instructions issued by it and will, not less than 24 hours before the time
appointed for holding a meeting or adjourned meeting, deposit at such place as
the Agent shall designate or approve, full particulars of all voting
certificates and block voting instructions issued by it in respect of such
meeting or adjourned meeting.
16. Repayment by the Agent
Upon the Corporation being discharged from its obligation to
make payments in respect of any Notes pursuant to the relevant Terms and
Conditions, and provided that there is no outstanding, bona fide and proper
claim in respect of any such payments, the Agent shall forthwith on written
demand pay to the Corporation sums equivalent to any amounts paid to it by the
Corporation for the purposes of such payments.
17. Conditions of Appointment
(1) The Agent shall be entitled to deal with money paid to it
by the Corporation for the purpose of this Agreement in the same manner as other
money paid to a banker by its customers except:
(a) that it shall not exercise any right of
set-off, lien or similar claim in respect thereof;
(b) as provided in sub-clause (2) below; and
(c) that it shall not be liable to account to the
Corporation for any interest thereon.
-14-
(2) In acting hereunder and in connection with the Notes, the
Agent and the Paying Agents shall act solely as agents of the Corporation and
will not thereby assume any obligations towards or relationship of agency or
trust for or with any of the owners or holders of the Notes, Receipts, Coupons
or Talons.
(3) The Agent and the Paying Agents hereby undertake to the
Corporation to perform such obligations and duties, and shall be obliged to
perform such duties and only such duties as are herein, in the Terms and
Conditions and in the Procedures Memorandum specifically set forth and no
implied duties or obligations shall be read into this Agreement or the Notes
against the Agent and the Paying Agents, other than the duty to act honestly and
in good faith.
(4) The Agent may consult with legal and other professional
advisers and the opinion of such advisers shall be full and complete protection
in respect of any action taken, omitted or suffered hereunder in good faith and
in accordance with the opinion of such advisers.
(5) Each of the Agent and the Paying Agents shall be protected
and shall incur no liability for or in respect of any action taken, omitted or
suffered in reliance upon any instruction, request or order from the Corporation
or any notice, resolution, direction, consent, certificate, affidavit,
statement, cable, telex or other paper or document which it reasonably believes
to be genuine and to have been delivered, signed or sent by the proper party or
parties or upon written instructions from the Corporation.
(6) Any of the Agent and the Paying Agents and their officers,
directors and employees may become the owner of, or acquire any interest in any
Notes, Receipts, Coupons or Talons with the same rights that it or he would have
if the Agent or the relevant Paying Agent, as the case may be, concerned were
not appointed hereunder, and may engage or be interested in any financial or
other transactions with the Corporation and may act on, or as depositary,
trustee or agent for, any committee or body of Noteholders or Couponholders or
in connection with any other obligations of the Corporation as freely as if the
Agent or the relevant Paying Agent, as the case may be, were not appointed
hereunder.
(7) The Corporation shall provide the Agent with a certified
copy of the list of persons authorized to execute documents and take action on
its behalf in connection with this Agreement and shall notify the Agent
immediately in writing if any of such persons ceases to be so authorized or if
any additional person becomes so authorized together, in the case of an
additional authorized person, with evidence satisfactory to the Agent that such
person has been so authorized, provided, however, that the Agent shall not incur
any liability for any losses, claims or damages resulting from the Corporation's
failure to provide such notification to the Agent.
18. Communication Between the Parties
A copy of all communications relating to the subject matter of
this Agreement between the Corporation and the Noteholders, Receiptholders or
Couponholders and any of the Paying Agents shall be sent to the Agent by the
relevant Paying Agent.
19. Changes in Agent and Paying Agents
(1) The Corporation agrees that, for so long as any Note is
outstanding, or until moneys for the payment of all amounts in respect of all
outstanding Notes have been made available to the Agent or have been returned to
the Corporation as provided herein:
(a) so long as any Notes are listed on any Stock
Exchange, there will at all times be a Paying Agent with a
specified office in such place as may be required by the rules
and regulations of the relevant Stock Exchange; and
(b) there will at all times be a Paying Agent
with a specified office in a city in continental Europe; and
(c) there will at all times be an Agent.
In addition, the Corporation shall appoint a Paying Agent
having a specified office in New York City in the circumstances described in the
final paragraph of Condition 5(b). Any variation, termination, appointment or
change shall only take effect (other than in the case of insolvency (as provided
in sub-clause (5)), when it shall be of immediate effect) after not less than 30
nor more than 45 days' prior notice thereof shall have been given to the
Noteholders in accordance with the Terms and Conditions.
(2) The Agent may (subject as provided in sub-clause (4)) at
any time resign as Agent by giving at least 90 days' written notice to the
Corporation of such intention on its part, specifying the date on which its
desired resignation shall become effective, provided that such date shall never
be less than three months after the receipt of such notice by the Corporation
unless the Corporation agrees to accept less notice.
(3) The Agent may (subject as provided in sub-clause (4)) be
removed at any time on at least 45 days' notice by the filing with it of an
instrument in writing signed on behalf of the Corporation specifying such
removal and the date when it shall become effective.
(4) Any resignation under sub-clause (2) or removal under
sub-clause (3) shall only take effect upon the appointment by the Corporation as
hereinafter provided, of a successor Agent and (other than in cases of
insolvency of the Agent) on the expiry of the notice to be given under Clause
21. The Corporation agrees with the Agent that if, by the day falling ten days
before the expiry of any notice under sub-clause (2), the Corporation has not
appointed a successor Agent, then the Agent shall be entitled, on behalf of the
Corporation, to appoint as a successor Agent in its place a reputable financial
institution of good standing as it may reasonably determine to be capable of
performing the duties of the Agent hereunder.
(5) In case at any time the Agent resigns, or is removed, or
becomes incapable of acting or is adjudged bankrupt or insolvent, or files a
voluntary petition in bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of an administrator, liquidator or
administrative or other receiver of all or a substantial part of its property,
or admits in writing its inability to pay or meet its debts as they mature or
suspends payment thereof, or if any order of any court is entered approving any
petition filed by or against it under the provisions of any applicable
bankruptcy or insolvency law or if a receiver of it or of all or a substantial
part of its property is appointed or any officer takes charge or control of it
or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, a successor Agent, which shall be a reputable financial institution
of good standing, may be appointed by the Corporation by an instrument in
writing filed with the successor Agent. Upon the appointment as aforesaid of a
successor Agent and acceptance by the latter of such appointment and (other than
in case of insolvency of the Agent) upon expiry of the notice to be given under
Clause 21 the Agent so superseded shall cease to be the Agent hereunder.
(6) Subject to sub-clause (l):
(A) the Corporation may, after prior consultation
(other than in the case of insolvency of any Paying Agent)
with the Agent, terminate the appointment of any of the Paying
Agents at any time; and/or
(B) the Corporation may in respect of the Program or
the Corporation may in respect of any Series of Notes, if so
required by the relevant Stock Exchange or regulatory body,
appoint one or more further Paying Agents by giving to the
Agent, and to the relevant Paying Agent, at least 45 days'
notice in writing to that effect.
(7) Subject to sub-clause (l), all or any of the Paying Agents
may resign their respective appointments hereunder at any time by giving the
Corporation and the Agent at least 45 days' written notice to that effect.
(8) Upon its resignation or removal becoming effective the
Agent or the relevant Paying Agent:
(a) shall, in the case of the Agent, forthwith
transfer all moneys held by it hereunder and the records
referred to in Clause 12(4) to the successor Agent hereunder;
and
<PAGE>
(b) shall be entitled to the payment by the
Corporation of its commissions, fees and expenses for the
services theretofore rendered hereunder in accordance with the
terms of Clause 25.
(9) Upon its appointment becoming effective, a successor Agent
and any new Paying Agent shall, without further act, deed or conveyance, become
vested with all the authority, rights, powers, trusts, immunities, duties and
obligations of its predecessor or, as the case may be, a Paying Agent with like
effect as if originally named as Agent or (as the case may be) a Paying Agent
hereunder.
20. Merger and Consolidation
Any corporation into which the Agent or any Paying Agent may
be merged or converted, or any corporation with which the Agent or any of the
Paying Agents may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Agent or any of the Paying Agents shall
be a party, or any corporation to which the Agent or any of the Paying Agents
shall sell or otherwise transfer all or substantially all the assets of the
Agent or any Paying Agent shall, on the date when such merger, conversion,
consolidation or transfer becomes effective and to the extent permitted by any
applicable laws, become the successor Agent or, as the case may be, Paying Agent
under this Agreement without the execution or filing of any paper or any further
act on the part of the parties hereto, unless otherwise required by the
Corporation, and after the said effective date all references in this Agreement
to the Agent or, as the case may be, such Paying Agent shall be deemed to be
references to such corporation. Written notice of any such merger, conversion,
consolidation or transfer shall forthwith be given to the Corporation by the
relevant Agent or Paying Agent.
21. Notification of Changes to Paying Agents
Following receipt of notice of resignation from the Agent or
any Paying Agent and forthwith upon appointing a successor Agent or, as the case
may be, further or other Paying Agents or on giving notice to terminate the
appointment of any Agent or, as the case may be, Paying Agent, the Agent (on
behalf of and at the expense of the Corporation) shall give or cause to be given
not more than 60 days' nor less than 30 days' notice thereof to the Noteholders
in accordance with the Terms and Conditions.
22. Change of Specified Office
If the Agent or any Paying Agent determines to change its
specified office it shall give to the Corporation and (if applicable) the Agent
written notice of such determination giving the address of the new specified
office which shall be in the same city and stating the date on which such change
is to take effect, which shall not be less than 45 days thereafter. The Agent
(on behalf and at the expense of the Corporation) shall within 15 days of
receipt of such notice (unless the appointment of the Agent or the relevant
Paying Agent, as the case may be, is to terminate pursuant to Clause 19 on or
prior to the date of such change) give or cause to be given not more than 45
days' nor less than 30 days' notice thereof to the Noteholders in accordance
with the Terms and Conditions.
23. Notices
All notices hereunder shall be deemed to have been given when
deposited in the mail as first class mail, registered or certified, return
receipt requested, postage prepaid, addressed to any party hereto as follows:
Address
The Corporation: NationsBank Corporation
NationsBank Corporate Center
NC 1007-23-1
Charlotte, North Carolina 28255-0065
Attn: John E. Mack
-17-
<PAGE>
Treasurer
Telecopy: (704)386-0270
with a copy to:
NationsBank Corporation
NationsBank Corporate Center
Legal Department
NC 1007-20-1
Charlotte, North Carolina 28255-0065
Attn: Paul J. Polking, Esq.
General Counsel
Telecopy: (704)386-6453
The Agent: The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
London EC2P 2HD
United Kingdom
Attn: Manager, Corporate Trust
Operations
Telecopy: 44-1202-347438
The Paying Agent: Chase Manhattan Bank Luxembourg S.A.
5 rue Plaetis
L-2338 Luxembourg - Grund
Attn: Manager, Corporate Trust Operations
Telecopy: 352-462685-380
or at any other address of which any of the foregoing shall have notified the
others in writing.
(a) if delivered in person to the relevant address
specified in the signature pages hereof and if so delivered,
shall be deemed to have been delivered at the time of receipt;
or
(b) if sent by facsimile or telex to the relevant
number specified on the signature pages hereof and, if so
sent, shall be deemed to have been delivered immediately after
transmission provided such transmission is confirmed by the
answerback of the recipient (in the case of telex) or when an
acknowledgement of receipt is received (in the case of
facsimile).
Where a communication is received after business hours it
shall be deemed to be received and become effective on the next business day.
Every communication shall be irrevocable save in respect of any manifest error
therein.
24. Taxes and Stamp Duties
The Corporation agrees to pay any and all stamp and other
documentary taxes or duties which may be payable in connection with the
execution, delivery, performance and enforcement of this Agreement.
25. Commissions, Fees and Expenses
(1) The Corporation undertakes to pay in respect of the
services of the Agent and the Paying Agents under this Agreement such fees and
expenses as may be agreed between them from time to time, the initial such fees
being set out in a letter of even date herewith from the Agent to, and
countersigned by, the Corporation.
-18-
<PAGE>
(2) The Corporation will promptly pay on demand all
out-of-pocket expenses (including legal, advertising, facsimile, telex and
postage expenses) properly incurred by the Agent and the Paying Agents in
connection with their services hereunder, including without limitation the
expenses contemplated in Clause 24.
26. Indemnity
(1) The Corporation undertakes to indemnify and hold harmless
each of the Agent and the Paying Agents against all losses, liabilities, costs
(including, without limitation, legal fees and expenses), expenses, claims,
actions or demands which the Agent or any Paying Agent, as the case may be, may
reasonably incur or which may be made against the Agent or any Paying Agent, as
a result of or in connection with the appointment or the exercise of or
performance of the powers, discretions, authorities and duties of the Agent or
any Paying Agent under this Agreement except such as may result from its own
gross negligence, bad faith or failure to comply with its obligations hereunder
or that of its officers, employees or agents.
(2) Each of the Agent and the Paying Agents shall severally
indemnify and hold harmless the Corporation against any loss, liability, costs
(including, without limitation, legal fees and expenses), expense, claim, action
or demand which it may reasonably incur or which may be made against it as a
result of such Agent's or Paying Agent's own negligence, bad faith or material
failure to comply with its obligations under this Agreement or that of its
officers, employees or agents.
(3) If, under any applicable law and whether pursuant to a
judgment being made or registered or in the liquidation, insolvency or analogous
process of any party hereto or for any other reason, any payment under or in
connection with this Agreement is made or fails to be satisfied in a currency
(the "Other Currency") other than that in which the relevant payment is
expressed to be due (the "Required Currency") under this Agreement, then, to the
extent that the payment (when converted into the Required Currency at the rate
of exchange on the date of payment or, if it is not practicable for the payee to
purchase the Required Currency with the Other Currency on the date of payment,
at the rate of exchange as soon thereafter as it is practicable for it to do so
or, in the case of a liquidation, insolvency or analogous process, at the rate
of exchange on the latest date permitted by applicable law for the determination
of liabilities in such liquidation, insolvency or analogous process) actually
received by the payee falls short of the amount due under the terms of this
Agreement, the payor shall, as a separate and independent obligation, indemnify
and hold harmless the payee against the amount of such shortfall. For the
purpose of this Clause 26, "rate of exchange" means the rate at which the payee
is able on the relevant date to purchase the Required Currency with the Other
Currency and shall take into account any premium and other costs of exchange.
27. Reporting
(1) The Agent shall upon receipt of a written request therefor
from the Corporation and after the payment of any further remuneration agreed
between the Corporation and the Agent (on behalf of the Corporation and on the
basis of the information and documentation the Agent had in its possession) use
all reasonable efforts to submit such reports or information as may be required
from time to time by any applicable law, regulation or guideline promulgated by
(i) any relevant United States governmental regulatory authority in respect of
the issue and purchase of Notes or (ii) any other relevant governmental
regulatory authority in respect of the issue and purchase of Notes denominated
in the applicable currency of such governmental regulatory authority.
(2) The Agent will notify the MoF of such details relating to
Yen Notes and provide such other information about the Program to the MoF as may
be required.
(3) The Agent will notify the German Bundesbank at the end of
each month about the amounts, dates of issue and other terms of all
DM-denominated Notes issued during the month in question and provide such other
information about the Program to the German Bundesbank as may be required.
(4) The Agent will notify the Bank of England of such details
relating to Sterling Notes and provide such other information about the Program
to the Bank of England as may be required.
-19-
<PAGE>
28. Governing Law
(1) This Agreement, the Notes, and any Receipts, Coupons or
Talons appertaining thereto shall be governed by and construed in accordance
with the laws of the State of New York, United States of America, without regard
to principles of conflicts of laws.
(2) The Corporation and the Agent each hereby irrevocably
submits to the non-exclusive jurisdiction of any United States Federal court
sitting in New York City, the Borough of Manhattan over any suit, action or
proceeding arising out of or related to this Agreement, any Note, Receipt,
Coupon or Talon, as the case may be (together, the "Proceedings"). The
Corporation and the Agent each irrevocably waives, to the fullest extent
permitted by law, any objection which it may have to the laying of the venue of
the Proceedings brought in such a court and any claim that the Proceedings have
been brought in an inconvenient forum. The Corporation and the Agent each agrees
that final judgment in the Proceedings brought in such a court shall be
conclusive and binding upon the Corporation or the Agent, as the case may be,
and may be enforced in any court of the jurisdiction to which the Corporation or
the Agent is subject by a suit upon such judgment, provided that the service of
process is effected upon the Corporation and the Agent in the manner specified
in subsection (C) below or as otherwise permitted by law.
(3) As long as any of the Notes, Receipts, Coupons or Talons
remains outstanding, the Corporation shall at all times either maintain an
office or have an authorized agent in New York City upon whom process may be
served in the Proceedings. Service of process upon either it at its offices or
upon such agent with written notice of such service mailed or delivered to the
Corporation shall, to the fullest extent permitted by law, be deemed in every
respect effective service of process upon the Corporation in the Proceedings.
The Corporation hereby appoints CT Corporation System located at 1633 Broadway,
New York, New York 10019 as its agent for such purposes, and covenants and
agrees that service of process in the Proceedings may be made upon it at its
office or at the specified offices of such agent (or such other addresses or at
the offices of any other authorized agents which the Corporation may designate
by written notice to the Agent) and prior to any termination of such agencies
for any reason, it will so appoint a successor thereto as agent hereunder.
29. Amendments
Without the consent of the Noteholders, Receiptholders or
Couponholders, the Agent and the Corporation may agree to modifications of or
amendments to this Agreement, the Notes, the Receipts or the Coupons for any of
the following purposes:
(i) to evidence the succession of another corporation to the
Corporation and the assumption by any such successor of
the covenants of the Corporation in this Agreement, the
Notes, Receipts or Coupons;
(ii) to add to the covenants of the Corporation for the
benefit of the Noteholders, the Receiptholders or the
Couponholders, or to surrender any right or power herein
conferred upon the Corporation;
(iii) to relax or eliminate the restrictions on payment of
principal and interest in respect of the Notes, Receipts
or Coupons in the United States, provided that such
payment is permitted by United States tax laws and
regulations then in effect and provided that no adverse
tax consequences would result to the Noteholders, the
Receiptholders or the Couponholders;
(iv) to cure any ambiguity, to correct or supplement any
defective provision herein or any provision which may be
inconsistent with any other provision herein;
(v) to make any other provisions with respect to matters
or questions arising under the Notes, the Receipts,
the Coupons or this Agreement, provided such action
pursuant to
-21-
<PAGE>
this sub-clause (v) shall not adversely
affect the interests of the Noteholders, the
Receiptholders or the Couponholders; and
(vi) permit further issuances of Notes in accordance with
the terms of this Agreement and as further provided
hereof.
Any such modification or amendment shall be binding on the
Noteholders, the Receiptholders and the Couponholders and any such modification
or amendment shall be notified to the Noteholders, the Receiptholders or the
Couponholders in accordance with Condition 13 as soon as practicable thereafter.
30. Descriptive Headings
The descriptive headings in this Agreement are for convenience
of reference only and shall not define or limit the provisions hereof.
31. Counterparts
This Agreement may be executed in any number of counterparts,
all of which shall constitute one and the same instrument. Any party may enter
into this Agreement by signing such a counterpart.
-21-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective corporate names by their respective
officers thereunder duly authorized as of the date and year first above written.
NATIONSBANK CORPORATION
as Issuer
By /s/ John E. Mack
______________________________________________
Name: John E. Mack
Title: Senior Vice President and Treasurer
THE CHASE MANHATTAN BANK, N.A.,
LONDON BRANCH
as Agent and
Principal Paying Agent
By /s/ Chris Knowles
______________________________________________
Name: Chris Knowles
Title: Second Vice President
CHASE MANHATTAN BANK LUXEMBOURG S.A.
as Paying Agent
By /s/ Chris Knowles
______________________________________________
Name: Chris Knowles
Title: Second Vice President
-22-
<PAGE>
(TO COME)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<DESCRIPTION>EXHIBIT 4(Q)
<TEXT>
EXHIBIT 4
[FACE OF CERTIFICATE]
7% CUMULATIVE REDEEMABLE NATIONSBANK CORPORATION 7% CUMULATIVE REDEEMABLE
PREFERRED STOCK, SERIES B PREFERRED STOCK, SERIES B
NUMBER SHARES
PB
INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA
CUSIP 638585 60 4
SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE STATED VALUE OF ONE HUNDRED DOLLARS
EACH OF THE 7% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES B OF
NationsBank Corporation transferable only on the Books of the Corporation in
conformity with the Bylaws in person or by Attorney on the surrender of this
certificate. This certificate is not valid until countersigned by the Transfer
Agent.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
SECRETARY [SEAL] CHIEF EXECUTIVE OFFICER
countersigned:
chasemellon shareholder services, l.l.c.
transfer agent
by
authorized signature
<PAGE>
[REVERSE OF CERTIFICATE]
NATIONSBANK CORPORATION
NATIONSBANK CORPORATION'S AUTHORIZED CAPITAL STOCK INCLUDES COMMON STOCK
AND ADDITIONAL SERIES OF PREFERRED STOCK WHICH, WHEN ISSUED, MAY HAVE CERTAIN
PREFERENCES OR SPECIAL RIGHTS IN THE PAYMENT OF DIVIDENDS, IN VOTING, UPON
LIQUIDATION, OR OTHERWISE. THE CORPORATION WILL, UPON REQUEST, FURNISH TO ANY
SHAREHOLDER WITHOUT CHARGE INFORMATION IN WRITING AS TO EACH CLASS OR SERIES OF
SUCH COMMON AND PREFERRED STOCK AUTHORIZED AND OUTSTANDING AND A COPY OF THE
PORTIONS OF THE RESTATED ARTICLES OF INCORPORATION OR RESOLUTIONS CONTAINING THE
DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ALL SHARES AND ANY
CLASS OR SERIES THEREOF. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE TRANSFER
AGENT NAMED ON THE FACE OF THIS CERTIFICATE.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
TEN COM -- as tenants in common UNIF GIF MIN ACT -- _______Custodian __________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minor
survivorship and not as tenants Act ______________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- -----------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
SHARES OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT
ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATE
SIGNATURE
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<DESCRIPTION>EXHIBIT 10(B)
<TEXT>
FOURTH AMENDMENT TO
THE NATIONSBANK RETIREMENT SAVINGS PLAN
(as restated effective January 1, 1993)
THIS INSTRUMENT is executed as of the 31st day of December, 1995 by
NATIONSBANK CORPORATION, a North Carolina corporation with its principal office
and place of business in Charlotte, North Carolina, hereinafter referred to as
"NationsBank";
Statement of Purpose
The NationsBank Retirement Savings Plan (the "Plan") was amended and
restated effective January 1, 1993 by Instrument dated December 31, 1992 and
further amended by Instruments dated December 31, 1993, December 31, 1994 and
August 1, 1995. By this Instrument, NationsBank is amending the Plan to modify
the definition of compensation and to reflect the merger of certain defined
contribution plans into the Plan and other matters related to plan mergers,
corporate acquisitions and dispositions. These amendments have been authorized
by the Compensation Committee of the Board of Directors of NationsBank, which
Compensation Committee has the authority to amend the Plan on behalf of all
Participating Employers.
NOW, THEREFORE, for the purposes aforesaid, the Plan, as set forth in
said Instrument dated December 31, 1992, as subsequently amended, is amended as
follows:
Section 2.1(c)(18) of the Plan is amended effective as of January 1,
1996 to read as follows:
"(18) Compensation of a Participant for a particular period of
time means the base salary or base wages payable by the Participating
Employers to the Participant for employment with the Participating
Employers during such period prior to (i) any salary or wage reduction
pursuant to Article IV of the Plan or (ii) any salary or wage reduction
pursuant to the Group Benefits Plan. Compensation shall not include:
(A) any amount excluded by Section 5.6 of the Plan
(regarding the Code Section 401(a)(17)
limitation on compensation);
(B) any bonuses (contractual, discretionary or otherwise),
awards, overtime
<PAGE>
pay, shift premium, incentive compensation of any kind
whatsoever, or other extra or special remuneration of
any kind, except to the extent otherwise provided in the last
paragraph of this Section 2.1(c)(18);
(C) any deferred compensation pursuant to the Plan or any
other agreement or arrangement between a Participating
Employer and the Participant, including any deferrals of base
salary or wages pursuant to any nonqualified deferred
compensation plan;
(D) any sums paid by a Participating Employer (i) on account
of any health, welfare or group insurance benefits (exclusive
of sick pay), including dependent care assistance, or (ii) on
account of reimbursement of relocation expenses, regardless of
whether such sums are taxable income to the Participant;
provided, however, this subparagraph (D) shall not exclude
from Compensation any sums paid by a Participating Employer
that are attributable to base salary or wage reductions under
the Group Benefits Plan;
(E) any severance, vacation or similar benefits paid in a
lump sum; or
(F) any compensation pursuant to any other employee benefit
plan, including without limitation, any sums elected to be
received in cash pursuant to any such plan.
Notwithstanding subparagraph (B) above, a Participant's Compensation
shall include, in addition to base salary or wages, fifty percent (50%)
of the commissions payable to the Participant if:
(X) the Participant's remuneration from the Participating
Employers is based solely on commissions earned by the
Participant and the Participant's base salary is deducted from
the commissions earned by and payable to the Participant;
(Y) the Participant is employed in a position which directly
supervises Participant(s) described in subparagraph (X) above
and some or all of the Participant's remuneration from the
Participating Employers is based on override commissions from
the production of the supervised Participant(s); or
(Z) the Participant is employed in a position which directly
supervises Participant(s) described in subparagraph (X) above
and some or all of the Participant's remuneration from the
Participating Employers is based on commissions resulting from
the Participant's personal production."
<PAGE>
2. Section 7.4(a)(i) of the Plan is amended effective as of October 1,
1995 to read as follows:
"(i) Basic Form. Except as otherwise provided in Section
7.2(d)(2) of the Plan (requiring Financial Hardship Distributions to be
made in cash) or Article XVI or Article XVIII (regarding prior methods
of payments under certain merged defined contribution plans), the
method of Distribution shall be a single lump sum consisting of cash
and/or shares of NationsBank Common Stock as hereinafter provided."
3. The following Section 16.16 is added to the Plan effective as
of January 1, 1995:
"SECTION 16.16. DIVESTITURES
(a) General. From time to time, certain banking centers and
other business units of the Participating Employers are sold to
unrelated third parties, and as a result certain Participants employed
at such banking centers and other business units (the "Affected
Participants") terminate their employment with the Participating
Employers. Schedule 16.16 attached to the Plan lists (i) the banking
centers and other business units that have been sold which are subject
to this Section, (ii) the names of the various purchasers and (iii) the
effective dates of such sales. Schedule 16.16 shall be updated from
time to time by the Participating Employers to reflect additional sales
that are subject to this Section. The provisions of this Section shall
be effective with respect to a particular group of Affected
Participants as of the applicable effective date set forth on Schedule
16.16 (a "Termination Date"). Notwithstanding any provisions of the
Plan to the contrary, the provisions of this Section 16.16 shall
control with respect to the Affected Participants.
(b) Pre-Tax Employee Contributions. No Pre-Tax Employee
Contributions shall be made for an Affected Participant with respect to
any payroll periods that begin after the Termination Date applicable to
such Affected Participant.
(c) Matching Contribution Accounts of Affected Participants.
The Matching Contribution Account of an Affected Participant shall be
fully vested and nonforfeitable as of the Termination Date applicable
to such Affected Participant. Schedule 16.16 shall indicate for each
divestiture subject to this Section whether the applicable Affected
Participants shall be eligible to receive a Matching Contribution for
the Plan Year in which the applicable Termination Date occurs. For the
divestitures in which the applicable Affected Participants
<PAGE>
are eligible for a Matching Contribution and solely for
purposes of determining the amount and form (i.e., cash or stock) of
such Matching Contributions, each such Affected Participant shall be
treated as if he or she had Retired as of the applicable Termination
Date and shall therefore be allocated a Matching Contribution for the
Plan Year in which such Termination Date occurs consistent with the
provisions of Article V of the Plan.
(d) Transfer of Accounts. If indicated on Schedule 16.16 with
respect to a divestiture, the Accounts of each applicable Affected
Participant shall be transferred in a trustee-to-trustee transfer to
the tax-qualified plan maintained by the applicable purchaser."
4. The following 16.17 is added to the Plan effective as of
April 1, 1995:
"SECTION 16.17. CERTAIN FORMER EMPLOYEES OF PEROT SYSTEMS CORPORATION.
(a) General. NationsBanc Services, Inc., which is a
Participating Employer ("NBSI"), and Perot Systems Corporation ("PSC")
entered into an Agreement dated April 1, 1995 modifying the business
relationships between them (the "April 1, 1995 PSC Agreement"). The
April 1, 1995 PSC Agreement contemplates that certain PSC employees,
referred to in the April 1, 1995 PSC Agreement as "Transferred
Employees," will become employees of NBSI during 1995 and 1996
("Transferred PSC Employees").
Certain Transferred PSC Employees will have participated in
the Perot Systems Corporation Retirement Savings Plan (the "PSC Plan")
during their PSC employment. The April 1, 1995 PSC Agreement also
provides for the transfer to the Plan of the PSC Plan assets
representing the PSC Plan accounts of certain Transferred PSC
Employees.
(b) Accounts Related to Participation in the PSC Plan.
(1) Establishment of Accounts. Whenever PSC Plan assets
representing a Transferred PSC Employee's PSC Plan accounts are
transferred to the Plan pursuant to the April 1, 1995 PSC Agreement,
the transferred assets shall be credited as of the date of transfer to
existing or new Plan accounts for the Transferred PSC Employee as
follows:
(i) Accounts for Salary Reduction Contributions. Any
transferred assets representing the Transferred PSC Employee's
interest in "Salary Reduction Contributions" under the PSC
Plan (or contributions of
<PAGE>
the same type under its predecessor of transferor plans)
shall be credited to the Transferred PSC Employee's Pre-Tax
Employee Contribution Account under the Plan.
(ii) Creation of Former PSC Plan Accounts. Any
transferred assets representing the Transferred PSC Employee's
interest in other contributions under the PSC Plan (or its
predecessor or transferor plans) shall be credited to one or
more Accounts established under the Plan for such purpose
("Former PSC Plan Accounts"). The Committee shall cause to be
maintained such sub-accounts as are necessary to limit or
restrict in-Service distributions as required by the Code.
The Committee may from time to time combine a Participant's Former PSC
Plan Accounts with one another or with other Accounts of the
Participant to the extent that the Committee determines that the
combination of Accounts is administratively feasible and permitted by
the Act and the Code.
(2) Investment of Accounts. Except for promissory notes
evidencing Participant loans (see the next paragraph), the Accounts
representing a Participant's interest in the PSC Plan shall be held and
invested from time to time in the Funds in accordance with Participant
investment designations pursuant to Section 12.5 of the Plan.
(3) Investment in Participant Loans. If PSC Plan assets
transferred to the Plan pursuant to the April 1, 1995 PSC Agreement
include a Transferred PSC Employee's promissory note representing an
outstanding loan made under the PSC Plan (or its predecessor or
transferor plans), the promissory note shall be held by the Investment
Trustee as a segregated investment allocated to and made solely for the
benefit of the Transferred PSC Employee's Account(s) that correspond to
the Transferred PSC Employee's PSC Plan account(s) that were invested
in such note. The Investment Trustee shall become the successor lender
with respect to such "earmarked" loan for all purposes, and the
transfer of the promissory note from the PSC Plan shall not affect the
terms of the promissory note or the security for the repayment of the
promissory note evidencing such loan.
(c) Active Participation in the Plan. The following rules
apply for purposes of determining when a Transferred PSC Employee
becomes a Participant in the Plan on or after the date on which he or
she becomes an Employee of NBSI as a Transferred PSC Employee (the
Transferred PSC Employee's "NBSI Employment Date"):
<PAGE>
(i) Eligible on NBSI Employment Date. If the
Transferred PSC Employee is a Covered Employee on the NBSI
Employment Date and has satisfied the eligibility requirements
of Section 3.2(c) of the Plan by then, the Transferred PSC
Employee shall become a Participant on the NBSI Employment
Date.
(ii) Other Situations. If the Transferred PSC
Employee does not become a Participant on the NBSI Employment
Date as provided immediately above, the Transferred PSC
Employee shall become a Participant when and as provided in
Section 3.2(c) of the Plan. If, however, one or more Accounts
are established for the Transferred PSC Employee pursuant to
Section 16.17(b)(1) of the Plan because of assets transferred
from the PSC Plan, the Transferred PSC Employee shall become a
Participant on the NBSI Employment Date for purposes of the
investment, administration and distribution of those
Account(s) in accordance with the provisions of the Plan, but
the Transferred PSC Employee shall not be entitled to
otherwise participate in the Plan unless and until he or she
satisfies the requirements of Section 3.2(c) of the Plan.
(iii) Eligibility Service. For purposes of Section
3.2(c), the Transferred PSC Employee's Periods of Service and
Qualifying Periods of Severance shall include the following:
the Transferred PSC Employee shall be credited with Months of
Service for time prior to the Transferred PSC Employee's NBSI
Employment Date determined as if PSC had been a Participating
Employer in the Plan.
(d) Vesting in Former PSC Plan Accounts; Vesting Service.
(1) Former PSC Plan Accounts. A Transferred PSC Employee's
Former PSC Plan Accounts shall be fully Vested and nonforfeitable.
(2) Determination of Vesting Service. For purposes of
determining the Vesting Service of a Participant who is a Transferred
PSC Employee, the person's Vesting Service shall be determined under
the applicable provisions of the Plan other than this Section 16.17,
except that the person shall be credited (without duplication) with
Months of Service for the person's employment with PSC determined as if
PSC had been a Participating Employer in the Plan.
(e) Distribution of Accounts. While a Transferred PSC Employee
is in Service, Distributions to the Transferred PSC Employee from the
Transferred PSC Employee's Former PSC Plan Accounts shall be
determined, to the extent required by the Act and the Code, as if the
PSC Plan had remained in effect.
<PAGE>
Following separation from Service of a Transferred PSC
Employee who has any Former PSC Plan Accounts, Distributions from the
Transferred PSC Employee's Accounts (including Accounts that are not
Former PSC Plan Accounts) shall be made either (i) when and as provided
in Section 7.3 and 7.4 of the Plan or (ii) if the total Vested interest
in the Transferred PSC Employee's Accounts at the time of Distribution
exceeds three thousand five hundred dollars ($3,500), as provided in
Article XVIII of the Plan. The Committee shall establish the procedures
by which Transferred PSC Employees and Beneficiaries may make their
related payment elections."
5. The following Section 16.18 is added to the Plan effective as
of June 30, 1995.
"SECTION 16.18. CERTAIN FORMER EMPLOYEES OF THE NNW UTILITY
FUNDING COMPANIES. Pursuant to a Purchase Agreement dated June 8, 1995,
NationsBanc Leasing Corporation of North Carolina, which is a
Participating Employer ("NBLC-NC"), acquired NNW Utility Funding I,
Inc. and NNW Utility Funding II, Inc. on June 30, 1995. The June 8,
1995 Purchase Agreement contemplates that certain employees of the
acquired companies or their affiliates, referred to in the Purchase
Agreement and this Section 16.18 as "Transferred Employees," will
become employees of NBLC-NC during 1995. For purposes of (i)
determining when a Transferred Employee becomes a Participant in the
Plan (after becoming a Covered Employee of NBLC-NC) and (ii)
determining the Transferred Employee's Vesting Service, the Transferred
Employee shall be credited with the service that was credited to the
Transferred Employee for eligibility and vesting purposes under the
NNW, Inc. 401(k) Plan on the effective date of the Transferred
Employee's employment with NBLC-NC."
6. The following Sections 16.19 through Section 16.21 are added
to the Plan effective as of December 31, 1995:
SECTION 16.19. MERGER OF THE INTERCONTINENTAL PLAN.
(a) Merger of the Intercontinental Plan. NationsBank acquired
Intercontinental Bank on December 13, 1995 (the "Intercontinental
Acquisition Date"). At the time of the acquisition, Intercontinental
Bank sponsored the Intercontinental Bank Retirement Plan (the
"Intercontinental Plan"), which has continued in existence since then.
The Intercontinental Plan shall merge with and into the Plan
effective as of the close of business on December 31, 1995. In
connection therewith and
<PAGE>
effective as of that time, (i) the Trust under the
Intercontinental Plan shall merge with and into the Investment Trust
for the Plan and (ii) the assets of the Trust under the
Intercontinental Plan shall become assets of the Plan. The Committee
shall have the duty and authority to direct the Investment Trustee with
respect to the merger and consolidation of the assets of the various
investment funds maintained under the Trust of the Intercontinental
Plan on December 31, 1995 with and into the Funds being maintained by
the Investment Trustee under the Investment Trust on or after January
1, 1996 pursuant to Article XII of the Plan.
(b) Accounts Related to Participation in the
Intercontinental Plan.
(1) Establishment of Accounts. Effective as of January 1,
1996, the accounts being maintained for participants in the
Intercontinental Plan on December 31, 1995 shall be combined with other
accounts, or maintained as separate accounts, under the Plan as
follows:
(i) Accounts for Salary Deferral Contributions. The
account maintained under the Intercontinental Plan for a
Participant who participated in the Intercontinental Plan
representing the Participant's interest in the Participant's
"Salary Deferral Contributions" thereunder shall become the
Participant's Pre-Tax Employee Contribution Account under the
Plan.
(ii) Creation of Former Intercontinental Plan
Accounts. An Account shall be established under the Plan for
each of the accounts maintained under the Intercontinental
Plan for a Participant who participated in the
Intercontinental Plan other than the account described
immediately above. These Accounts are referred to in the Plan
as "Former Intercontinental Plan Accounts." The Committee
shall cause to be maintained such sub-accounts as are
necessary to limit or restrict in-Service distributions as
required by the Code.
The Committee may from time to time after January 1, 1996 combine a
Participant's Former Intercontinental Plan Accounts with one another or
with other Accounts of the Participant to the extent that the Committee
determines that the combination of Accounts is administratively
feasible and permitted by the Act and the Code.
(2) Investment of Accounts. The Accounts representing a
Participant's interest in the Intercontinental Plan shall be held and
invested from time to time in the Funds in accordance with Participant
investment designations pursuant to Section 12.5 of the Plan.
<PAGE>
(c) Active Participation in the Plan. The following rules
shall apply for the purpose of determining when persons with "Hours of
Service" under the Intercontinental Plan before January 1, 1996 for
employment with any participating employer in the Intercontinental Plan
become Participants in the Plan on or after January 1, 1996:
(i) Prior Participants. With respect to persons who
had become "Participants" in the Intercontinental Plan by
December 31, 1995:
Covered Employee on January 1, 1996. If a person is a
Covered Employee on January 1, 1996, the person shall
become a Participant on that date.
Non-Covered Employee or Former Employee on January 1,
1996. If the person is not a Covered Employee on
January 1, 1996 but one or more Accounts are
established for the person pursuant to Section
16.19(b)(1) of the Plan because of the person's
Intercontinental Plan participation, the person shall
become a Participant on that date for purposes of the
investment, administration and distribution of the
Account(s) in accordance with the provisions of the
Plan, but the person shall not be entitled to
otherwise participate in the Plan unless and until
the person subsequently becomes a Covered Employee.
Other situations. In any other case, the person shall
become a Participant if and when the person becomes a
Covered Employee after January 1, 1996.
(ii) Other Employees. With respect to persons who
had not become "Participants" in the Intercontinental Plan
by December 31, 1995:
Eligible Covered Employee on January 1, 1996. If the
person is a Covered Employee on January 1, 1996 and
would have commenced participation in the
Intercontinental Plan on January 1, 1996 had it not
merged into the Plan, the person shall become a
Participant on January 1, 1996.
Other situations. Otherwise, the person shall become
a Participant when and as provided in Section 3.2(c)
of the Plan. For purposes of Section 3.2(c), the
person's Periods of Service and Qualifying Periods of
Severance shall include the following: the person
shall be credited with Months of Service for time
prior to the
<PAGE>
Intercontinental Acquisition Date determined
as if the participating employers in the
Intercontinental Plan had been Participating
Employers in the Plan.
(d) Vesting in Former Intercontinental Plan Accounts and
Matching Contribution Accounts; Vesting Service.
(1) Former Intercontinental Plan Accounts. A Participant's
Former Intercontinental Plan Account representing the Participant's
"Rollover Contributions" to the Intercontinental Plan shall be fully
Vested and nonforfeitable. The person's other Former Intercontinental
Plan Accounts shall vest as follows:
(i) Employee on Intercontinental Acquisition Date.
If the person was an employee of any Intercontinental Plan
participating employer on the Intercontinental Acquisition
Date, the person's Former Intercontinental Plan Accounts
shall be fully Vested and nonforfeitable.
(ii) Not Employee on Intercontinental Acquisition
Date. If the person was not an employee of any
Intercontinental Plan participating employer on the
Intercontinental Acquisition Date, the participant's Former
Intercontinental Plan Accounts shall be subject to the
vesting schedule set forth in Section 6.4(b)(iii) of the
Plan.
(2) Matching Contribution Accounts. The Matching Contribution
Accounts of persons who had "Hours of Service" under the
Intercontinental Plan on or before the Intercontinental Acquisition
Date for employment with any participating employer in the
Intercontinental Plan (including persons who had not become
"Participants" in the Intercontinental Plan by the Intercontinental
Acquisition Date) shall vest as follows:
(i) Employee on Intercontinental Acquisition Date.
If the person was an employee of any Intercontinental Plan
participating employer on the Intercontinental Acquisition
Date, the person's Matching Contribution Account shall be
fully Vested and nonforfeitable.
(ii) Not Employee on Intercontinental Acquisition
Date. If the person was not an employee of any
Intercontinental Plan participating employer on the
Intercontinental Acquisition Date, the person's Matching
Contribution Account shall be subject to the vesting schedule
set forth in Section 6.4(b)(iii) of the Plan.
(3) Determination of Vesting Service. In determining the
Vesting
<PAGE>
Service of a person described in Section 16.19(d)(1)(ii) or
16.17(d)(2)(ii) of the Plan, the person's Vesting Service shall be
determined under the applicable provisions of the Plan other than this
Section 16.17(d), except that the person shall be credited with Months
of Service for time prior to the Intercontinental Acquisition Date
determined as if the participating employers in the Intercontinental
Plan and their affiliates and predecessor companies had been
Participating Employers in the Plan. If the person had become a
"Participant" in the Intercontinental Plan by December 31, 1995,
however, in no event shall the person's Vesting Service for time prior
to January 1, 1996 be less than the person's "Vesting Service" on
December 31, 1995 under the Intercontinental Plan.
(e) Distribution of Accounts.
(1) General. While a Participant is in Service, Distributions
to the Participant from the Participant's Former Intercontinental Plan
Accounts shall be determined, to the extent required by the Act and the
Code, as if the Intercontinental Plan had remained in effect.
Following separation from Service of a Participant who has any
Former Intercontinental Plan Accounts, Distributions from the
Participant's Accounts (including Accounts that are not Former
Intercontinental Plan Accounts) shall be made either (i) when and as
provided in Section 7.3 and 7.4 of the Plan or (ii) if the total Vested
interest in the Participant's Accounts at the time of Distribution
exceeds three thousand five hundred dollars ($3,500), as provided in
Article XVIII of the Plan. The Committee shall establish the procedures
by which Participants and Beneficiaries may make their related payment
elections.
(2) Benefit Payments in Progress. The merger of the
Intercontinental Plan into the Plan shall not revoke or suspend any
Intercontinental Plan methods of payment elected before or in progress
on January 1, 1996, and any method of payment in progress under the
Intercontinental Plan on January 1, 1996 with respect to a
Participant's accounts thereunder shall continue in effect with respect
to the Participant's interest under the Plan in such accounts.
(f) Beneficiary Designations. Any Participant's written
beneficiary designation in effect under the Intercontinental Plan with
respect to the Participant's accounts thereunder shall not be revoked
by reason of the merger of the Intercontinental Plan into the Plan.
Such designation shall be effective under the Plan from and after
January 1, 1996 as designating the Beneficiary of all of the
Participant's Accounts, including any resulting Former Intercontinental
Plan Accounts, unless and until the Participant revokes or changes the
designation or the designation otherwise becomes ineffective, in
accordance with the terms and
<PAGE>
provisions of the Plan.
SECTION 16.20. MERGER OF THE NATIONSSECURITIES PLAN
(a) Merger of the NationsSecurities Plan. NationsBank acquired
full ownership of NationsSecurities, a Dean Witter/NationsBank Company
("NationsSecurities"), on November 15, 1994 (the "NationsSecurities
Acquisition Date"). At the time of the acquisition, NationsSecurities
sponsored the NationsSecurities, a Dean Witter/NationsBank Company
Employee Retirement Investment Plan (the "NationsSecurities Plan"),
which has continued in existence since then.
The NationsSecurities Plan shall merge with and into the Plan
effective as of the close of business on December 31, 1995. In
connection therewith and effective as of that time, (i) the Trust under
the NationsSecurities Plan shall merge with and into the Investment
Trust for the Plan and (ii) the assets of the Trust under the
NationsSecurities Plan shall become assets of the Plan. The Committee
shall have the duty and authority to direct the Investment Trustee with
respect to the merger and consolidation of the assets of the various
investment funds maintained under the Trust of the NationsSecurities
Plan on December 31, 1995 with and into the Funds being maintained by
the Investment Trustee under the Investment Trust on or after January
1, 1996 pursuant to Article XII of the Plan.
(b) Accounts Related to Participation in the NationsSecurities
Plan.
(1) Establishment of Accounts. Effective as of January 1,
1996, the accounts being maintained for participants in the
NationsSecurities Plan on December 31, 1995 shall be combined with
other accounts, or maintained as separate accounts, under the Plan as
follows:
(i) Accounts for Elective Deferrals. The accounts
maintained under the NationsSecurities Plan for a Participant
who participated in the NationsSecurities Plan representing
the Participant's interest in the Participant's "Elective
Deferrals" thereunder shall become the Participant's Pre-Tax
Employee Contribution Account under the Plan.
(ii) Creation of Former NationsSecurities Plan
Accounts. An Account shall be established under the Plan for
each of the accounts maintained under the NationsSecurities
Plan for a Participant who participated in the
NationsSecurities Plan other than the account described
immediately above. These Accounts are referred to in the Plan
as "Former NationsSecurities Plan Accounts." The Committee
shall cause to be maintained such sub-accounts as are
necessary to limit or restrict in-
<PAGE>
Service distributions as required by the Code.
The Committee may from time to time after January 1, 1996 combine a
Participant's Former NationsSecurities Plan Accounts with one another
or with other Accounts of the Participant to the extent that the
Committee determines that the combination of Accounts is
administratively feasible and permitted by the Act and the Code.
(2) Investment of Accounts. The Accounts representing a
Participant's interest in the NationsSecurities Plan shall be held and
invested from time to time in the Funds in accordance with Participant
investment designations pursuant to Section 12.5 of the Plan.
(c) Active Participation in the Plan. The following rules
shall apply for the purpose of determining when persons with "Hours of
Service" under the NationsSecurities Plan before January 1, 1996 for
employment with any participating employer in the NationsSecurities
Plan become Participants in the Plan on or after January 1, 1996:
(i) Prior Participants. With respect to persons who
had become "Participants" in the NationsSecurities Plan by
December 31, 1995:
Covered Employee on January 1, 1996. If a person is a
Covered Employee on January 1, 1996, the person shall
become a Participant on that date.
Non-Covered Employee or Former Employee on January 1,
1996. If the person is not a Covered Employee on
January 1, 1996 but one or more Accounts are
established for the person pursuant to Section
16.20(b)(1) of the Plan because of the person's
NationsSecurities Plan participation, the person
shall become a Participant on that date for purposes
of the investment, administration and distribution of
the Account(s) in accordance with the provisions of
the Plan, but the person shall not be entitled to
otherwise participate in the Plan unless and until
the person subsequently becomes a Covered Employee.
Other situations. In any other case, the person shall
become a Participant if and when the person becomes a
Covered Employee after January 1, 1996.
<PAGE>
(ii) Other Employees. With respect to persons who
had not become "Participants" in the NationsSecurities Plan
by December 31, 1995:
Eligible Covered Employee on January 1, 1996. If the
person is a Covered Employee on January 1, 1996 and
would have commenced participation in the
NationsSecurities Plan on January 1, 1996 had it not
merged into the Plan, the person shall become a
Participant on January 1, 1996.
Other situations. Otherwise, the person shall become
a Participant when and as provided in Section 3.2(c)
of the Plan. For purposes of Section 3.2(c), the
person's Periods of Service and Qualifying Periods of
Severance shall include the following: the person
shall be credited (without duplication) with Months
of Service for time prior to the NationsSecurities
Acquisition Date equal to the person's "Period of
Service" under the NationsSecurities Plan on the
NationsSecurities Acquisition Date.
(d) Vesting in Former NationsSecurities Plan Accounts and
Matching Contribution Accounts; Vesting Service.
(1) Former NationsSecurities Plan Accounts. A Participant's
Former NationsSecurities Plan Accounts that correspond to the
Participant's "Qualified Company Contribution Account" and the portion
of the Participant's "Supplemental Pretax Account" attributable to
"Rollover Contributions" under the NationsSecurities Plan shall be
fully Vested and nonforfeitable. A Participant's Former
NationsSecurities Plan Account that corresponds to the Participant's
"Matching Contribution Account" under the NationsSecurities Plan shall
be subject to the vesting schedule set forth in Section 6.4(b)(iii) of
the Plan.
(2) Determination of Vesting Service. For purposes of
determining the Vesting Service of a Participant who had "Hours of
Service" under the NationsSecurities Plan before January 1, 1996 for
employment with any participating employer in the NationsSecurities
Plan, the person's Vesting Service shall be determined under the
applicable provisions of the Plan other than this Section 16.20(d),
except that the person shall be credited (without duplication) with
Months of Service for time prior to the NationsSecurities Acquisition
Date equal to the person's "Period of Service" under the
NationsSecurities Plan on the NationsSecurities Acquisition Date.
(e) Distribution of Accounts.
<PAGE>
(1) General. While a Participant is in Service, Distributions
to the Participant from the Participant's Former NationsSecurities Plan
Accounts shall be determined, to the extent required by the Act and the
Code, as if the NationsSecurities Plan had remained in effect.
Following separation from Service of a Participant who has any
Former NationsSecurities Plan Accounts, Distributions from the
Participant's Accounts (including Accounts that are not Former
NationsSecurities Plan Accounts) shall be made when and as provided in
Section 7.3 and 7.4 of the Plan.
(2) Benefit Payments in Progress. The merger of the
NationsSecurities Plan into the Plan shall not revoke or suspend any
NationsSecurities Plan methods of payment elected before or in progress
on January 1, 1996, and any method of payment in progress under the
NationsSecurities Plan on January 1, 1996 with respect to a
Participant's accounts thereunder shall continue in effect with respect
to the Participant's interest under the Plan in such accounts.
(f) Beneficiary Designations. Any Participant's written
beneficiary designation in effect under the NationsSecurities Plan with
respect to the Participant's accounts thereunder shall not be revoked
by reason of the merger of the NationsSecurities Plan into the Plan.
Such designation shall be effective under the Plan from and after
January 1, 1996 as designating the Beneficiary of all of the
Participant's Accounts, including any resulting Former
NationsSecurities Plan Accounts, unless and until the Participant
revokes or changes the designation or the designation otherwise becomes
ineffective, in accordance with the terms and provisions of the Plan.
SECTION 16.21. MERGER OF THE NORTH FLORIDA PLAN
(a) Merger of the North Florida Plan. NationsBank acquired
North Florida Bank Corporation on December 21, 1995 (the "North Florida
Acquisition Date"). At the time of the acquisition, North Florida Bank
Corporation sponsored the North Florida Bank Corporation Profit Sharing
and Thrift Plan (the "North Florida Plan"), which has continued in
existence since then.
The North Florida Plan shall merge with and into the Plan
effective as of the close of business on December 31, 1995. In
connection therewith and effective as of that time, (i) the Trust under
the North Florida Plan shall merge with and into the Investment Trust
for the Plan and (ii) the assets of the Trust under the North Florida
Plan shall become assets of the Plan. The Committee shall have the duty
and authority to direct the Investment Trustee with respect to
<PAGE>
the merger and consolidation of the assets of the various investment
funds maintained under the Trust of the North Florida Plan on December
31, 1995 with and into the Funds being maintained by the Investment
Trustee under the Investment Trust on or after January 1, 1996
pursuant to Article XII of the Plan.
(b) Accounts Related to Participation in the North Florida
Plan.
(1) Establishment of Accounts. Effective as of January 1,
1996, the accounts being maintained for participants in the North
Florida Plan on December 31, 1995 shall be combined with other
accounts, or maintained as separate accounts, under the Plan as
follows:
(i) Accounts for Elective Contributions. The account
maintained under the North Florida Plan for a Participant who
participated in the North Florida Plan representing the
Participant's interest in the Participant's "elective
contributions" thereunder shall become the Participant's
Pre-Tax Employee Contribution Account under the Plan.
(ii) Creation of Former North Florida Plan Accounts.
An Account shall be established under the Plan for each of the
accounts maintained under the North Florida Plan for a
Participant who participated in the North Florida Plan other
than the account described immediately above. These Accounts
are referred to in the Plan as "Former North Florida Plan
Accounts." The Committee shall cause to be maintained such
sub-accounts as are necessary to limit or restrict in-Service
distributions as required by the Code.
The Committee may from time to time after January 1, 1996 combine a
Participant's Former North Florida Plan Accounts with one another or
with other Accounts of the Participant to the extent that the Committee
determines that the combination of Accounts is administratively
feasible and permitted by the Act and the Code.
(2) Investment of Accounts. Except as provided in the next
paragraph, the Accounts representing a Participant's interest in the
North Florida Plan shall be held and invested from time to time in the
Funds in accordance with Participant investment designations pursuant
to Section 12.5 of the Plan.
The North Florida Plan maintained "Merger Accounts" for
certain Participants representing their interests in the North Florida
Bank Corporation Employee Stock Ownership Plan, which had merged into
the North Florida Plan. If a Participant had a "Merger Account" that
was invested in NationsBank Common Stock on December 31, 1995, the
corresponding Former North Florida
<PAGE>
Plan Account shall be subject to the investment restrictions of Section
12.6(a) of the Plan. (Therefore, the Account must be invested in the
NationsBank Common Stock Fund until transferred to the other Funds
pursuant to Section 12.6(b) of the Plan.)
(c) Active Participation in the Plan. The following rules
shall apply for the purpose of determining when persons with "Hours of
Service" under the North Florida Plan before January 1, 1996 for
employment with any participating employer in the North Florida Plan
become Participants in the Plan on or after January 1, 1996:
(i) Prior Participants. With respect to persons who had
become "Participants" in the North Florida Plan by December 31, 1995:
Covered Employee on January 1, 1996. If a person is a Covered
Employee on January 1, 1996, the person shall become a
Participant on that date.
Non-Covered Employee or Former Employee on January 1, 1996. If
the person is not a Covered Employee on January 1, 1996 but
one or more Accounts are established for the person pursuant
to Section 16.21(b)(1) of the Plan because of the person's
North Florida Plan participation, the person shall become a
Participant on that date for purposes of the investment,
administration and distribution of the Account(s) in
accordance with the provisions of the Plan, but the person
shall not be entitled to otherwise participate in the Plan
unless and until the person subsequently becomes a Covered
Employee.
Other situations. In any other case, the person shall become a
Participant if and when the person becomes a Covered Employee
after January 1, 1996.
(ii) Other Employees. With respect to persons who had
not become "Participants" in the North Florida Plan by December 31,
1995:
Eligible Covered Employee on January 1, 1996. If the person is
a Covered Employee on January 1, 1996 and would have commenced
participation in the North Florida Plan on January 1, 1996 had
it not merged into the Plan, the person shall become a
Participant on January 1, 1996.
Other situations. Otherwise, the person shall become a
Participant when
<PAGE>
and as provided in Section 3.2(c) of the Plan. For purposes of
Section 3.2(c), the person's Periods of Service and Qualifying
Periods of Severance shall include (without duplication) the
following:
The person shall be credited with Months of Service for time
prior to the North Florida Acquisition Date determined as if
the participating employers in the North Florida Plan and
their affiliates and predecessor companies had been
Participating Employers in the Plan.
The person shall be credited with twelve (12) Months of
Service for each completed "Year of Service" for eligibility
purposes under the North Florida Plan that the person had as
of December 31, 1995. (See paragraph (uu)(1)(B) of Article I
of the North Florida Plan.)
If the person had in progress on December 31, 1995 a 12-month
computation period that would be a "Year of Service" for
eligibility purposes under the North Florida Plan if the
person completed 1,000 Hours of Service within it, the person
shall be credited with twelve (12) Months of Service upon the
completion of such computation period during 1996 if the
person had completed 1,000 "Hours of Service" under the North
Florida Plan during the portion of the computation period that
had elapsed by December 31, 1995.
(d) Vesting in Former North Florida Plan Accounts and
Matching Contribution Accounts; Vesting Service.
(1) Former North Florida Plan Accounts. A Participant's Former
North Florida Plan Accounts that correspond to the Participant's
"Matching Contribution Account," "Non-Elective Contribution Account"
and "Rollover Contribution Account" under the North Florida Plan shall
be fully Vested and nonforfeitable. A Participant's Former North
Florida Plan Accounts that correspond to the Participant's "Employer
Contribution Account" and "Merger Account" under the North Florida Plan
shall be subject to the vesting schedule set forth in Section
6.4(b)(iii) of the Plan.
(2) Determination of Vesting Service. For purposes of
determining the Vesting Service of a Participant who had "Hours of
Service" under the North Florida Plan before January 1, 1996 for
employment with any participating employer in the North Florida Plan,
the person's Vesting Service shall be determined under the applicable
provisions of the Plan other than this Section 16.21(d), except that
the person shall be credited with Months of Service for time prior to
the North Florida Acquisition Date determined as if the participating
employers in the North Florida Plan and their affiliates and
predecessor
<PAGE>
companies had been Participating Employers in the Plan. If
the Participant had become a "Participant" in the North Florida Plan by
December 31, 1995, however, in no event shall such Participant's Vested
percentage in any Account that is subject to the vesting schedule set
forth in Section 6.4(b)(iii) of the Plan be less at any time than the
Vested percentage that would result had the vesting provisions of the
North Florida Plan remained in effect.
(e) Distribution of Accounts.
(1) General. While a Participant is in Service, Distributions
to the Participant from the Participant's Former North Florida Plan
Accounts shall be determined, to the extent required by the Act and the
Code, as if the North Florida Plan had remained in effect.
Following separation from Service of a Participant who has any
Former North Florida Plan Accounts, Distributions from the
Participant's Accounts (including Accounts that are not Former North
Florida Plan Accounts) shall be made either (i) when and as provided in
Section 7.3 and 7.4 of the Plan or (ii) if the total Vested interest in
the Participant's Accounts at the time of Distribution exceeds three
thousand five hundred dollars ($3,500), as provided by Article XVIII of
the Plan. The Committee shall establish the procedures by which
Participants and Beneficiaries may make their related payment
elections.
(2) Benefit Payments in Progress. The merger of the North
Florida Plan into the Plan shall not revoke or suspend any North
Florida Plan methods of payment elected before or in progress on
January 1, 1996, and any method of payment in progress under the North
Florida Plan on January 1, 1996 with respect to a Participant's
accounts thereunder shall continue in effect with respect to the
Participant's interest under the Plan in such accounts.
(f) Beneficiary Designations. Any Participant's written
beneficiary designation in effect under the North Florida Plan with
respect to the Participant's accounts thereunder shall not be revoked
by reason of the merger of the North Florida Plan into the Plan. Such
designation shall be effective under the Plan from and after January 1,
1996 as designating the Beneficiary of all of the Participant's
Accounts, including any resulting Former North Florida Plan Accounts,
unless and until the Participant revokes or changes the designation or
the designation otherwise becomes ineffective, in accordance with the
terms and provisions of the Plan."
7. The following Article XVIII is added to the Plan effective
as of October 1, 1995:
<PAGE>
"ARTICLE XVIII
ADDITIONAL METHODS OF DISTRIBUTION
SECTION 18.1. GENERAL. From time to time certain tax-qualified
defined contribution plans are merged into the Plan or transfer assets
to the Plan in connection with business acquisitions by the
Participating Employers. Sometimes these prior plans provide for
annuity or installment methods of payment which are required to be
preserved under the Plan in accordance with Code Section 411(d)(6). In
some cases, the prior plans provide for a Qualified Annuity as the
normal form of payment. The purpose of this Article is to provide for
additional methods of Distribution and special rules applicable to
Qualified Annuities and Qualified Preretirement Survivor Annuities for
Participants who participated in these prior plans.
SECTION 18.2. DEFINITIONS. For purposes of this Article,
the following terms shall have the following meanings:
(a) Applicable Election Period means:
(i) in the case of a Participant's election to waive
the Qualified Annuity form of Distribution, the ninety (90)
day period ending on the date of commencement of
Distribution; and
(ii) in the case of a Participant's election to waive
the Qualified Preretirement Survivor Annuity form of
Distribution, the period which begins on the first day of the
Plan Year in which the Participant attains age thirty-five
(35) and ends on the date of the Participant's death;
provided, however, in the case the Participant separates from
Service, the period under this subparagraph (ii), with respect
to benefits accrued before the date of the separation of
Service, shall not begin later than the date of the separation
from Service.
(b) Prior Plan means each plan listed on Schedule 18.2(b)
attached to the Plan. Schedule 18.2(b) shall indicate which Prior Plans
had a Qualified Annuity as the normal form of payment. Schedule 18.2(b)
shall be updated from time to time to reflect additional merged or
transferor plans that are subject to this Article.
(c) Qualified Annuity means:
(i) with respect to a married Participant, an annuity
for the life
<PAGE>
of the Participant with a survivor annuity for the life
of the Participant's spouse which is not less than
fifty percent (50%), nor greater than one hundred percent
(100%), of the amount which is payable during the joint lives
of the Participant and such spouse; and
(ii) with respect to an unmarried Participant, an
annuity for the life of the Participant.
(d) Qualified Preretirement Survivor Annuity means, with
respect to the surviving spouse of a Participant, an annuity for the
life of such surviving spouse.
(e) Qualified Waiver means, with respect to a Participant, a
written election by the Participant to waive the Qualified Annuity form
of Distribution or the Qualified Preretirement Survivor Annuity form of
Distribution (as the case may be). The election must (i) be in writing,
(ii) be delivered to the Committee at any time during the Applicable
Election Period with respect to the election, (iii) specify the
alternative method of Distribution and (iv) if applicable, specify any
non-spouse Beneficiary under the alternative method of Distribution. If
the Participant is married, the election shall not be effective unless
(i) the spouse of the Participant consents in writing to the election
and the spouse's said consent acknowledges the effect of the election
and is witnessed by a member of the Committee or other representative
of the Plan or by a notary public or (ii) it is established to the
satisfaction of the Committee or other representative of the Plan that
such consent may not be obtained because there is no spouse, because
such spouse cannot be located, or because of such circumstances as may
be prescribed by applicable Code regulations. Any consent by a spouse,
or establishment that the consent of a spouse may not be obtained,
shall be effective only with respect to that spouse. Any Qualified
Waiver by a Participant may be revoked by the Participant, without the
consent of the Participant's spouse to such revocation, at any time
during the Applicable Election Period with respect to the Qualified
Waiver by written notice of revocation delivered to the Committee
during the Applicable Election Period. Following any such revocation,
the Participant may make another Qualified Waiver pursuant to the
provisions set forth above.
SECTION 18.3 PARTICIPANTS SUBJECT TO THIS ARTICLE. The
Participants subject to this Article shall be each Participant who
participated in a Prior Plan and whose account(s) under the Prior Plan
were transferred to this Plan. For these Participants, the provisions
of this Article shall control notwithstanding any provision of this
Plan to the contrary.
SECTION 18.4 ADDITIONAL METHODS OF DISTRIBUTION.
<PAGE>
In addition to the single lump sum method of Distribution as provided
in Section 7.4, a Participant who has separated from Service, and any
Beneficiary of a deceased Participant who died prior to commencement of
Distribution, may elect to have the Participant's Accounts paid by one
or any combination of the following methods, subject to the provisions
of this Article:
Single Life Annuity: an annuity payable for the life of the
Participant (or Beneficiary, if applicable).
Term Certain Annuity: an annuity payable for the life of the
Participant (or Beneficiary, if applicable), with payments
guaranteed for a period selected by the Participant (or
Beneficiary, if applicable) of five (5), ten (10), fifteen
(15) or twenty (20) years. Any payments during the guaranteed
period following the Participant's (or Beneficiary's) death
would be paid to the Participant's (or Beneficiary's)
designated beneficiary.
Contingent Annuity: an annuity payable for the life of the
Participant (or Beneficiary, if applicable), with a survivor
annuity payable to the Participant's (or Beneficiary's)
designated beneficiary equal to either fifty percent (50%) or
one hundred percent (100%), as selected by the Participant (or
Beneficiary), of the amount payable during the joint lives of
the Participant (or Beneficiary) and such designated
beneficiary.
Installments: payment of the balance of the Participant's
Accounts in substantially equal installments at regular
intervals not more frequent than monthly over a period
selected by the Participant (or Beneficiary, if applicable)
In certain circumstances some Participants may have available
additional methods of Distribution that are required to be preserved
under the Plan in accordance with Code Section 411(d)(6). See Article
XVI of the Plan.
SECTION 18.5 QUALIFIED ANNUITY AS NORMAL FORM. For a
Participant who participated in a Prior Plan that had a Qualified
Annuity as the normal form of payment:
(i) where there is no Qualified Waiver in effect with
respect to the Qualified Annuity method of Distribution, the
method of Distribution to the Participant shall be by
purchasing a Qualified Annuity with the amount distributable
to the Participant and distributing the Qualified Annuity to
the Participant; and
<PAGE>
(ii) where there is a Qualified Waiver in effect with
respect to the Qualified Annuity method of Distribution, the
method of Distribution to the Participant shall be in
accordance with the method selected by the Participant as
described above and consistent with the Qualified Waiver.
SECTION 18.6 QUALIFIED ANNUITY NOT AS NORMAL FORM. For a
Participant who participated in a Prior Plan that did not have a
Qualified Annuity as the normal form of payment, no Qualified Waiver
shall be required for the Participant to be paid by the single lump sum
method or installment method of Distribution. If, however, the
Participant elects an annuity method of Distribution, the method of
Distribution to the Participant shall be by purchasing a Qualified
Annuity with the amount distributable to the Participant and
distributing the Qualified Annuity to the Participant unless a
Qualified Waiver is in effect permitting the elected method of payment.
SECTION 18.7 ADDITIONAL REQUIREMENTS.
(a) Qualified Preretirement Survivor Annuity. The Qualified
Preretirement Survivor Annuity requirement of this Section 18.7(a)
shall apply with respect to each Participant with respect to whom the
Qualified Annuity requirement of this Article applies. If such
requirement applies with respect to a Participant and the Participant
dies prior to the commencement of Distribution and is survived by the
Participant's spouse, then:
(i) where there is no Qualified Waiver with respect
to the Qualified Preretirement Survivor Annuity form of
Distribution in effect at the time of the Participant's death,
the spouse shall be the Participant's Beneficiary and the
method of Distribution to the Beneficiary shall be (A) by
purchasing a Qualified Preretirement Survivor Annuity with the
amount distributable to the Beneficiary and distributing the
Qualified Preretirement Survivor Annuity to the Beneficiary or
(B) at the Beneficiary's election, by any alternative method
set forth in Section 18.4 of the Plan; and
(ii) where there is a Qualified Waiver in effect with
respect to the Qualified Preretirement Survivor Annuity form
of Distribution, the Beneficiary shall be as provided in or
permitted by the Qualified Waiver and the method of
Distribution to such Beneficiary shall be consistent with the
Qualified Waiver.
(b) Notice Requirements. The Committee shall provide each
Participant with respect to whom the Qualified Annuity requirement of
this
<PAGE>
Article applies, within a reasonable period of time prior to the
commencement of Distribution, with a written explanation of (i) the
terms and conditions of the Qualified Annuity, (ii) the Participant's
right to make, and the effect of, a Qualified Waiver with respect to
the Qualified Annuity form of Distribution, (iii) the rights of the
Participant's spouse as to spousal consent with respect to the
Qualified Waiver and (iv) the right to make, and the effect of, a
revocation of a Qualified Waiver. The Committee shall also provide each
Participant with respect to whom the Qualified Preretirement Survivor
Annuity requirement of this Article applies with a written explanation
with respect to the Qualified Preretirement Survivor Annuity that is
comparable to the explanation hereinabove required with respect to the
Qualified Annuity. The Committee shall provide such written explanation
with respect to the Qualified Preretirement Survivor Annuity within the
period (i) beginning on the first day of the Plan Year in which the
Participant attains age thirty-two (32) and (ii) ending with the close
of the Plan Year in which the Participant attains and thirty-five (35).
If the Participant becomes a Participant in the Plan after the first
day of the Plan Year in which the Participant attains age thirty-two
(32), however, the Committee shall provide the written explanation with
respect to the Qualified Preretirement Survivor Annuity to the
Participant no later than the close of the second Plan Year following
the Participant's becoming a Participant in the Plan.
(c) Purchase of Annuities. Any annuity that is to be purchased
and distributed to a Participant or Beneficiary under this Article
shall be provided under a contract issued by an insurance company
selected by the Committee, and the Committee shall provide such
insurance company with all pertinent information required for issuance
of the annuity contract, including without limitation the name, sex and
date of birth of the annuitant(s) and the type of annuity to be
provided under the annuity contract. The amount distributable shall
disbursed to the insurance company in payment of the annuity contract.
Any annuity contract distributed to a Participant or Beneficiary shall
be nontransferable.
(d) Maximum Period of Distribution to Participants. Any
method of Distribution to a Participant mus meet either the
requirements of subparagraph (i) or subparagraph (ii) below:
(i) such method shall provide for Distribution over a
period which does not exceed the life expectancy of the
Participant or the joint life and last survivor expectancy of
the Participant and the Participant's Beneficiary; or
(ii) such method is the purchase of an annuity
providing for payments to the Participant over the life of the
Participant or to the
<PAGE>
Participant and the Participant's Beneficiary over the joint
lives and life of the survivor of the Participant and the
Participant's Beneficiary.
(e) Maximum Period of Distribution to Beneficiaries. If
Distribution had begun to the Participant [within the meaning of
Section 401(a)(9)(B)(i) of the Code], Distributions to the
Participant's Beneficiary shall be completed at least as rapidly as
under the method under which Distributions were being made to the
Participant at the time of the Participant's death. If Distributions
had not so begun to the Participant, Distributions to the Participant's
Beneficiary shall be completed within five (5) years after the
Participant's death; provided, however:
(i) if the Participant's Beneficiary is an individual
and Distributions to or on behalf of such Beneficiary begin
not later than one (1) year after the date of the
Participant's death [or such later date as may be provided by
regulations under Section 401(a)(9) of the Code],
Distributions may be made over a period that does not exceed
the life expectancy of the Beneficiary or by the purchase of
an annuity providing for payments over the life of the
Beneficiary; and
(ii) in the event that the Beneficiary is the
Participant's surviving spouse, (A) if Distributions to such
Beneficiary begin not later than the date on which the
Participant would have attained age seventy and one-half
(70-1/2), Distributions may be made over a period not
exceeding the life expectancy of the Beneficiary or by the
purchase of an annuity providing for payments over the life of
the Beneficiary, and (B) if the Beneficiary dies before
Distributions commence, the provisions of this Section 18.7
shall apply as if the Beneficiary had been the Participant.
(f) Exception. Notwithstanding any provision of this Article
to the contrary, any Distribution with respect to a Participant whose
Accounts do not exceed three thousand five hundred dollars ($3,500) in
the aggregate shall be paid in the form of a single lump sum payment in
accordance with the provisions of the Plan other than this Article.
(g) Compliance with Section 401(a)(9). Payments of Plan
benefits under this Article shall comply with the requirements of
Section 401(a)(9) of the Code, including the minimum distribution
incidental benefit requirement of Section 401(a)(9)(G) of the Code and
Proposed Treasury Regulation ss.1.401(a)(9)-2."
<PAGE>
IN WITNESS WHEREOF, NationsBank 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: /s/Susan B. Waldkirch
Name: Susan B. Waldkirch
Title: Vice President
<PAGE>
FIFTH AMENDMENT TO
THE NATIONSBANK RETIREMENT SAVINGS PLAN
(as restated effective January 1, 1993)
THIS INSTRUMENT is executed as of the 1st day of January, 1996 by
NATIONSBANK CORPORATION, a North Carolina corporation with its principal office
and place of business in Charlotte, North Carolina, hereinafter referred to as
"NationsBank";
Statement of Purpose
The NationsBank Retirement Savings Plan (the "Plan") was amended and
restated effective January 1, 1993 by Instrument dated December 31, 1992 and
further amended by Instruments dated December 31, 1993, December 31, 1994,
August 1, 1995 and December 31, 1995. By this Instrument, NationsBank is
amending the Plan to reflect three 1996 corporate acquisitions. These amendments
have been authorized by the Compensation Committee of the Board of Directors of
NationsBank, which Compensation Committee has the authority to amend the Plan on
behalf of all Participating Employers.
NOW, THEREFORE, for the purposes aforesaid, the Plan, as set forth in
said Instrument dated December 31, 1992, as subsequently amended, is amended as
follows:
1. The following Section 16.22 is added to the Plan effective as of
January 10, 1996:
"SECTION 16.22. EMPLOYEES OF CSF HOLDINGS.
(a) General. NationsBank acquired CSF Holdings, Inc. ("CSF
Holdings") on January 10, 1996 (the "CSF Holdings Acquisition Date").
At the time of the acquisition, CSF Holdings sponsored the CSF Holdings
Cash or Deferred Profit Sharing Plan (the "CSF Holdings Plan"), and
contributions to the CSF Holdings Plan ceased effective as of the CSF
Holdings Acquisition Date. This Section 16.22 provides rules for (i)
determining when persons employed by CSF Holdings or any of its
subsidiary companies on or before the CSF Holdings Acquisition Date
become Participants in the Plan and (ii) determining their Vested
interest in their resulting Matching Contribution Accounts.
(b) Participation in the Plan. The following rules shall apply
for the purpose of determining when persons employed by CSF Holdings or
any of its subsidiary companies on or before the CSF Holdings
Acquisition Date become
<PAGE>
Participants in the Plan on or after the CSF Holdings Acquisition Date:
(i) CSF Holdings Plan Participants. With respect to
persons who had become "Participants" in the CSF Holdings Plan
before the CSF Holdings Acquisition Date (including persons
who could have elected to participate by the CSF Holdings
Acquisition Date but chose not to do so):
Covered Employee on the CSF Holdings Acquisition
Date. If a person is a Covered Employee on the CSF
Holdings Acquisition Date, the person shall become a
Participant on that date.
Non-Covered Employee or Former Employee on the CSF
Holdings Acquisition Date. If the person is not a
Covered Employee on the CSF Holdings Acquisition
Date, the person shall become a Participant if and
when the person becomes a Covered Employee after the
CSF Holdings Acquisition Date.
(ii) Other Employees. With respect to persons who had
not become "Participants" in the CSF Holdings Plan before the
CSF Holdings Acquisition Date, the person shall become a
Participant when and as provided in Section 3.2(c) of the
Plan. For purposes of Section 3.2(c), the person's Periods of
Service and Qualifying Periods of Severance shall include
(without duplication) the following: the person shall be
credited with Months of Service for time prior to the CSF
Holdings Acquisition Date determined as if CSF Holdings and
its subsidiary companies and their predecessor companies had
been Participating Employers in the Plan.
(c) Vesting in Matching Contribution Accounts; Vesting
Service. The Matching Contribution Accounts of persons who were
employees of CSF Holdings or any of its subsidiary companies on or
before the CSF Holdings Acquisition Date (including persons who had not
become "Participants" in the CSF Holdings Plan by the CSF Holdings
Acquisition Date) shall vest as follows:
(i) Employee on CSF Holdings Acquisition Date. If the
person was an employee of CSF Holdings or any of its
subsidiary companies on the CSF Holdings Acquisition Date, the
person's Matching Contribution Account shall be fully Vested
and nonforfeitable.
(ii) Not Employee on CSF Holdings Acquisition Date.
If the person was not an employee of CSF Holdings or any of
its subsidiary companies on the CSF Holdings Acquisition Date,
the person's
<PAGE>
Matching Contribution Account shall be subject to
the vesting schedule set forth in Section 6.4(b)(iii) of the
Plan. The person's Vesting Service shall be determined under
the applicable provisions of the Plan other than this Section
16.22(c), except that the person shall be credited (without
duplication) with Months of Service for time prior to the CSF
Holdings Acquisition Date determined as if CSF Holdings and
its subsidiary companies and their predecessor companies had
been Participating Employers in the Plan."
2. The following Section 16.23 is added to the Plan effective as of
February 1, 1996:
"SECTION 16.23. EMPLOYEES OF BANK SOUTH.
(a) General. NationsBank acquired Bank South Corporation
("Bank South") on January 9, 1996 (the "Bank South Acquisition Date").
At the time of the acquisition, Bank South sponsored the Bank South
401(k) Investment Plan (the "Bank South Plan"), and contributions to
the Bank South Plan ceased effective January 31, 1996. This Section
16.23 provides rules for (i) determining when persons employed by Bank
South or any of its subsidiary companies on or before the Bank South
Acquisition Date become Participants in the Plan and (ii) determining
their Vested interest in their resulting Matching Contribution
Accounts.
(b) Participation in the Plan. The following rules shall apply
for the purpose of determining when persons employed by Bank South or
any of its subsidiary companies on or before the Bank South Acquisition
Date become Participants in the Plan on or after February 1, 1996:
(i) Bank South Plan Participants. With respect to
persons who had become "Participants" in the Bank South Plan
by January 31, 1996 (including persons who could have elected
to participate in the "Pay Transfer Portion" of the Bank South
Plan by January 1, 1996 but chose not to do so):
Covered Employee on February 1, 1996. If the person
is a Covered Employee on February 1, 1996, the person
shall become a Participant on that date.
Non-Covered Employee or Former Employee on February
1, 1996. If the person is not a Covered Employee on
February 1, 1996, the person shall become a
Participant if and when the person becomes a Covered
Employee after February 1, 1996.
<PAGE>
(ii) Other Employees. With respect to persons who
had not become "Participants" in the Bank South Plan by
January 31, 1996:
Eligible Covered Employee on February 1, 1996. If the
person is a Covered Employee on February 1, 1996 and
had completed "Six Months of Service" within the
meaning of Section 3.2(b) of the Bank South Plan by
January 31, 1996, the person shall become a
Participant on February 1, 1996.
Other situations. Otherwise, the person shall become
a Participant when and as provided in Section 3.2(c)
of the Plan. For purposes of Section 3.2(c), the
person's Periods of Service and Qualifying Periods of
Severance shall include (without duplication) the
following: the person shall be credited with Months
of Service for time prior to the Bank South
Acquisition Date determined as if Bank South and its
subsidiary companies and their predecessor companies
had been Participating Employers in the Plan.
(c) Vesting in Matching Contribution Accounts; Vesting
Service. The Matching Contribution Accounts of persons who were
employees of Bank South or any of its subsidiary companies on or prior
to the Bank South Acquisition Date (including persons who had not
become "Participants" in the Bank South Plan by the Bank South
Acquisition Date) shall vest as follows:
(i) Employee on Bank South Acquisition Date. If the
person was an employee of Bank South or any of its subsidiary
companies on the Bank South Acquisition Date, the person's
Matching Contribution Account shall be fully Vested and
nonforfeitable.
(ii) Not Employee on Bank South Acquisition Date. If
the person was not an employee of Bank South or any of its
subsidiary companies on the Bank South Acquisition Date, the
person's Matching Contribution Account shall be subject to the
vesting schedule set forth in Section 6.4(b)(iii) of the Plan.
The person's Vesting Service shall be determined under the
applicable provisions of the Plan other than this Section
16.23(c), except that the person shall be credited (without
duplication) with Months of Service for time prior to the Bank
South Acquisition Date determined as if Bank South and its
subsidiary companies and their predecessor companies had been
Participating Employers in the Plan."
3. The following Section 16.24 is added to the Plan effective as
of February 1, 1996:
<PAGE>
"SECTION 16.24. CERTAIN FORMER EMPLOYEES OF SUN WORLD BANK.
(a) General. NationsBank acquired Sun World Savings Bank, FSB
("Sun World") on January 31, 1996 (the "Sun World Acquisition Date").
At the time of the acquisition, Sun World participated in the Sun World
401(k) Savings Plan, a defined contribution plan sponsored by Sun
World's affiliate Sun World Corporation (the "Sun World Plan"). This
Section 16.24 applies to persons who are employed by Sun World on the
Sun World Acquisition Date and provides rules for (i) determining when
they become Participants in the Plan and (ii) determining their Vested
Service for time prior to the Sun World Acquisition Date.
(b) Participation in the Plan. The following rules shall apply
for purposes of determining when persons employed by Sun World on the
Sun World Acquisition Date become Participants in the Plan on or after
February 1, 1996:
(i) Sun World Plan Participants. With respect to
persons who had become "Participants" in the Sun World Plan by
the Sun World Acquisition Date (including persons who could
have elected to participate in the Sun World Plan by the Sun
World Acquisition Date but chose not to do so):
Covered Employee on February 1, 1996. If the person
is a Covered Employee on February 1, 1996, the person
shall become a Participant on that date.
Non-Covered Employee or Former Employee on February
1, 1996. If a person is not a Covered Employee on
February 1, 1996, the person shall become a
Participant if and when the person becomes a Covered
Employee after February 1, 1996.
(ii) Other Employees. With respect to persons who had
not become "Participants" in the Sun World Plan by the Sun
World Acquisition Date, the person shall become a Participant
when and as provided in Section 3.2(c) of the Plan, but in no
event earlier than February 1, 1996. For purposes of Section
3.2(c), a person's Periods of Service and Qualifying Periods
of Severance shall include (without duplication) the
following: the person shall be credited with Months of Service
for time prior to the Sun World Acquisition Date determined as
if Sun World and its affiliated companies and their
predecessor companies had been Participating Employers in the
Plan.
<PAGE>
(c) Vesting Service. The Vesting Service of a person who is
employed by Sun World on the Sun World Acquisition Date shall be
determined under the applicable provisions of the Plan other than this
Section 16.24, except that the person shall be credited (without
duplication) with Months of Service for time prior to the Sun World
Acquisition Date determined as if Sun World and its affiliated
companies and their predecessor companies had been Participating
Employers in the Plan."
IN WITNESS WHEREOF, NationsBank 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: /s/Susan B. Waldkirch
Name: Susan B. Waldkirch
Title: Vice President
<PAGE>
SIXTH AMENDMENT TO
THE NATIONSBANK RETIREMENT SAVINGS PLAN
(as restated effective January 1, 1993)
THIS INSTRUMENT is executed as of the 30th day of June, 1996 by
NATIONSBANK CORPORATION, a North Carolina corporation with its principal office
and place of business in Charlotte, North Carolina, hereinafter referred to as
"NationsBank";
Statement of Purpose
The NationsBank Retirement Savings Plan (the "Plan") was amended and
restated effective January 1, 1993 by Instrument dated December 31, 1992 and
further amended by Instruments dated December 31, 1993, December 31, 1994,
August 1, 1995, December 31, 1995 and January 1, 1996. By this Instrument,
NationsBank is amending the Plan to reflect certain 1996 corporate acquisitions.
These amendments have been authorized by the Compensation Committee of the Board
of Directors of NationsBank, which Compensation Committee has the authority to
amend the Plan on behalf of all Participating Employers.
NOW, THEREFORE, for the purposes aforesaid, the Plan, as set forth in
said Instrument dated December 31, 1992, as subsequently amended, is amended as
follows:
1. The following Sections 16.25, Section 16.26 and Section 16.27 are
added to the Plan effective as of June 30, 1996:
"SECTION 16.25. MERGER OF THE LDI PLAN
(a) Merger of the LDI Plan. NationsCredit Commercial
Corporation, which is a Participating Employer, acquired LDI
Corporation on April 29, 1996 (the "LDI Acquisition Date"). At the time
of the acquisition, LDI Corporation sponsored the LDI Corporation
Retirement Savings Plan (the "LDI Plan"), which has continued in
existence since then.
The LDI Plan shall merge with and into the Plan effective as
of the close of business on June 30, 1996. In connection therewith and
effective as of that time, (i) the Trust under the LDI Plan shall merge
with and into the Investment Trust for the Plan and (ii) the assets of
the Trust under the LDI Plan shall become assets of the Plan. The
Committee shall have the duty and authority to direct the Investment
Trustee with respect to the merger and consolidation of the assets of
<PAGE>
the various investment funds maintained under the Trust of the LDI Plan
on June 30, 1996 with and into the Funds being maintained by the
Investment Trustee under the Investment Trust on or after July 1, 1996
pursuant to Article XII of the Plan.
(b) Accounts Related to Participation in the LDI Plan.
(1) Establishment of Accounts. Effective as of July 1, 1996,
the accounts being maintained for participants in the LDI Plan on June
30, 1996 shall be combined with other accounts, or maintained as
separate accounts, under the Plan as follows:
(i) Accounts for Participant Elected Contributions.
The account maintained under the LDI Plan for a Participant
who participated in the LDI Plan representing the
Participant's interest in the Participant's "Participant
Elected Contributions" thereunder shall become the
Participant's Pre-Tax Employee Contribution Account under the
Plan.
(ii) Creation of Former LDI Plan Accounts. An Account
shall be established under the Plan for each of the accounts
maintained under the LDI Plan for a Participant who
participated in the LDI Plan other than the account described
immediately above. These Accounts are referred to in the Plan
as "Former LDI Plan Accounts." The Committee shall cause to be
maintained such sub-accounts as are necessary to limit or
restrict in-Service distributions as required by the Code.
The Committee may from time to time after July 1, 1996 combine a
Participant's Former LDI Plan Accounts with one another or with other
Accounts of the Participant to the extent that the Committee determines
that the combination of Accounts is administratively feasible and
permitted by the Act and the Code.
(2) Investment of Accounts. Except as hereafter provided in
this Section 16.25(b)(2), the Accounts representing a Participant's
interest in the LDI Plan shall be held and invested from time to time
in the Funds in accordance with Participant investment designations
pursuant to Section 12.5 of the Plan.
If a loan made under the LDI Plan to a Participant who
participated in the LDI Plan is outstanding on July 1, 1996, the
promissory note evidencing such loan shall be held by the Investment
Trustee as a segregated investment allocated to and made solely for the
benefit of the Participant's Account(s) that correspond to the
Participant's account(s) under the LDI Plan that were invested in such
promissory note. The Investment Trustee shall become the successor
lender of each such "earmarked" loan outstanding on July 1, 1996 for
all purposes, and the
<PAGE>
merger of the LDI Plan into the Plan shall not adversely
affect the interest of the Plan (as successor to the LDI
Plan) in the promissory note evidencing such loan or in the security
for the repayment of the promissory note. (No loans were made under the
LDI Plan after May 22, 1996.)
Certain participant accounts in the LDI Plan were invested in
insurance contracts issued by Aetna Life Insurance Company (or an
affiliate thereof). If any such contract is held by the LDI Plan at the
time of its merger into the Plan, the contract shall be held by the
Investment Trustee, as successor contractholder, as a segregated
investment allocated to and made solely for the benefit of the
Participant's Account(s) that correspond to the Participant's LDI Plan
account(s) that were invested in the contract.
(c) Active Participation in the Plan. The following rules
shall apply for the purpose of determining when persons with "Hours of
Service" under the LDI Plan before July 1, 1996 for employment with any
participating employer in the LDI Plan become Participants in the Plan
on or after July 1, 1996:
(i) Prior Participants. With respect to persons
who had become "Participants" in the LDI Plan by June 30,
1996:
Covered Employee on July 1, 1996. If the person is a
Covered Employee on July 1, 1996, the person shall
become a Participant on that date.
Non-Covered Employee or Former Employee on July 1,
1996. If the person is not a Covered Employee on July
1, 1996 but one or more Accounts are established for
the person pursuant to Section 16.25(b)(1) of the
Plan because of the person's LDI Plan participation,
the person shall become a Participant on that date
for purposes of the investment, administration and
distribution of the Account(s) in accordance with the
provisions of the Plan, but the person shall not be
entitled to otherwise participate in the Plan unless
and until the person subsequently becomes a Covered
Employee.
Other situations. In any other case, the person shall
become a Participant if and when the person becomes a
Covered Employee after July 1, 1996.
(ii) Other Employees. With respect to persons who
had not become "Participants" in the LDI Plan by June
30, 1996:
<PAGE>
Eligible Covered Employee on January 1, 1996. If the
person is a Covered Employee on July 1, 1996 and
would have commenced participation in the LDI Plan on
July 1, 1996 had it not merged into the Plan, the
person shall become a Participant on July 1, 1996.
Other situations. Otherwise, the person shall become
a Participant when and as provided in Section 3.2(c)
of the Plan. For purposes of Section 3.2(c), the
person shall be credited with Months of Service for
time prior to the LDI Acquisition Date determined as
if the participating employers in the LDI Plan and
their affiliates and predecessor companies had been
Participating Employers in the Plan.
(d) Vesting in Former LDI Plan Accounts; Vesting Service.
(1) Former LDI Plan Accounts. A Participant's Former
LDI Plan Accounts shall be fully Vested and nonforfeitable.
(2) Determination of Vesting Service. For purposes of
determining the Vesting Service of a Participant who had "Hours of
Service" under the LDI Plan before July 1, 1996 for employment with any
participating employer in the LDI Plan, the person's Vesting Service
shall be determined under the applicable provisions of the Plan other
than this Section 16.25(d), except that the person shall be credited
with Months of Service for time prior to the LDI Acquisition Date
determined as if the participating employers in the LDI Plan and their
affiliates and predecessor companies had been Participating Employers
in the Plan.
(e) Distribution of Accounts.
(1) General. While a Participant is in Service, Distributions
to the Participant from the Participant's Former LDI Plan Accounts
shall be determined, to the extent required by the Act and the Code, as
if the LDI Plan had remained in effect.
Following separation from Service of a Participant who has any
Former LDI Plan Accounts, Distributions from the Participant's Accounts
(including Accounts that are not Former LDI Plan Accounts) shall be
made either (i) when and as provided in Section 7.3 and 7.4 of the Plan
or (ii) if the total Vested interest in the Participant's Accounts at
the time of Distribution exceeds three thousand five hundred dollars
($3,500), as provided by Article XVIII of the Plan.
<PAGE>
The Committee shall establish the procedures by which Participants and
Beneficiaries may make their related payment elections.
(2) Benefit Payments in Progress. The merger of the LDI Plan
into the Plan shall not revoke or suspend any LDI Plan methods of
payment elected before or in progress on July 1, 1996, and any method
of payment in progress under the LDI Plan on July 1, 1996 with respect
to a Participant's accounts thereunder shall continue in effect with
respect to the Participant's interest under the Plan in such accounts.
(f) Beneficiary Designations. Any Participant's written
beneficiary designation in effect under the LDI Plan with respect to
the Participant's accounts thereunder shall not be revoked by reason of
the merger of the LDI Plan into the Plan. Such designation shall be
effective under the Plan from and after July 1, 1996 as designating the
Beneficiary of all of the Participant's Accounts, including any
resulting Former LDI Plan Accounts, unless the Participant revokes or
changes the designation or the designation otherwise becomes
ineffective, in accordance with the terms and provisions of the Plan.
(For example, the designation is superseded by a beneficiary
designation made by the Participant at the time that the Participant
enrolls in the Plan.)
SECTION 16.26. MERGER OF THE CHARTER BANCSHARES PLAN
(a) Merger of the Charter Bancshares Plan. NationsBank
acquired Charter Bancshares, Inc. on May 24, 1996 (the "Charter
Bancshares Acquisition Date"). At the time of the acquisition, Charter
Bancshares, Inc. sponsored the Charter Bancshares, Inc. 401(k) Profit
Sharing Plan (the "Charter Bancshares" Plan), which has continued in
existence since then.
The Charter Bancshares Plan shall merge with and into the Plan
effective as of the close of business on June 30, 1996. In connection
therewith and effective as of that time, (i) the Trust under the
Charter Bancshares Plan shall merge with and into the Investment Trust
for the Plan and (ii) the assets of the Trust under the Charter
Bancshares Plan shall become assets of the Plan. The Committee shall
have the duty and authority to direct the Investment Trustee with
respect to the merger and consolidation of the assets of the various
investment funds maintained under the Trust of the Charter Bancshares
Plan on June 30, 1996 with and into the Funds being maintained by the
Investment Trustee under the Investment Trust on or after July 1, 1996
pursuant to Article XII of the Plan.
(b) Accounts Related to Participation in the Charter
Bancshares Plan.
<PAGE>
(1) Establishment of Accounts. Effective as of July 1, 1996,
the accounts being maintained for participants in the Charter
Bancshares Plan on June 30, 1996 shall be combined with other accounts,
or maintained as separate accounts, under the Plan as follows:
(i) Accounts for Deferral Contributions. The account
maintained under the Charter Bancshares Plan for a Participant
who participated in the Charter Bancshares Plan representing
the Participant's interest in the Participant's "deferral
contributions" thereunder shall become the Participant's
Pre-Tax Employee Contribution Account under the Plan.
(ii) Creation of Former Charter Bancshares Plan
Accounts. An Account shall be established under the Plan for
each of the accounts maintained under the Charter Bancshares
Plan for a Participant who participated in the Charter
Bancshares Plan other than the account described immediately
above. These Accounts are referred to in the Plan as "Former
Charter Bancshares Plan Accounts." The Committee shall cause
to be maintained such sub-accounts as are necessary to limit
or restrict in-Service distributions as required by the Code.
The Committee may from time to time after July 1, 1996 combine a
Participant's Former Charter Bancshares Plan Accounts with one another
or with other Accounts of the Participant to the extent that the
Committee determines that the combination of Accounts is
administratively feasible and permitted by the Act and the Code.
(2) Investment of Accounts. Except as provided in the next
paragraph, the Accounts representing a Participant's interest in the
Charter Bancshares Plan shall be held and invested from time to time in
the Funds in accordance with Participant investment designations
pursuant to Section 12.5 of the Plan.
If a loan made under the Charter Bancshares Plan to a
Participant who participated in the Charter Bancshares Plan is
outstanding on July 1, 1996, the promissory note evidencing such loan
shall be held by the Investment Trustee as a segregated, "earmarked"
investment allocated to and made solely for the benefit of the
Participant's Account(s). The Investment Trustee shall become the
successor lender of each such outstanding loan for all purposes, and
the merger of the Charter Bancshares Plan into the Plan shall not
adversely affect the interest of the Plan (as successor to the Charter
Bancshares Plan) in the promissory note evidencing such loan or in the
security for the repayment of the promissory note. (No loans were made
under the Charter Bancshares Plan after June 15, 1996.)
<PAGE>
(c) Active Participation in the Plan. The following rules
shall apply for the purpose of determining when persons with "Hours of
Service" under the Charter Bancshares Plan before July 1, 1996 for
employment with any participating employer in the Charter Bancshares
Plan become Participants in the Plan on or after July 1, 1996:
(i) Prior Participants. With respect to persons
who had become "Participants" in the Charter Bancshares
Plan by June 30, 1996:
Covered Employee on July 1, 1996. If the person is a
Covered Employee on July 1, 1996, the person shall
become a Participant on that date.
Non-Covered Employee or Former Employee on July 1,
1996. If the person is not a Covered Employee on July
1, 1996 but one or more Accounts are established for
the person pursuant to Section 16.26(b)(1) of the
Plan because of the person's Charter Bancshares Plan
participation, the person shall become a Participant
on that date for purposes of the investment,
administration and distribution of the Account(s) in
accordance with the provisions of the Plan, but the
person shall not be entitled to otherwise participate
in the Plan unless and until the person subsequently
becomes a Covered Employee.
Other situations. In any other case, the person shall
become a Participant if and when the person becomes a
Covered Employee after July 1, 1996.
(ii) Other Employees. With respect to persons who
had not become "Participants" in the Charter Bancshares Plan
by June 30, 1996:
Eligible Covered Employee on January 1, 1996. If the
person is a Covered Employee on July 1, 1996 and
would have commenced participation in the Charter
Bancshares Plan on July 1, 1996 had it not merged
into the Plan, the person shall become a Participant
on July 1, 1996.
Other situations. Otherwise, the person shall become
a Participant when and as provided in Section 3.2(c)
of the Plan. For purposes of Section 3.2(c), the
person's Periods of Service and Qualifying Periods of
Severance shall include (without duplication) the
following:
<PAGE>
The person shall be credited with Months of
Service for time prior to the Charter
Bancshares Acquisition Date determined as if
the participating employers in the Charter
Bancshares Plan and their affiliates and
predecessor companies had been Participating
Employers in the Plan.
The person shall be credited with twelve
(12) Months of Service for each completed
"Year of Service" for eligibility purposes
under the Charter Bancshares Plan that the
person had as of June 30, 1996. (See Section
2.02 of the Charter Bancshares Plan.)
If the person had in progress on June 30,
1996 a 12-month computation period that
would be a "Year of Service" for eligibility
purposes under the Charter Bancshares Plan
if the person completed 1,000 Hours of
Service within it, the person shall be
credited with twelve (12) Months of Service
upon the completion of such computation
period if the person had completed 1,000
"Hours of Service" under the Charter
Bancshares Plan during the portion of the
computation period that had elapsed by June
30, 1996.
(d) Vesting in Former Charter Bancshares Plan Accounts;
Vesting Service.
(1) Former Charter Bancshares Plan Accounts. A Participant's
Former Charter Bancshares Plan Accounts shall be fully Vested and
nonforfeitable.
(2) Determination of Vesting Service. For purposes of
determining the Vesting Service of a Participant who had "Hours of
Service" under the Charter Bancshares Plan before July 1, 1996 for
employment with any participating employer in the Charter Bancshares
Plan, the person's Vesting Service shall be determined under the
applicable provisions of the Plan other than this Section 16.26(d),
except that the person shall be credited with Months of Service for
time prior to the Charter Bancshares Acquisition Date determined as if
the participating employers in the Charter Bancshares Plan and their
affiliates and predecessor companies had been Participating Employers
in the Plan.
(e) Distribution of Accounts.
(1) General. While a Participant is in Service, Distributions
to the Participant from the Participant's Former Charter Bancshares
Plan Accounts shall
<PAGE>
be determined, to the extent required by the Act and the Code,
as if the Charter Bancshares Plan had remained in effect.
Following separation from Service of a Participant who has any
Former Charter Bancshares Plan Accounts, Distributions from the
Participant's Accounts (including Accounts that are not Former Charter
Bancshares Plan Accounts) shall be made either (i) when and as provided
in Section 7.3 and 7.4 of the Plan or (ii) if the total Vested interest
in the Participant's Accounts at the time of Distribution exceeds three
thousand five hundred dollars ($3,500), as provided by Article XVIII of
the Plan. The Committee shall establish the procedures by which
Participants and Beneficiaries may make their related payment
elections.
(2) Benefit Payments in Progress. The merger of the Charter
Bancshares Plan into the Plan shall not revoke or suspend any Charter
Bancshares Plan methods of payment elected before or in progress on
July 1, 1996, and any method of payment in progress under the Charter
Bancshares Plan on July 1, 1996 with respect to a Participant's
accounts thereunder shall continue in effect with respect to the
Participant's interest under the Plan in such accounts.
(f) Beneficiary Designations. Any Participant's written
beneficiary designation in effect under the Charter Bancshares Plan
with respect to the Participant's accounts thereunder shall not be
revoked by reason of the merger of the Charter Bancshares Plan into the
Plan. Such designation shall be effective under the Plan from and after
July 1, 1996 as designating the Beneficiary of all of the Participant's
Accounts, including any resulting Former Charter Bancshares Plan
Accounts, unless the Participant revokes or changes the designation or
the designation otherwise becomes ineffective, in accordance with the
terms and provisions of the Plan. (For example, the designation is
superseded by a beneficiary designation made by the Participant at the
time that the Participant enrolls in the Plan.)
SECTION 16.27. MERGER OF THE CHATTAHOOCHEE BANCORP PLAN
(a) Merger of the Chattahoochee Bancorp Plan. Bank South
Corporation ("Bank South"), which was acquired by NationsBank on
January 9, 1996 (see Section 16.23 of the Plan), acquired Chattahoochee
Bancorp, Inc., the sponsor of the Chattahoochee Bancorp, Inc. 401(k)
and Employee Stock Ownership Plan ("the Chattahoochee Bancorp Plan") on
March 15, 1994. In connection with that acquisition, all participant
accounts in the Chattahoochee Bancorp Plan became fully vested,
contributions to the Chattahoochee Bancorp Plan ceased, and the assets
of the Chattahoochee Bancorp Plan attributable to its
<PAGE>
"employee stock ownership plan" feature were transferred to a
separate plan.
The Chattahoochee Bancorp Plan shall merge with and into the
Plan effective as of the close of business on June 30, 1996. In
connection therewith and effective as of that time, (i) the Trust under
the Chattahoochee Bancorp Plan shall merge with and into the Investment
Trust for the Plan and (ii) the assets of the Trust under the
Chattahoochee Bancorp Plan shall become assets of the Plan. The
Committee shall have the duty and authority to direct the Investment
Trustee with respect to the merger and consolidation of the assets of
the various investment funds maintained under the Trust of the
Chattahoochee Bancorp Plan on June 30, 1996 with and into the Funds
being maintained by the Investment Trustee under the Investment Trust
on or after July 1, 1996 pursuant to Article XII of the Plan.
The suspense account being maintained under the Chattahoochee
Bancorp Plan on June 30, 1996 for Code Section 415 annual additions
shall be applied to reduce employer contributions to the Plan as soon
as practical pursuant to Section 5.5(b) of the Plan.
(b) Accounts Related to Participation in the
Chattahoochee Bancorp Plan.
(1) Establishment of Accounts. Effective as of July 1, 1996,
the accounts being maintained for participants in the Chattahoochee
Bancorp Plan on June 30, 1996 shall be combined with other accounts, or
maintained as separate accounts, under the Plan as follows:
(i) Accounts for Elective Deferrals. The account
maintained under the Chattahoochee Bancorp Plan for a
Participant who participated in the Chattahoochee Bancorp Plan
representing the Participant's interest in the Participant's
"Elective Deferrals" thereunder shall become the Participant's
Pre-Tax Employee Contribution Account under the Plan (or shall
be added to the person's existing Pre-Tax Employee
Contribution Account if the person has participated in the
Plan).
(ii) Creation of Former Chattahoochee Bancorp Plan
Accounts. An Account shall be established under the Plan for
each of the accounts maintained under the Chattahoochee
Bancorp Plan for a Participant who participated in the
Chattahoochee Bancorp Plan other than the account described
immediately above. These Accounts are referred to in the Plan
as "Former Chattahoochee Bancorp Plan Accounts." The Committee
shall cause to be maintained such sub-accounts as are
necessary to limit or restrict in-Service distributions as
required by the Code.
<PAGE>
The Committee may from time to time after July 1, 1996 combine a
Participant's Former Chattahoochee Bancorp Plan Accounts with one
another or with other Accounts of the Participant to the extent that
the Committee determines that the combination of Accounts is
administratively feasible and permitted by the Act and the Code.
(2) Investment of Accounts. The Accounts representing a
Participant's interest in the Chattahoochee Bancorp Plan shall be held
and invested from time to time in the Funds in accordance with
Participant investment designations pursuant to Section 12.5 of the
Plan.
(c) Active Participation in the Plan. Each person for whom one
or more Accounts are established for the person pursuant to Section
16.27(b)(1) of the Plan because of the person's Chattahoochee Bancorp
Plan participation, the person shall become a Participant on that date
for purposes of the investment, administration and distribution of the
Account(s) in accordance with the provisions of the Plan. The person,
however, shall not be entitled to otherwise participate in the Plan
except to the extent (if any) provided by the applicable provisions of
the Plan other than this Section 16.27.
(d) Vesting in Former Chattahoochee Bancorp Plan Accounts. A
Participant's Former Chattahoochee Bancorp Plan Accounts shall be fully
Vested and nonforfeitable.
(e) Distribution of Accounts. While a Participant is in
Service, Distributions to the Participant from the Participant's Former
Chattahoochee Bancorp Plan Accounts shall be determined, to the extent
required by the Act and the Code, as if the Chattahoochee Bancorp Plan
had remained in effect.
Following separation from Service of a Participant who has any
Former Chattahoochee Bancorp Plan Accounts, Distributions from the
Participant's Accounts (including Accounts that are not Former
Chattahoochee Bancorp Plan Accounts) shall be made when and as provided
in Section 7.3 and 7.4 of the Plan. The Committee shall establish the
procedures by which Participants and Beneficiaries may make their
related payment elections.
(f) Beneficiary Designations. Any Participant's written
beneficiary designation in effect under the Chattahoochee Bancorp Plan
with respect to the Participant's accounts thereunder shall not be
revoked by reason of the merger of the Chattahoochee Bancorp Plan into
the Plan. Such designation shall be effective under the Plan from and
after July 1, 1996 as designating the
<PAGE>
Beneficiary of all of the Participant's Accounts, including any
resulting Former Chattahoochee Bancorp Plan Accounts, unless the
Participant revokes or changes the designation or the designation
otherwise becomes ineffective, in accordance with the terms and
provisions of the Plan. (For example, the designation is superseded by
a beneficiary designation made by the Participant at the time that the
Participant enrolls in the Plan.)"
2. The following Section 16.28 is added to the Plan effective as of
July 1, 1996:
"SECTION 16.28. CERTAIN FORMER EMPLOYEES OF COMMERCE FINANCE.
Pursuant to an Agreement of Purchase and Sale dated May 10, 1996,
NationsCredit Financial Services Corporation, which is a Participating
Employer ("NationsCredit"), acquired certain branch offices of Commerce
Financial Company ("Commerce Finance") on July 1, 1996. In connection
therewith, certain employees of Commerce Finance were offered
employment with, and became employees of, NationsCredit at the time of
the acquisition ("Transferred Commerce Finance Employees"). For
purposes of (i) determining when a Transferred Commerce Finance
Employee becomes a Participant in the Plan (after becoming a Covered
Employee of NationsCredit) and (ii) determining the Transferred
Commerce Financial Employee's Vesting Service, the Transferred Commerce
Financial Employee will be credited (without duplication) with Months
of Service for time prior to July 1, 1996 determined as if Commerce
Finance and its affiliates and their predecessor companies had been
Participating Employers in the Plan."
3. The following Section 16.29 is added to the Plan effective
as of August 30, 1996:
"SECTION 16.29. CERTAIN FORMER EMPLOYEES OF BLUEBONNET
SAVINGS BANK. Pursuant to a Purchase of Assets and Liability Assumption
Agreement dated April 24, 1996, NationsBank of Texas, N.A., which is a
Participating Employer ("NationsBank-Texas"), acquired certain branch
offices of Bluebonnet Savings Bank FSB ("Bluebonnet Savings Bank") on
August 30, 1996. In connection therewith, certain employees of
Bluebonnet Savings Plan were offered employment with, and became
employees of, NationsBank-Texas at the time of the acquisition
("Transferred Bluebonnet Employees"). For purposes of (i) determining
when a Transferred Bluebonnet Employee becomes a Participant in the
Plan (after becoming a Covered Employee of NationsBank-Texas) and (ii)
determining the Transferred Bluebonnet Employee's Vesting Service, the
Transferred Bluebonnet Employee will be credited (without duplication)
with Months of Service for time prior to August 30, 1996 determined as
if Bluebonnet Savings Bank and its affiliates and their
<PAGE>
predecessor companies had been Participating Employers in the
Plan."
IN WITNESS WHEREOF, NationsBank 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: /s/Ann P. West
Name: Ann P. West
Title: Vice President
<PAGE>
SEVENTH AMENDMENT TO
THE NATIONSBANK RETIREMENT SAVINGS PLAN
(as restated effective January 1, 1993)
THIS INSTRUMENT is executed as of the 1st day of October, 1996 by
NATIONSBANK CORPORATION, a North Carolina corporation with its principal office
and place of business in Charlotte, North Carolina, hereinafter referred to as
"NationsBank";
Statement of Purpose
The NationsBank Retirement Savings Plan (the "Plan") was amended and
restated effective January 1, 1993 by Instrument dated December 31, 1992 and
further amended by Instruments dated December 31, 1993, December 31, 1994,
August 1, 1995, December 31, 1995, January 1, 1996 and June 30, 1996. By this
Instrument, NationsBank is amending the Plan to modify the payment procedures
following a participant's separation from service. These amendments have been
authorized by the Compensation Committee of the Board of Directors of
NationsBank, which Compensation Committee has the authority to amend the Plan on
behalf of all Participating Employers.
NOW, THEREFORE, for the purposes aforesaid, the Plan, as set forth in
said Instrument dated December 31, 1992, as subsequently amended, is amended as
follows:
1. The following subparagraph (d) is added to the end of Section
6.1 of the Plan effective as of October 1, 1996:
"(d) Coordination With Distributions Following Separation From
Service. Section 7.3(a) of the Plan provides that a Distribution to a
Participant following the Participant's separation from Service shall
be made based on the Vested balance in the Participant's Accounts
determined as of the Valuation Date at the end of the Valuation Period
immediately preceding the Valuation Period in which the Participant
separates from Service (or, if applicable, the Valuation Date at the
end of the Valuation Period immediately preceding the Valuation Period
in which the Participant consents to the Distribution) (the
"Distribution Valuation Date"). In order to make the Distribution as
soon as administratively practicable after the Distribution Valuation
Date, (i) no Adjustment shall be made with respect to the Participant's
Accounts for any Valuation Period beginning after the Distribution
Valuation Date, and (ii) no additional shares of NationsBank Employer
Stock shall be credited to the Participant's Accounts with respect to
any
<PAGE>
cash dividends declared or paid after the Distribution Valuation
Date on shares of NationsBank Employer Stock invested in the
Participant's Accounts."
2. Section 7.3(a) of the Plan is amended effective as of October 1,
1996 to read as follows:
" (a) Distributions to Participants. Following a Participant's
separation from Service, Distribution of the Vested shares of
NationsBank Employer Stock and all other Vested amounts credited to the
Participant's Accounts as of the Valuation Date at the end of the
Valuation Period immediately preceding the Valuation Period in which
the Participant's separation from Service occurs shall be made as soon
as practicable following such Valuation Date. If the Participant's
total Vested interest in the Plan at the time of Distribution exceeds
three thousand five hundred dollars ($3,500), however, Distribution to
the Participant may not be made without the Participant's consent
before the date on which the Participant attains seventy and one-half
(70-1/2) years of age. (See Section 7.1(b) of the Plan.) A Participant
whose Distribution is deferred pursuant to the provisions of the
preceding sentence and who has not returned to Service may elect to
receive Distribution as soon as practicable following the end of any
Valuation Period that immediately precedes the Valuation Period during
which the Participant provides written notice to the Committee to that
effect in accordance with procedures prescribed by the Committee.
Distribution during the lifetime of a Participant shall be made only to
or for the benefit of the Participant."
3. Except as expressly or by necessary implication amended hereby, the
Plan shall continue in full force and effect.
IN WITNESS WHEREOF, NationsBank 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.
<PAGE>
NATIONSBANK CORPORATION
By: /s/C. J. Cooley
C. J. Cooley, Executive
Vice President
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<DESCRIPTION>EXHIBIT 10(G)
<TEXT>
AMENDMENT TO THE
NATIONSBANK CORPORATION AND DESIGNATED SUBSIDIARIES
DIRECTORS' RETIREMENT PLAN
WHEREAS, NationsBank Corporation ("NationsBank") sponsors the
NationsBank Corporation and Designated Subsidiaries Directors' Retirement Plan
(the "Plan") for the benefit of non-employee directors of NationsBank and
certain participating subsidiaries (collectively, the "Participating
Employers"); and
WHEREAS, NationsBank is establishing the NationsBank Corporation
Directors' Stock Plan (the "Stock Plan"); and
WHEREAS, the Participating Employers desire to amend the Plan to
provide that (i) current and future directors of NationsBank shall not
participate in the Plan and (ii) current directors of NationsBank shall have
benefits accrued under the Plan calculated and paid as of April 24, 1996 in a
combination of cash and shares of NationsBank common stock to be issued under
the Stock Plan, all as more specifically set forth herein; and
WHEREAS, such amendment to the Plan has been authorized and approved by
the Board of Directors of NationsBank pursuant to Article IV of the Plan;
NOW, THEREFORE, NationsBank does hereby declare that the Plan is hereby
amended effective as of the date hereof as follows:
1. The following Section 5.5 is added to the end of Article V of
the Plan:
"Section 5.5. Termination of Participation for Certain
NationsBank Corporation Directors. A person who serves as a Director of
NationsBank Corporation at any time after April 24, 1996 (the
"Determination Date") shall not be paid any benefit under the Plan
attributable to such person's service as a Director of NationsBank
Corporation except as otherwise provided by this Section 5.5. The
provisions of this Section 5.5 shall not affect the amount of benefits,
the timing of the payment of such benefits or the method of payment of
such benefits under the Plan for any person other than the Directors
described in the preceding sentence, including (i) Former Directors who
have ceased serving as Directors on or before the Determination Date
and (ii) Directors of Participating Employers other than NationsBank
Corporation. For any person serving as a Director of NationsBank
Corporation immediately following the Determination Date (other than
any person who was first elected as a director on the Determination
Date) (each an "Affected Director"), NationsBank Corporation shall
calculate the present value of such
<PAGE>
Affected Director's benefits earned under Article II of the Plan as of
the Determination Date using for such purpose the methodology set forth
on Exhibit I attached hereto. As soon as practicable after the
Determination Date, each Affected Director shall be paid such present
value as follows: fifty percent (50%) of such amount shall be paid in
cash and fifty percent (50%) shall be paid in shares of common stock of
NationsBank Corporation issued under, and in accordance with, the
NationsBank Corporation Directors' Stock Plan."
2. The amendment set forth in paragraph 1 above is contingent on the
approval of the NationsBank Corporation Directors' Stock Plan by the
shareholders of the Corporation at the 1996 annual shareholders' meeting. If
such plan is not so approved by the shareholders, the amendment set forth herein
shall be null and void.
3. Except as expressly or by necessary implication amended
hereby, the Plan shall continue in full force and effect.
IN WITNESS WHEREOF, NationsBank, on behalf of the Participating
Employers, has caused this instrument to be executed by its duly authorized
officer as of the 24th day of April, 1996.
NATIONSBANK CORPORATION
By: /s/C. J. Cooley
C. J. Cooley
Executive Vice President
"NationsBank"
<PAGE>
EXHIBIT I
METHODOLOGY FOR DETERMINING THE PRESENT VALUE
OF ACCRUED BENEFITS FOR ACTIVE NONEMPLOYEE DIRECTORS OF
NATIONSBANK CORPORATION IN THE DIRECTORS' RETIREMENT PLAN
I. Establish the Participant's annual retirement benefit based on an
annual retainer amount of $36,000, and the maximum period the benefit
would have been paid (the lesser of 10 years or the number of completed
years of service as a Director as of the Determination Date).
II. Establish the Participant's Assumed Benefit Commencement Date as
the last day of the quarter in which the last of the following dates
occurs:
A. The date the Participant attains age 65,
B. The fifth anniversary of the Participant's date of election
to the Board, or
C. The Determination Date (April 24, 1996).
III. Determine the Present Value of Accrued Benefits as of the
Determination Date. For purposes of this determination an interest
rate of 7.50% compounded annually and the 1983 Group Annuity
Mortality Table shall be used.
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<DESCRIPTION>EXHIBIT 10(K)
<TEXT>
EIGHTH AMENDMENT TO
THE NATIONSBANK PENSION PLAN
THIS AGREEMENT is made and entered into as of the 31st day of December,
1995 by and between NATIONSBANK CORPORATION, a North Carolina corporation
("NationsBank"), and NATIONSBANK, N.A., a national banking association (the
"Trustee").
W I T N E S S E T H:
WHEREAS, NationsBank and certain of its subsidiary corporations
(collectively with NationsBank, the "Participating Employers") maintain The
NationsBank Pension Plan (the "Plan"); and
WHEREAS, NationsBank desires to amend the Plan to (i) modify the
definition of "Compensation" to include a portion of commissions paid to
Participants who are compensated through commission arrangements, (ii) modify
the application of the Plan to Participants who remain employed with the
Participating Employers in a "benefits-eligible" position after age sixty-five
(65) or who retire and commence receiving benefits under the Plan and are
subsequently rehired by the Participating Employers in a "benefits-eligible"
position, (iii) reflect certain business acquisitions of the Participating
Employers and the merger of a pension plan into the Plan as a result of one of
those acquisitions and (iv) add special provisions for the benefit of certain
employees of the Participating Employers who separate from service with the
Participating Employers as a result of certain business dispositions; and
WHEREAS, in Section 11.1 of the Plan, the Participating Employers
reserved the right to amend the Plan at any time, in whole or in part, and have
delegated to the Compensation Committee of the Board of Directors of NationsBank
the right to make the amendments set forth below on behalf of all Participating
Employers; and
WHEREAS, the amendments set forth below have been authorized and
approved by the Compensation Committee;
NOW, THEREFORE, in consideration of the premises and the mutual
ovenants herein contained, NationsBank and the Trustee hereby agree as
follows:
<PAGE>
1. Section 2.1(c)(14) of the Plan is amended effective as of
January 1, 1996 to read as follows:
"(14) Compensation of a Participant means the base salary or
base wages payable by the Participating Employers to the Participant
for employment with the Participating Employers prior to (i) any salary
or wage reduction pursuant to Article IV of the Savings Plan or (ii)
any salary or wage reduction pursuant to the Group Benefits Plan.
Compensation shall not include:
(A) any bonuses (contractual, discretionary or
otherwise), awards, overtime pay, shift premium, incentive
compensation of any kind whatsoever, or other extra or special
remuneration of any kind, except to the extent otherwise
provided in the last paragraph of this Section 2.1(c)(14);
(B) any deferred compensation pursuant to the Plan or
any other agreement or arrangement between a Participating
Employer and the Participant, including any deferrals of base
salary or wages pursuant to any nonqualified deferred
compensation plan;
(C) any sums paid by a Participating Employer (i) on
account of any health, welfare or group insurance benefits
(exclusive of sick pay), including dependent care assistance,
or (ii) on account of reimbursement of relocation expenses,
regardless of whether such sums are taxable income to the
Participant; provided, however, this subparagraph (C) shall
not exclude from Compensation any sums paid by a Participating
Employer that are attributable to base salary or wage
reductions under the Group Benefits Plan;
(D) any severance, vacation or similar benefits paid
in a lump sum; or
(E) any compensation pursuant to any other employee
benefit plan, including without limitation, any sums elected
to be received in cash pursuant to any such plan.
For periods during which a Participant is on a leave of absence and
deemed to have Hours of Service during such absence as provided in
Section 2.1(c)(29)(E), Compensation shall mean the base salary or base
wages which would have been paid by the Participating Employers to the
Participant during such absence assuming the base salary or base wages
paid by the Participating Employers to the Par-
<PAGE>
ticipant had continued during such absence at the monthly rate in
effect when such absence commenced.
Notwithstanding subparagraph (A) above, a Participant's
Compensation shall include, in addition to base salary or wages, fifty
percent (50%) of the commissions payable to the Participant if:
(X) the Participant's remuneration from the
Participating Employers is based solely on commissions earned
by the Participant and the Participant's base salary is
deducted from the commissions earned by and payable to the
Participant;
(Y) the Participant is employed in a position which
directly supervises Participant(s) described in subparagraph
(X) above and some or all of the Participant's remuneration
from the Participating Employers is based on override
commissions from the production of the supervised
Participant(s); or
(Z) the Participant is employed in a position which
directly supervises Participant(s) described in subparagraph
(X) above and some or all of the Participant's remuneration
from the Participating Employers is based on commissions
resulting from the Participant's personal production."
2. The following Section 5.1(e) is added to the end of Section 5.1 of
the Plan effective as of January 1, 1995:
"(e) Special Retirement Benefit for Retirement After Age 65.
Notwithstanding the foregoing provisions of this Section 5.1, in the
event a Participant retires after the Participant's Normal Retirement
Date, the amount of the Participant's retirement income payable under
the Plan shall be the greater of Amount A or Amount B, where:
Amount A is the amount of the Participant's retirement income
determined under the Plan without regard to this Section
5.1(e), and
Amount B is the amount of the Participant's accrued retirement
income under the Plan as of the Participant's Normal
Retirement Date actuarially increased to the date of the
Participant's actual retirement, using for such purpose the
following actuarial assumptions:
Mortality: A unisex rate that is fifty percent (50%)
male, fifty percent (50%) female, taken from the 1971
Group Annuity Mortality Table.
<PAGE>
Interest: Five percent (5%)."
3. Section 5.8 of the Plan is deleted in its entirety, and Sections 5.9
and 5.10 of the Plan and all references in the Plan to said Section 5.9 and 5.10
are redesignated as Sections 5.8 and 5.9, respectively, all effective as of
January 1, 1995.
4. Section 6.3(a) and Section 6.3(b) of the Plan are amended effective
as of January 1, 1995 to read as follows:
"(a) Prior to Normal Retirement Date. No Participant, regardless
of the Participant's vesting status, shall receive a retirement income
payment for any month prior to the Participant's Normal Retirement Date
if, on the date during such month when the Participant's retirement
income payment would otherwise be made thereunder, the Participant is
in Service. However, any retirement income that has commenced to a
Participant who is not in Service shall not be stopped if the
Participant resumes Service and is regularly scheduled to work less
than forty (40) hours per week (as referred to in Section 6.3(b)
below), and Section 6.3(b)(5) below shall apply to such a Participant.
(b) On Or After Normal Retirement Date. No Participant, regardless
of the Participant's vesting status, may commence receiving retirement
income payments for any month following the Participant's Normal
Retirement Date if the Participant is in Service and regularly
scheduled to work at least twenty (20) hours per week. Provided,
however, the following conditions shall apply:
(1) Payments shall commence to a Participant whose
regularly scheduled hours of employment decrease after the
Participant's Normal Retirement Date from twenty (20) or more
per week to less than twenty (20) per week only if the
Participant so elects in writing under the Plan's regular
benefit election procedures.
(2) Any retirement income that has commenced to a
Participant not in Service shall be withheld only if the
Participant resumes Service and is regularly scheduled to work
at least forty (40) hours per week.
(3) No retirement income shall be withheld after the
Participant's required commencement date under Section 5.1(c).
(4) The amount of retirement income to be withheld
any month shall be equal to the amount otherwise payable for
such month.
<PAGE>
(5) The following provisions apply to the
Participants described below who die while in Service prior to
the required commencement date of their retirement income
under Section 5.1(c). If at the time of such Participant's
death the Participant's retirement income is being withheld
under this Section 6.3 because (i) the Participant has resumed
Service and the Participant's regularly scheduled hours of
employment following such resumption of Service equal or
exceed forty (40) hours per week or (ii) the Participant has
continued Service following the Participant's Normal
Retirement Date and the Participant's regularly scheduled
hours of employment have remained at least twenty (20) hours
per week, the Participant shall be covered by the death
benefit provisions of Section 6.2. If at the time of the
Participant's death the Participant's retirement income is
being paid to the Participant because (i) the Participant has
resumed Service and the Participant's regularly scheduled
hours of employment following such resumption of Service do
not equal or exceed forty (40) hours per week or (ii) the
Participant has continued Service following the Participant's
Normal Retirement Date but the Participant's regularly
scheduled hours of employment decreased to less than twenty
(20) hours per week, the Participant shall be covered by the
death benefit provisions of Section 6.2 only with respect to
any additional retirement income the Participant has accrued
over and above the retirement income that was being paid to
the Participant at the time of the Participant's death, and
the only death benefit, if any, payable with respect to the
retirement income being paid to the Participant at the time of
the Participant's death shall be according to the form of
payment applicable to such retirement income."
5. Section 6.4 of the Plan is amended effective as of January 1, 1995
to read as follows:
"SECTION 6.4. BENEFIT ACCRUAL AFTER CERTAIN PERIODS OF
INTERRUPTED SERVICE OR AFTER CERTAIN COMMENCEMENTS OF RETIREMENT
INCOME.
(a) After Certain Interruptions of Service. If a Participant's
Service is interrupted and then recommenced, and either such
interruption did not result in benefit payments being made to the
Participant or, even if payments were so made, such Participant was
reemployed at a regularly scheduled rate of forty (40) or more hours
per week (as referred to in Section 6.3), then any retirement income
subsequently payable to the Participant shall be calculated by
combining Benefit Service and Compensation as described in the next
sentence. Benefit Service credited and Compensation earned by the
Participant prior to such interruption shall be combined with any
Benefit Service credited and Compensation earned after such
interruption, subject, however, to the exclusion of any such Benefit
Service or Compensation under other provisions of the Plan. Any
<PAGE>
retirement income so calculated shall be appropriately reduced to
reflect any retirement income payments or lump sum payment (other than
Disability retirement income payments) previously received by the
Participant. In no event, however, shall the Participant's retirement
income be less than the sum of (i) the amount of retirement income
previously being paid to the Participant, actuarially increased in
accordance with Section 5.1(e) if the Participant's retirement income
is being recommenced after the Participant's Normal Retirement Date,
or, in the case of a Participant whose retirement income was not yet
being paid, the Participant's retirement income that would have
commenced at the Participant's Normal Retirement Date, reduced, if
applicable, for earlier commencement in accordance with Section
5.2(b)(1) and (ii) any additional retirement income accrued hereunder
by the Participant derived solely from the Benefit Service credited to
the Participant and Compensation earned by the Participant during the
Participant's period of recommenced Service.
If a Participant's Service is interrupted and then recommenced
and benefit payments to such Participant continue following such
resumption of Service because the Participant's regularly scheduled
hours of employment following such resumption of Service do not equal
or exceed forty (40) hours per week (as referred to in Section 6.3),
then any additional retirement income accrued hereunder by the
Participant shall be derived solely from the Participant's period of
recommenced Service.
(b) After Certain Commencements of Retirement Income. If a
Participant's retirement income commenced while the Participant
remained in Service after the Participant's Normal Retirement Date
because the Participant's regularly scheduled hours of employment
decreased to below the twenty (20) hour per week level (as referred to
in Section 6.3), then any additional retirement income accrued by the
Participant shall be derived solely from the Participant's period of
Service that began when the Participant's Service decreased below that
level."
6. The following new Sections 15.14 and 15.15 are added to the end of
Article XV of the Plan effective as of January 1, 1995:
"SECTION 15.14. DIVESTITURES.
(a) General. From time to time, certain banking centers and
other business units of the Participating Employers are sold to
unrelated third parties, and as a result certain Participants employed
at such banking centers and other business units (the "Affected
Participants") terminate their employment with the Participating
Employers. Schedule 15.14 attached to the Plan lists (i) the banking
centers and other business units that have been sold which are subject
to this Section, (ii) the names of the various purchasers and (iii) the
effective dates of such sales. Schedule 15.14 shall be updated from
time to time by the Participating Employers to reflect additional sales
that are subject to this Section. The provisions of this Section shall
be effective with respect to a particular group
<PAGE>
of Affected Participants as of the applicable effective date set forth
on Schedule 15.14 (a "Termination Date").
(b) Vesting of Affected Participants. The accrued retirement
income under the Plan of an Affected Participant shall be fully vested
and nonforfeitable as of the Termination Date applicable to such
Affected Participant.
(c) Separation from Service. For purposes of determining an
Affected Participant's accrued retirement income under the Plan, such
Affected Participant shall be deemed to have separated from Service as
of the Termination Date applicable to such Affected Participant.
(d) Provisions Controlling. Notwithstanding any provisions of
the Plan to the contrary, the provisions of this Section 15.14 shall
control with respect to the Affected Participants.
SECTION 15.15. ACQUISITIONS.
(a) General. From time to time the Participating Employers
acquire certain businesses, and as a result certain of the employees of
such acquired businesses become Covered Employees of the Participating
Employers (the "Acquired Employees"). Schedule 15.15 attached to the
Plan lists (i) the acquired businesses which are subject to this
Section and (ii) the effective dates of such acquisitions. Schedule
15.15 shall be updated from time to time by the Participating Employers
to reflect additional acquisitions that are subject to this Section.
The provisions of this Section shall be effective with respect to a
particular group of Affected Participants as of the applicable
effective date set forth on Schedule 15.15 (an "Acquisition Date").
(b) Eligibility, Vesting and Benefit Service. Solely for
purposes of determining (i) whether an Acquired Employee has satisfied
the eligibility requirements of Article III, (ii) an Acquired
Employee's Vesting Service and (iii) to the extent specified in
Schedule 15.15, an Acquired Employee's Benefit Service, the Acquired
Employee's service with the acquired business prior to the applicable
Acquisition Date shall be treated as Service with the Participating
Employers.
(c) Provisions Controlling. Notwithstanding any provisions of
the Plan to the contrary, the provisions of this Section 15.15
shall control with respect to the Acquired Employees."
7. The following Section 15.16 is added to the end of Article XV of
the Plan effective as of February 1, 1996:
"SECTION 15.16. MERGER OF THE BANK SOUTH PLAN.
<PAGE>
(a) General. Bank South Corporation sponsored the Bank South
Corporation Employees' Retirement Plan and Trust (the "Bank South
Plan"), a tax-qualified defined benefit plan. Bank South Corporation
was acquired by NationsBank Corporation. In connection therewith, the
Bank South Plan is merged with and into the Plan effective as of
February 1, 1996 (the "Bank South Plan Merger Date"). As part of said
plan merger, on the Bank South Plan Merger Date the trust maintained
under the Bank South Plan shall become a part of the Trust maintained
under this Plan, and the assets of the Bank South Plan shall thereupon
become assets of this Plan. As of the Bank South Plan Merger Date, the
Plan shall be the successor in interest to, and shall have assumed all
the liabilities of, the Bank South Plan.
(b) Benefits. For a Participant who was a participant in the
Bank South Plan immediately prior to the Bank South Plan Merger Date,
such Participant's benefits under the Plan shall equal the sum of
Amount A and Amount B, where:
Amount A is the Participant's "Accrued Benefit" under and as
defined in the Bank South Plan (which includes such
Participant's "Final Average Earnings Benefit" and "Cash
Balance Benefit" under the Bank South Plan) determined
immediately prior to the Bank South Plan Merger Date, and
Amount B is the Participant's benefits determined under the
applicable provisions of the Plan without regard to any
Service for periods prior to the Bank South Plan Merger Date.
(c) Limited Effect of Plan Merger. To the extent required by
Section 204(g) of the Act and Section 411(d)(6) of the Code, no
"optional form of benefit" (within the meaning of the Act and the Code)
under the Bank South Plan shall be reduced or eliminated as a result of
the merger of the Bank South Plan into the Plan."
8. Schedules 15.14 and 15.15 attached hereto are hereby added to and
made a part of the Schedules to the Plan effective as of December 31, 1995.
9. Except as expressly or by necessary implication amended hereby, the
Plan shall continue in full force and effect.
<PAGE>
IN WITNESS WHEREOF, NationsBank Corporation, on behalf of the
Participating Employers, and the Trustee have caused this Agreement to be
executed by their respective duly authorized officers, all as of the day and
year first above written.
NATIONSBANK CORPORATION
By: /s/Ann P. West
Name: Ann P. West
Title: Vice President
NATIONSBANK, N.A.
By: /s/Ann-Louise Hyatt
Name: Ann-Louise Hyatt
Title: Vice President
<PAGE>
NINTH AMENDMENT TO
THE NATIONSBANK PENSION PLAN
THIS AGREEMENT is made and entered into as of the 26th day of June,
1996 by and between NATIONSBANK CORPORATION, a North Carolina corporation
("NationsBank"), and NATIONSBANK, N.A., a national banking association (the
"Trustee").
W I T N E S S E T H:
WHEREAS, NationsBank and certain of its subsidiary corporations
(collectively with NationsBank, the "Participating Employers") maintain The
NationsBank Pension Plan (the "Plan"); and
WHEREAS, NationsBank desires to amend the Plan to extend the transition
provisions in the Plan for the calculation of certain lump sum benefit payments
using the interest rate and mortality assumptions specified in Section 417(e)(3)
of the Internal Revenue Code of 1986, as amended by the Retirement Protection
Act of 1994; and
WHEREAS, in Section 11.1 of the Plan, the Participating Employers
reserved the right to amend the Plan at any time, in whole or in part, and have
delegated to the Compensation Committee of the Board of Directors of NationsBank
the right to make the amendments set forth below on behalf of all Participating
Employers; and
WHEREAS, the amendments set forth below have been authorized and
approved by the Compensation Committee;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, NationsBank and the Trustee hereby agree as follows:
1. The first paragraph immediately following subparagraph (B) of
Section 15.4(h)(2) of the Plan (as amended by the Third Amendment to the
Plan) is amended effective as of June 26, 1996 to read as follows:
"The single sum value of the benefit described in clauses (ii) and
(iii) of Subsection (A) above shall be calculated by applying the
actuarial assumptions specified in Section 5.5(d)(2)(B); provided,
however, in the event a Prior CVN Plan Participant is in Service on
December 31, 1994 and eligible as of December 31, 1994 for early
retirement under Section 5.2 and such Prior CVN Plan Participant
separates from Service before January 1, 1998, then such single sum
<PAGE>
value shall not be less than the single sum value of such benefit
calculated as of December 31, 1994 by applying the actuarial
assumptions specified in Section 5.5(d)(2)(A) as in effect on December
31, 1994."
2. Except as expressly or by necessary implication amended hereby,
the Plan shall continue in full force and effect.
IN WITNESS WHEREOF, NationsBank Corporation, on behalf of the
Participating Employers, and the Trustee have caused this Agreement to be
executed by their respective duly authorized officers, all as of the day and
year first above written.
NATIONSBANK CORPORATION
By: /s/C. J. Cooley
C. J. Cooley, Executive
Vice President
NATIONSBANK, N.A.
By: /s/David R. Lofland
Name: David R. Lofland
Title: Senior Vice President
<PAGE>
TENTH AMENDMENT TO
THE NATIONSBANK PENSION PLAN
THIS AGREEMENT is made and entered into as of the 2nd day of October,
1996 by and between NATIONSBANK CORPORATION, a North Carolina corporation
("NationsBank"), and NATIONSBANK, N.A., a national banking association (the
"Trustee").
Statement of Purpose
NationsBank sponsors The NationsBank Pension Plan (the "Plan"). A civil
action was filed in 1994 in the United States District Court for the Northern
District of Texas, Fort Worth Division, (Civil Action No. 4-94CV-104A) as a
class action entitled "Sam L. Gill, Jr. et al. v. NationsBank Corporation and
The NationsBank Pension Plan" relating to the First United Bancorporation
Pension Trust (the "FUBI Plan"), which was previously maintained by First United
Bancorporation, Inc. and certain of its subsidiaries. The FUBI Plan was merged
into the InterFirst Corporation Pension Plan (the "InterFirst Plan"), which was
sponsored by InterFirst Corporation. Subsequently, the InterFirst Plan was
merged into this Plan.
In connection with the settlement of all issues of the class action
lawsuit other than attorneys' fees, the Plan was amended by the Seventh
Amendment to the Plan to add Section 15.13 to the Plan regarding the "FUBI Plan
Special Benefit," which amendment was approved by the Court in connection with
the settlement and by the Internal Revenue Service pursuant to a determination
letter request. However, the attorneys' fee issue of the class action lawsuit
was not settled. Pursuant to an order of the Court regarding the attorneys' fee
issue, Section 15.13 of the Plan is required to be further amended as set forth
herein to provide that the FUBI Plan Special Benefit of an "Eligible Former FUBI
Plan Participant" be reduced by an "Attorneys' Fee Amount" in the event such
benefit becomes payable, which such amendment is authorized and permitted under
the terms of the Seventh Amendment to the Plan.
In Section 11.1 of the Plan the "Participating Employers" under the
Plan have reserved the right to amend the Plan at any time, in whole or in part,
and have delegated to the Compensation Committee of the Board of Directors of
NationsBank the right to make the amendments set forth below on behalf of all
Participating Employers. The undersigned has been
<PAGE>
authorized by the Compensation Committee to make the amendments set forth
below.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, NationsBank and the Trustee hereby agree as follows:
1. Section 15.13(c) of the Plan is hereby amended to read as
follows:
"(c) FUBI Plan Special Benefit Defined. The "FUBI Plan Special
Benefit" means, with respect to an Eligible Former FUBI Plan
Participant, the sum of (A) plus (B) plus (C), reduced by (D), where:
(A) is the "FUBI Portion" of such Eligible Former FUBI
Plan Participant's FUBI Plan Special Benefit (as
defined in subparagraph (d) below);
(B) is the "InterFirst Portion," if any, of such Eligible
Former FUBI Plan Participant's FUBI Plan Special
Benefit (as defined in subparagraph (e) below);
(C) is the "NationsBank Portion," if any, of such
Eligible Former FUBI Plan Participant's FUBI Plan
Special Benefit (as defined in subparagraph (f)
below); and
(D) is the "Attorneys' Fee Amount" of such Eligible
Former FUBI Plan Participant's FUBI Plan Special
Benefit (as defined in subparagraph (q) below).
The FUBI Portion of an Eligible Former FUBI Plan Participant's FUBI
Plan Special Benefit shall be subject to the FUBI Plan COLAs as
provided in subparagraph (k) below. For purposes of determining the
FUBI Plan Special Benefit for an Eligible Former FUBI Plan Participant,
both the FUBI Portion and the InterFirst Portion, if any, of such FUBI
Plan Special Benefit shall be converted to a single life annuity as
provided below. An Eligible Former FUBI Plan Participant's FUBI Plan
Special Benefit shall be stated as a monthly benefit and may be paid
pursuant to any optional form of benefit set forth in Section 5.4 which
such Participant elects (to the extent eligible) in accordance with the
terms and provisions of the Plan other than this Section 15.13;
provided, however, that the special provisions of subparagraph (r)
below shall apply in the case of lump sum payments."
2. The following Sections 15.13(q) and 15.13(r) are hereby
added to the Plan:
"(q) Attorneys' Fee Amount Defined. The Attorneys' Fee Amount
of the FUBI Plan Special Benefit of a particular Eligible Former FUBI
Plan
<PAGE>
Participant means the product of (i) 20.9172% times (ii) the
"Excess FUBI Plan Special Benefit" with respect to such Participant.
The "Excess FUBI Plan Special Benefit" with respect to an Eligible
Former FUBI Plan Participant means the excess, if any, of (x) such
Participant's FUBI Plan Special Benefit determined without reduction
for the Attorneys' Fee Amount over (y) the amount of such Participant's
monthly retirement income determined under the provisions of the Plan
without regard to this Section 15.13. The amount in (x) and the amount
in (y) shall each be appropriately adjusted in accordance with the
terms of the Plan in the event the Eligible Former FUBI Plan
Participant's monthly retirement income under the Plan is payable in an
optional form of payment or commences prior to the Participant's Normal
Retirement Date.
(r) Special Provisions Related to Lump Sum Payments. The
following provisions shall apply with respect to an Eligible Former
FUBI Plan Participant who is eligible to receive the Participant's
monthly retirement income under the Plan in the form of a lump sum
payment and the Participant in fact elects such method of payment:
(i) The amount of the lump sum payment determined as
of a given determination date shall equal the sum of (A) and
(B), reduced by (C), where:
(A) is an amount determined as of the
determination date equal to the
single sum value of the
Participant's monthly retirement
income under the Plan payable
through the Participant's "Crossover
Date" (as defined below);
(B) is an amount determined as of the
determination date equal to the
single sum value of the
Participant's FUBI Plan Special
Benefit payable from and after the
Participant's Crossover Date but
without regard to the Attorneys' Fee
Amount set forth in Section 15.13(q)
above; and
(C) is the Attorneys' Fee Amount with
respect to the lump sum payment
determined in accordance with
subparagraph (iv) below.
(ii) For purposes of this Section 15.13(r), the
"Crossover Date" determined as of a given determination date
with respect to an Eligible Former FUBI Plan Participant means
the first date, if any, on which the
<PAGE>
Participant's FUBI Plan Special Benefit is expected (based on
the assumptions set forth in subparagraph (iii) below) to
equal or exceed the Participant's monthly retirement income
under the Plan determined without regard to the provisions of
this Section 15.13.
(iii) The calculation of all single sum values under
this Section 15.13(r) shall be made using the actuarial
assumptions and methods in effect from time to time under the
Plan for determining lump sum payments. In addition, for
purposes of calculating the single sum value of an Eligible
Former FUBI Plan Participant's FUBI Plan Special Benefit
payable after the Participant's Crossover Date, as well as for
purposes of determining such Crossover Date, the FUBI Portion
of the Participant's FUBI Plan Special Benefit shall be
assumed to increase at an annual rate equal to the average
over the twenty (20) completed calendar year period
immediately preceding the determination date of the COLA
amounts determined in accordance with the provisions of
Section 15.13(k) above.
(iv) For purposes of this Section 15.13(r), the
Attorneys' Fee Amount with respect to an Eligible Former FUBI
Plan Participant's lump sum payment shall equal the product of
(A) and (B) where:
(A) is 20.9172%; and
(B) is the amount, if any, by which the
sum of (A) and (B) under
subparagraph (i) above exceeds the
single sum value of the
Participant's monthly retirement
income under the Plan determined
without regard to the provisions of
this Section 15.13, all determined
as of the applicable determination
date using the actuarial assumptions
set forth in subparagraph (iii)
above."
3. The effective date of the amendment set forth herein shall be July
5, 1995 (the effective date of the Seventh Amendment to the Plan), subject,
however, to the entering of a "Final Judgment as to Attorneys' Fees and
Expenses" which has become final and nonappealable. If such "Final Judgment as
to Attorneys' Fees and Expenses" is not entered or does not become final and
nonappealable, the amendment set forth herein shall be null and void.
4. Except as expressly or by necessary implication amended hereby, the
Plan shall continue in full force and effect.
<PAGE>
IN WITNESS WHEREOF, NationsBank Corporation, on behalf of the
Participating Employers, and the Trustee have caused this Agreement to be
executed by their respective duly authorized officers, all as of the day and
year first above written.
NATIONSBANK CORPORATION
By: /s/C. J. Cooley
C. J. Cooley, Executive
Vice President
"NationsBank"
NATIONSBANK, N.A.
By: /s/Anne-Louise Hyatt
Name: Ann-Louie Hyatt
Title: Vice President
"Trustee"
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<DESCRIPTION>EXHIBIT 10(P)
<TEXT>
THE NATIONSBANK RETIREMENT SAVINGS RESTORATION PLAN
(as amended and restated effective July 1, 1996)
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C>
ARTICLE I. DEFINITIONS............................................................................1
-----------
Section 1.1 Definitions............................................................................1
-----------
ARTICLE II. PLAN ADMINISTRATION....................................................................3
-------------------
Section 2.1 Restoration Plan Committee.............................................................3
--------------------------
ARTICLE III. DEFERRED COMPENSATION PROVISIONS.......................................................4
--------------------------------
Section 3.1 Employee Elections.....................................................................4
------------------
Section 3.2 Deferral Accounts......................................................................4
-----------------
Section 3.3 Matching Contribution Restoration Accounts.............................................5
------------------------------------------
Section 3.4 Account Adjustments....................................................................5
-------------------
Section 3.5 Account Payments.......................................................................6
----------------
Section 3.6 Withdrawals on Account of an Unforeseeable Emergency...................................9
----------------------------------------------------
ARTICLE IV. AMENDMENT AND TERMINATION.............................................................10
-------------------------
Section 4.1 Amendment and Termination.............................................................10
-------------------------
ARTICLE V. MISCELLANEOUS PROVISIONS..............................................................10
------------------------
Section 5.1 Nature of Plan and Rights.............................................................10
-------------------------
Section 5.2 Termination of Employment.............................................................11
-------------------------
Section 5.3 Spendthrift Provision.................................................................11
---------------------
Section 5.4 Employment Noncontractual.............................................................11
-------------------------
Section 5.5 Adoption by Other Participating Employers.............................................11
-----------------------------------------
Section 5.6 Applicable Law........................................................................11
--------------
Section 5.7 Merged Plans..........................................................................11
------------
</TABLE>
<PAGE>
THE NATIONSBANK RETIREMENT SAVINGS RESTORATION PLAN
(as amended and restated effective July 1, 1996)
THIS INSTRUMENT OF AMENDMENT AND RESTATEMENT is executed as of the 1st
day of July, 1996, by NATIONSBANK CORPORATION, a North Carolina Corporation
("NationsBank");
Statement of Purpose
NationsBank sponsors The NationsBank Retirement Savings Restoration
Plan (the "Restoration Plan"). The purpose of the Restoration Plan is to provide
benefits, on a non-qualified and unfunded basis, to certain employees whose
benefits under The NationsBank Retirement Savings Plan are adversely affected by
the limitations of Sections 401(a)(17), 401(k)(3), 401(m) and 402(g) of the
Internal Revenue Code.
By this Instrument, NationsBank is amending and restating the
Restoration Plan effective July 1, 1996 to (i) provide covered employees with a
choice in methods for determining the adjustment to Restoration Plan accounts
and (ii) modify the payment methods available under the Restoration Plan.
NOW, THEREFORE, for the purposes aforesaid, NationsBank hereby amends
and restates the Restoration Plan effective July 1, 1996 to consist of the
following Articles I through V:
ARTICLE I.
DEFINITIONS
Section 1.1 Definitions. Unless the context clearly indicates
otherwise, when used in the Restoration Plan:
(a) Account means, collectively, the Deferral Account and
Matching Contribution Restoration Account.
(b) Code means the Internal Revenue Code of 1986. References
to the Code shall include the valid and binding governmental
regulations, court decisions and other regulatory and judicial
authority issued or rendered thereunder.
(c) Code Limitations means any one or more of the limitations
and
<PAGE>
restrictions that Sections 401(a)(17), 401(k)(3), 401(m)
and 402(g) of the Code place on the Pre-Tax Employee
Contributions and Matching Contributions for a Covered
Employee under the Retirement Savings Plan. In addition, Code
Limitations also means and refers to any limitations on
contributions under the Retirement Savings Plan established by
the Retirement Savings Plan administrative committee with
respect to highly compensated participants.
(d) Covered Employee means an Employee eligible to participate
in the Retirement Savings Plan.
(e) Deferral Account means the account established and
maintained on the books of a Participating Employer to record
a Covered Employee's interest under the Restoration Plan
attributable to amounts credited to the Covered Employee
pursuant to Section 3.2 of the Restoration Plan.
(f) Employee means an individual employed by a Participating
Employer.
(g) Matching Contribution Restoration Account means the
account established and maintained on the books of a
Participating Employer to record a Covered Employee's interest
under the Restoration Plan attributable to amounts credited to
the Covered Employee pursuant to Section 3.3 of the
Restoration Plan. Prior to January 1, 1993, the Restoration
Plan referred to this account as the "Restoration Account."
(h) Mirror Rate Method means a method for determining the
adjustment to a Covered Employee's Account for a month such
that the level of investment return for the Account for such
month substantially equals the aggregate level of investment
return for such month of all of the Covered Employee's
accounts under the Retirement Savings Plan that are invested
in the Investment Trust under the Retirement Savings Plan
other than amounts mandatorily invested in the common stock of
NationsBank under the Investment Trust. For this purpose,
amounts shall be deemed to be mandatorily invested in the
common stock of NationsBank even if the Covered Employee is
eligible to make a diversification election under the
Retirement Savings Plan with respect to such common stock.
However, once such a diversification election is in fact made
by a Covered Employee, amounts transferred out of such
mandatorily invested account in accordance with such election
shall be included in determining the aggregate level of
investment return under the Mirror Rate Method for the Covered
Employee from and after the effective date of such election.
(i) Participating Employer means (i) NationsBank, (ii) each
other
<PAGE>
"Participating Employer" under (and as defined in) the
Retirement Savings Plan on the date hereof and (iii) any other
incorporated or unincorporated trade or business which may
hereafter adopt both the Retirement Savings Plan and the
Restoration Plan.
(j) Plan Year means the twelve-month period commencing
January 1 and ending the following December 31.
(k) Restoration Plan means this Plan: The NationsBank
Retirement Savings Restoration Plan as in effect from time to
time. Prior to January 1, 1993, the Restoration Plan was
named the "NationsBank Thrift Restoration Plan."
(l) Restoration Plan Committee means the committee designated
pursuant to Section 2.1 of the Restoration Plan.
(m) Retirement Savings Plan means The NationsBank Retirement
Savings Plan, as in effect from time to time. Prior to January
1, 1993, the Retirement Savings Plan was named the
"NationsBank Corporation and Designated Subsidiaries
Stock/Thrift Plan."
(n) 30-Year Treasury Rate Method means a method for
determining the adjustment to a Covered Employee's Account for
a month such that the level of investment return of the
Account for such month substantially equals the ask yield of
the most recent auction of 30-year Treasury bonds, as quoted
for the last business day of the immediately preceding
calendar month in the Wall Street Journal (Eastern Edition),
or if such quotations are not available in the Wall Street
Journal, in a similar financial publication selected by the
Restoration Plan Committee.
Any capitalized terms used in the Restoration Plan that are defined in the
documents comprising the Retirement Savings Plan have the meanings assigned to
them in the Retirement Savings Plan, unless such terms are otherwise defined
above in this Article or unless the context clearly indicates otherwise.
ARTICLE II.
PLAN ADMINISTRATION
Section 2.1 Restoration Plan Committee. The Restoration Plan shall be
administered by the Restoration Plan Committee, which shall have the same
membership as the committee from time to time acting as the "Committee" under
(and as defined in) the Retirement Savings Plan. The Restoration Plan Committee
shall be empowered to interpret the provisions of the
<PAGE>
Restoration Plan and to perform and exercise all of the duties and powers
granted to it under the terms of the Restoration Plan by action of a majority of
its members in office from time to time. The Restoration Plan Committee may
adopt such rules and regulations for the administration of the Restoration Plan
as are consistent with the terms hereof and shall keep adequate records of its
proceedings and acts. All interpretations and decisions made (both as to law and
fact) and other action taken by the Restoration Plan Committee with respect to
the Restoration Plan shall be conclusive and binding upon all parties having or
claiming to have an interest under the Restoration Plan. Not in limitation of
the foregoing, the Restoration Plan Committee shall have the discretion to
decide any factual or interpretative issues that may arise in connection with
its administration of the Restoration Plan (including without limitation any
determination as to claims for benefits hereunder), and the Restoration Plan
Committee's exercise of such discretion shall be conclusive and binding on all
affected parties as long as it is not arbitrary or capricious.
ARTICLE III.
DEFERRED COMPENSATION PROVISIONS
Section 3.1 Employee Elections. Prior to January 1 of a Plan Year, or
at such other times as may be established by the Restoration Plan Committee, a
Covered Employee who is expected to be a highly compensated employee within the
meaning of section 414(q) of the Code for the Plan Year of the Retirement
Savings Plan to which such election relates may elect to defer under the
Restoration Plan the portion of the Covered Employee's Pre-Tax Employee
Contributions otherwise permissible under the Retirement Savings Plan which
cannot be credited to the Covered Employee under the Retirement Savings Plan for
such Plan Year because of the Code Limitations. All elections made under this
Section 3.1 shall be made in writing on a form prescribed by and filed with the
Restoration Plan Committee and shall be irrevocable for such Plan Year. An
election by a Covered Employee under this Section 3.1 shall continue in effect
for all subsequent Plan Years (during which the Covered Employee is a highly
compensated employee) unless and until changed or terminated by the Covered
Employee in accordance with procedures established from time to time by the
Restoration Plan Committee. Any such change in or termination of an election
under this Section 3.1 shall be effective as of the January 1 of the next
succeeding Plan Year.
Section 3.2 Deferral Accounts. A Participating Employer shall establish
and maintain on its books a Deferral Account for each Covered Employee employed
by such Participating Employer who elects to defer the receipt of any amount
pursuant to Section 3.1 of the Restoration Plan. Such Deferral Account shall be
designated by the name of the Covered Employee for whom established. The amount
attributable to any Pre-Tax Employee Contribution for a particular pay period
during such Plan Year which cannot be credited to the Covered Employee under the
Retirement Savings Plan because of the Code Limitations, and which the Covered
Employee has elected to defer pursuant to Section 3.1 of the Restoration Plan,
shall be credited to such Deferral Account as of the last day of the calendar
month to which such contribution is related and actually withheld.
<PAGE>
Section 3.3 Matching Contribution Restoration Accounts. A Participating
Employer shall establish and maintain on its books a Matching Contribution
Restoration Account for each Covered Employee employed by such Participating
Employer whose Matching Contributions under the Retirement Savings Plan shall
have been limited, directly or indirectly, by the operation of the Code
Limitations. Such Matching Contribution Restoration Account shall be designated
by the name of the Covered Employee for whom established. If a Covered Employee
is a Participant Eligible for Matching Contributions for the Plan Year under the
Retirement Savings Plan, the Covered Employee's Matching Contribution
Restoration Account shall be credited as of the Valuation Date under the
Retirement Savings Plan that occurs on the last day of the Plan Year with an
amount equal to the sum of Amount A and Amount B, where:
Amount A is seventy-five percent (75%) of the sum of the portions (if
any) of the amounts credited to the Covered Employee's Deferral Account
for the Plan Year pursuant to Section 3.1 of the Restoration Plan that
would have been Matchable Pre-Tax Employee Contributions for the Plan
Year under the Retirement Savings Plan had such amounts been
contributed to the Retirement Savings Plan as Pre-Tax Employee
Contributions for the Covered Employee and the Code Limitations not
applied to the Retirement Savings Plan.
Amount B is seventy-five percent (75%) of the portion (if any) of the
actual Matchable Pre-Tax Employee Contributions made to the Retirement
Savings Plan for the Covered Employee for the Plan Year with respect to
which Matching Contribution allocations were not made under Section 5.2
of the Retirement Savings Plan or (if made) were forfeited under
Section 5.4 of the Retirement Savings Plan because of the Code
Limitations.
Section 3.4 Account Adjustments. Beginning July 1, 1996, each Account
shall be adjusted on a monthly basis pursuant to either the Mirror Rate Method
or the 30-Year Treasury Rate Method. Each Covered Employee with an Account shall
be given an opportunity to elect between the Mirror Rate Method and the 30-Year
Treasury Rate Method for such purpose. To be effective, such election must be
made at such times, on such forms and pursuant to such procedures as established
by the Restoration Plan Committee in its sole discretion from time to time. An
election once made shall remain in effect unless and until changed by the
Covered Employee in accordance with this Section 3.4. If a Covered Employee
fails to make an election under this Section 3.4, the method for making
adjustments to the Covered Employee's Account shall be the 30-Year Treasury Rate
Method. Prior to July 1, 1996, account adjustments were made in accordance with
the terms of the Restoration Plan as then in effect. If a Covered Employee has
elected the Mirror Rate Method, and subsequently the Covered Employee ceases to
have any account balances under the Retirement Savings Plan upon which the
Mirror Rate Method is based (e.g., as a result of an in-service withdrawal of
the Covered Employee's accounts under the Retirement Savings Plan after
attaining age 59 1/2), then the method for making adjustments to the Covered
Employee's Account shall automatically be changed to the
<PAGE>
30-Year Treasury Rate Method beginning effective with the calendar month in
which the Covered Employee ceases to have such Retirement Savings Plan account
balances.
Section 3.5 Account Payments.
(a) Payment Options.
(i) A Covered Employee who first elects to defer
amounts under this Article III after having attained age
fifty-four (54) shall, at the time of the Covered Employee's
initial deferral election, irrevocably elect one of the
payment options described in subparagraph (iii) below.
(ii) For a Covered Employee who first elects to defer
amounts under this Article III before having attained age
fifty-four (54), such Covered Employee shall, upon attainment
of age fifty-four (54), be given the opportunity to
irrevocably elect one of the payment options described in
subparagraph (iii) below.
(iii) The payment options from which a Covered
Employee may elect are as follows: (A) single cash payment,
(B) five (5) annual installments or (C) ten (10) annual
installments, as such methods are more fully described below.
(iv) Any election made under this Section 3.5(a)
shall be made on such form, at such time and pursuant to such
procedures as determined by the Restoration Plan Committee in
its sole discretion from time to time. An election made under
subparagraph (i) shall be effective upon the later of the date
of such election or the attainment of age fifty-five (55). An
election made under subparagraph (ii) shall not become
effective until the first anniversary of the date of such
election. In addition, the Committee may establish special
procedures for the first Plan Year in which this election
becomes available for Covered Employees who are age fifty-four
(54) and older, provided that any such election is not
effective for at least twelve (12) months from the date made.
(v) For a Covered Employee who does not yet have an
election in effect under this Section 3.5(a) or for a Covered
Employee who fails to elect a payment option under this
Section 3.5(a), the method of payment shall be the single cash
payment.
(b) Single Cash Payments. The following provisions shall
apply with respect to single cash payments under the Restoration Plan:
<PAGE>
(i) In the case of a Covered Employee whose
termination of employment with the Participating Employers
occurs before the Covered Employee attains age fifty-five
(55), then such Covered Employee's Account, to the extent
vested, shall be determined as of the last business day of the
calendar month immediately preceding such termination of
employment, and such final vested Account balance shall be
paid in a single cash payment to the Covered Employee (or to
the Covered Employees's "Beneficiary" as determined under the
Retirement Savings Plan in the case of the Covered Employee's
termination of employment as the result of the Covered
Employee's death) as soon as administratively practicable
after the date of such termination of employment.
(ii) In the case of a Covered Employee whose
termination of employment with the Participating Employers
occurs on or after the Covered Employee attains age fifty-five
(55) and whose vested Account balance is to be paid in a
single cash payment in accordance with Section 3.5(a), then
such Covered Employee's Account, to the extent vested, shall
continue to be credited with monthly adjustments under Section
3.4 through March 31 of the calendar year immediately
following the calendar year of such termination of employment,
except that the rate for such monthly adjustments for the
calendar month of such termination of employment through such
March 31 shall be the 30-year Treasury bond ask yield for the
last business day of the calendar month immediately preceding
such termination of employment (regardless of the method of
Account adjustment elected by the Covered Employee under
Section 3.4 above). The final vested Account balance as of
such March 31 shall be paid in a single cash payment to the
Covered Employee (or to the Covered Employees's "Beneficiary"
as determined under the Retirement Savings Plan in the case of
the Covered Employee's termination of employment as the result
of the Covered Employee's death) on or about such March 31.
(c) Annual Installments. In the event a Covered Employee's
employment with the Participating Employers terminates after the
effectiveness of the Covered Employee's election as to the method of
payment under Section 3.5(a) and the Covered Employee has selected
annual installments, the amount of such annual installments shall be
calculated and paid pursuant to the provisions of this Section 3.5(c).
The first installment shall be paid on or about March 31 of the
calendar year immediately following the calendar year of such
termination of employment, and each subsequent installment shall be
paid on or about each subsequent March 31. The amount of the
installments shall be calculated as follows: First, the Covered
Employee's Account, to the extent vested, shall continue to be credited
with monthly adjustments under Section 3.4 through such March 31,
except that the rate for such monthly adjustments for the
<PAGE>
calendar month of such termination of employment through such March 31
shall be the 30-year Treasury bond ask yield for the last business day
of the calendar month immediately preceding such termination of
employment (regardless of the method of Account adjustment elected by
the Covered Employee under Section 3.4 above). The amount of the annual
installments shall then be calculated, based on the vested Account
balance as of such March 31, as equal annual installments amortized
over the selected period using the same 30-year Treasury bond ask
yield. If a Covered Employee dies after the effectiveness of the
Covered Employee's election as to the method of payment under Section
3.5(a) and the Covered Employee has selected annual installments, such
annual installments (or remaining annual installments in the case of
death after commencement of payment) shall be paid to the Covered
Employees's "Beneficiary" as determined under the Retirement Savings
Plan.
(d) Vesting of Matching Contribution Restoration Account.
Notwithstanding any provision of the Restoration Plan to the contrary,
if a Covered Employee is not fully (100%) vested in the amount credited
to the Employee's Matching Contribution Account and/or the Employee's
Pre-1993 Stock/Thrift Plan Matching Contribution Account under the
Retirement Savings Plan at the time of the Employee's termination of
employment with the Participating Employers, the amount credited to the
Covered Employee's Matching Contribution Restoration Account shall be
reduced at the time of such termination of employment to an amount
equal to the product of (i) the amount then credited to said Matching
Contribution Restoration Account multiplied by (ii) the vested
percentage applicable to the Employee's Matching Contribution Account
and Pre-1993 Stock/Thrift Plan Matching Contribution Account under the
Retirement Savings Plan as of the date of such termination of
employment. The amount by which the Employee's Matching Contribution
Restoration Account is reduced by application of the preceding sentence
shall be forfeited at the time the Employee terminates employment.
(e) Other Payment Provisions. Subject to the provisions of
Section 3.6, a Covered Employee shall not be paid any portion of the
Employee's Account prior to the Employee's termination of employment
with the Participating Employers. Any deferral or payment hereunder
shall be subject to applicable payroll and withholding taxes. For
purposes of the Restoration Plan, a Covered Employee shall be deemed to
have terminated employment with the Participating Employers upon
eligibility for benefits under the NationsBank Long-Term Disability
Plan as in effect from time to time. In the event any amount becomes
payable under the provisions of the Restoration Plan to a Covered
Employee, beneficiary or other person who is a minor or an incompetent,
whether or not declared incompetent by a court, such amount may be paid
directly to the minor or incompetent person or to such person's
fiduciary (or attorney-in-fact in the case of an incompetent) as the
Restoration Plan Committee, in its sole discretion, may decide, and the
Restoration Plan Committee shall not be liable to any person for any
such decision or any payment pursuant thereto.
<PAGE>
Section 3.6 Withdrawals on Account of an Unforeseeable Emergency. A
Covered Employee who is in active service of a Participating Employer may, in
the Restoration Plan Committee's sole discretion, receive a refund of all or any
part of the amounts previously credited to the Covered Employee's Deferral
Account (but not the Covered Employee's Matching Contribution Restoration
Account) in the case of an "unforeseeable emergency." A Covered Employee
requesting a payment pursuant to this Section shall have the burden of proof of
establishing, to the Restoration Plan Committee's satisfaction, the existence of
such "unforeseeable emergency," and the amount of the payment needed to satisfy
the same. In that regard, the Covered Employee shall provide the Restoration
Plan Committee with such financial data and information as the Restoration Plan
Committee may request. If the Restoration Plan Committee determines that a
payment should be made to a Covered Employee under this Section such payment
shall be made within a reasonable time after the Restoration Plan Committee's
determination of the existence of such "unforeseeable emergency" and the amount
of payment so needed. As used herein, the term "unforeseeable emergency" means a
severe financial hardship to a Covered Employee resulting from a sudden and
unexpected illness or accident of the Covered Employee or of a dependent of the
Covered Employee, loss of the Covered Employee's property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Covered Employee. The circumstances that
shall constitute an "unforeseeable emergency" shall depend upon the facts of
each case, but, in any case, payment may not be made to the extent that such
hardship is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise, or (ii) by liquidation of the Covered Employee's assets,
to the extent the liquidation of such assets would not itself cause severe
financial hardship. Examples of what are not considered to be "unforeseeable
emergencies" include the need to send a Covered Employee's child to college or
the desire to purchase a home. Withdrawals of amounts because of an
"unforeseeable emergency" shall not exceed an amount reasonably needed to
satisfy the emergency need. If any withdrawal is permitted pursuant to this
Section during a Plan Year, no further deferral of compensation shall be made
during the Plan Year from and after the effective date of the withdrawal.
ARTICLE IV.
AMENDMENT AND TERMINATION
Section 4.1 Amendment and Termination. NationsBank shall have the right
and power at any time and from time to time to amend the Restoration Plan in
whole or in part, on behalf of all Participating Employers, and at any time to
terminate the Restoration Plan or any Participating Employer's participation
hereunder; provided, however, that no such amendment or termination shall reduce
the amount actually credited to an Employee's Account(s) under the Restoration
Plan on the date of such amendment or termination, or further defer the due
dates for the payment of such amounts, without the consent of the affected
Employee.
ARTICLE V.
<PAGE>
MISCELLANEOUS PROVISIONS
Section 5.1 Nature of Plan and Rights. The Restoration Plan is unfunded
and intended to constitute an incentive and deferred compensation plan for a
select group of officers and key management employees of the Participating
Employers. If necessary to preserve the above intended plan status, the
Restoration Plan Committee, in its sole discretion, reserves the right to limit
or reduce the number of actual participants and otherwise to take any remedial
or curative action that the Restoration Plan Committee deems necessary or
advisable. The Accounts established and maintained under the Restoration Plan by
a Participating Employer are for accounting purposes only and shall not be
deemed or construed to create a trust fund of any kind or to grant a property
interest of any kind to any Employee, designated beneficiary or estate. The
amounts credited by a Participating Employer to such Accounts are and for all
purposes shall continue to be a part of the general assets of such Participating
Employer, and to the extent that an Employee, beneficiary or estate acquires a
right to receive payments from such Participating Employer pursuant to the
Restoration Plan, such right shall be no greater than the right of any unsecured
general creditor of such Participating Employer.
Section 5.2 Termination of Employment. For the purposes of the
Restoration Plan, an Employee's employment with a Participating Employer shall
not be considered to have terminated so long as the Employee is in the employ of
any Participating Employer or other member of the Controlled Group.
Section 5.3 Spendthrift Provision. No Account balance or other right or
interest under the Restoration Plan of an Employee, beneficiary or estate may be
assigned, transferred or alienated, in whole or in part, either directly or by
operation of law, and no such balance, right or interest shall be liable for or
subject to any debt, obligation or liability of the Employee, designated
beneficiary or estate.
Section 5.4 Employment Noncontractual. The establishment of the
Restoration Plan shall not enlarge or otherwise affect the terms of any
Employee's employment with his Participating Employer, and such Participating
Employer may terminate the employment of the Employee as freely and with the
same effect as if the Restoration Plan had not been established.
Section 5.5 Adoption by Other Participating Employers. The Restoration
Plan may be adopted by any Participating Employer participating under the
Retirement Savings Plan, such adoption to be effective as of the date specified
by such Participating Employer at the time of adoption.
Section 5.6 Applicable Law. The Restoration Plan shall be governed and
construed in accordance with the laws of the State of North Carolina, except to
the extent such laws are preempted by the laws of the United States of America.
<PAGE>
Section 5.7 Merged Plans. From time to time the Participating Employers
may cause other nonqualified plans to be merged into the Restoration Plan.
Schedule 5.7 attached hereto sets forth the names of the plans that merged into
the Restoration Plan by July 1, 1996 and their respective merger dates. Schedule
5.7 shall be updated from time to time to reflect mergers after July 1, 1996.
Upon such a merger, the account balance(s) immediately prior to the
date of merger of each participant in the merged plan shall be transferred and
credited as of the merger date to one or more accounts established under the
Restoration Plan for such participant. From and after the merger date, the
participant's rights shall be determined under the Restoration Plan, and the
participant shall be subject to all of the restrictions, limitations and other
terms and provisions of the Restoration Plan. Not in limitation of the
foregoing, each Restoration Plan Account established for the participant as a
result of the merger shall be periodically adjusted when and as provided in
Section 3.4 hereof as in effect from time to time and shall be paid at such time
and in such manner as provided in Section 3.5 and Section 3.6 hereof, except to
the extent otherwise provided on Schedule 5.7.
IN WITNESS WHEREOF, this instrument has been executed by NationsBank as
of the day and year first above written.
NATIONSBANK CORPORATION
By: /s/C. J. Cooley
Title: Executive Vice President
<PAGE>
SCHEDULE 5.7
MERGED PLANS AS OF JULY 1, 1996
Plan Name Date of Merger
C&S Policy Committee Supplemental December 31, 1992
Savings Plan
C&S Key Executive Supplemental December 31, 1992
Savings Plan
C&S/Sovran Supplemental Retirement Plan December 31, 1992
for Former Sovran Executives
(Thrift Restoration Benefits)
First & Merchants Corporation Deferred March 31, 1993
Management Incentive Compensation
Plan
Sovran Deferred Compensation Plan March 31, 1993
NationsBank of Texas, N.A. Profit March 31, 1993
Sharing Restoration Plan
Thrift Plan Reserve Account Maintained Mach 31, 1993
Under the NationsBank Corporation
and Designated Subsidiaries
Supplemental Executive Retirement Plan
Bank South Executive Bonus Deferral Plan July 1, 1996
<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<DESCRIPTION>EXHIBIT 10(R)
<TEXT>
NATIONSBANK CORPORATION
EXECUTIVE INCENTIVE COMPENSATION PLAN
(as amended and restated effective July 1, 1996)
THIS INSTRUMENT OF AMENDMENT AND RESTATEMENT is executed as of the 1st
day of July, 1996 by NATIONSBANK CORPORATION, a North Carolina corporation (the
"Corporation").
Statement of Purpose
The Corporation maintains the NationsBank Corporation Executive
Incentive Compensation Plan (the "Plan"), pursuant to which certain covered
employees of the Corporation may receive annual incentive compensation based on
the annual performance of the Corporation consistent with the "performance-based
compensation" requirements of Section 162(m) of the Internal Revenue Code. The
Plan permits covered employees to defer the payment of amounts under the Plan,
and such deferred amounts are credited with earnings based on the 30-year
Treasury bond rate. The Corporation desires to amend the Plan effective July 1,
1996 to give covered employees who defer amounts under the Plan a choice between
the 30-year treasury bond rate and a rate that "mirrors" the covered employee's
investment results under The NationsBank Retirement Savings Plan. The
Corporation believes that such amendment can best be effected by amending and
restating the Plan in its entirety effective as of July 1, 1996. In accordance
with paragraph 7 of the Plan, such amendment and restatement of the Plan has
been approved by the Board of Directors of the Corporation.
NOW, THEREFORE, the Plan is hereby amended and restated in its entirety
to consist of the following paragraphs 1 through 11 effective as of the date
hereof:
1. Name:
This plan shall be known as the "NationsBank Corporation Executive
Incentive Compensation Plan" (the "Plan").
2. Purpose and Intent:
NationsBank Corporation (the "Corporation") established this Plan
effective January 1, 1994 for the purpose of providing certain of its senior
executive officers with annual incentive compensation based on the annual
performance of the Corporation measured by the Corporation's return on average
common shareholders' equity. This amendment and restatement is effective July 1,
1996. The intent of the Plan is to provide "performance-based compensation"
<PAGE>
within the meaning of Section 162(m)(4)(C) of the Code. The provisions of the
Plan shall be construed and interpreted to effectuate such intent.
3. Definitions:
For purposes of the Plan, the following terms shall have the following
meanings:
(a) "Account" means the account established and maintained on the books
of the Corporation to record a Covered Employee's interest under the Plan
attributable to amounts credited to the Covered Employee pursuant to paragraph
10(b) below, as adjusted from time to time pursuant to the terms of the Plan.
(b) "Base Benchmark" means a level of ROE for a Plan Year selected by
the Committee below which no incentive compensation shall be payable under the
Plan to Covered Employees for such Plan Year.
(c) "Claim" means a claim for benefits under the Plan.
(d) "Claimant" means a person making a Claim.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and references thereto shall include the valid Treasury
regulations thereunder.
(f) "Committee" means all of the members of the Compensation Committee
of the Board of Directors of the Corporation who are Outside Directors.
(g) "Covered Employee" for a Plan Year means any employee of the
Corporation whose compensation is anticipated to be subject to the provisions of
Section 162(m) of the Code and who is designated by the Committee prior to April
1 of such Plan Year as a "Covered Employee" under the Plan for such Plan Year.
(h) "Incentive Compensation Pool" for a Plan Year means the amount
established in accordance with paragraph 5.
(i) "Mirror Rate Method" means a method for determining the adjustment
to a Covered Employee's Account for a month such that the level of investment
return for the Account for such month substantially equals the aggregate level
of investment return for such month of all of the Covered Employee's accounts
under The NationsBank Retirement Savings Plan (the "Savings Plan") that are
invested in the Investment Trust under the Savings Plan other
<PAGE>
than amounts mandatorily invested in the common stock of the Corporation under
the Investment Trust. For this purpose, amounts shall be deemed to be
mandatorily invested in the common stock of the Corporation even if the Covered
Employee is eligible to make a diversification election under the Savings Plan
with respect to such common stock. However, once such a diversification election
is in fact made by a Covered Employee, amounts transferred out of such
mandatorily invested account in accordance with such election shall be included
in determining the aggregate level of investment return under the Mirror Rate
Method for the Covered Employee from and after the effective date of such
election.
(j) "Outside Director" means an "outside director" within the meaning
of Section 162(m)(4)(C)(i) of the Code.
(k) "Plan Year" means the fiscal year of the Corporation beginning
January 1 and ending December 31.
(l) "ROE" means, with respect to a Plan Year, the Corporation's "return
on average common shareholders' equity" for such Plan Year determined in
accordance with generally accepted accounting principles that would be reported
in the Corporation's Annual Report to Shareholders for such Plan Year assuming
payment of the entire Incentive Compensation Pool for such Plan Year.
(m) "Single Sum Value" of the Account of a Covered Employee who is
receiving annual installments pursuant to paragraph 10(f) means the single sum
present value of the installments determined as of the relevant determination
date using for such purpose as the discount rate the same rate that was used in
calculating the amount of the installments pursuant to paragraph 10(f) below.
(n) "30-Year Treasury Rate Method" means a method for determining the
adjustment to a Covered Employee's Account for a month such that the level of
investment return of the Account for such month substantially equals the ask
yield of the most recent auction of 30-year Treasury bonds, as quoted for the
last business day of the immediately preceding calendar month in the Wall Street
Journal (Eastern Edition), or if such quotations are not available in the Wall
Street Journal, in a similar financial publication selected by the Committee.
4. Administration:
The Committee shall be responsible for administering the Plan. The
Committee shall have all of the powers necessary to enable it to properly carry
out its duties under the Plan. Not in limitation of the foregoing, the Committee
shall have the power to construe and interpret the
<PAGE>
Plan and to determine all questions that shall arise thereunder. The Committee
shall have such other and further specified duties, powers, authority and
discretion as are elsewhere in the Plan either expressly or by necessary
implication conferred upon it. The Committee may appoint such agents, who need
not be members of the Committee, as it may deem necessary for the effective
performance of its duties, and may delegate to such agents such powers and
duties as the Committee may deem expedient or appropriate that are not
inconsistent with the intent of the Plan. The decision of the Committee upon all
matters within its scope of authority shall be final and conclusive on all
persons, except to the extent otherwise provided by law.
5. Operation:
(a) Prior to April 1 of a Plan Year, the Committee shall determine (i)
the Covered Employees for the Plan Year, (ii) the specific level of ROE that
shall constitute the Base Benchmark for the Plan Year, (iii) the formula for
determining the amount of the Incentive Compensation Pool in the event the Base
Benchmark is attained or exceeded for the Plan Year and (iv) the formula for
determining the allocation of the Incentive Compensation Pool, if any, for the
Plan Year among the Covered Employees for the Plan Year. In that regard, the
formula for determining the amount of the Incentive Compensation Pool in the
event the Base Benchmark is attained or exceeded and the formula for determining
the allocation of the Incentive Compensation Pool for a Plan Year shall be fixed
formulas that do not permit Committee discretion except as otherwise provided in
paragraph 5(c) below.
(b) The Incentive Compensation Pool for a Plan Year, if any, shall be
established immediately following the determination of ROE for the Plan Year.
The amount of the Incentive Compensation Pool, if any, for a Plan Year shall be
determined as follows:
(i) If ROE for the Plan Year is below the Base Benchmark for
the Plan Year, there shall be no Incentive Compensation Pool for the
Plan Year and no incentive compensation shall be payable under the Plan
to Covered Employees for the Plan Year; and
(ii) If ROE for the Plan Year equals or exceeds the Base Benchmark
for the Plan Year, the Incentive Compensation Pool for the Plan Year
shall be equal to an amount determined under the formula for the Plan
Year established by the Committee in accordance with paragraph 5(a). In
that regard, such formula may provide that the amount of the Incentive
Compensation Pool will increase for levels of ROE exceeding the Base
Benchmark.
<PAGE>
(c) If an Incentive Compensation Pool is established for a Plan Year in
accordance with paragraph 5(b), the Incentive Compensation Pool shall be
allocated among the Covered Employees for the Plan Year in accordance with the
formula for the Plan Year determined by the Committee in accordance with
paragraph 5(a); provided, however, that the Committee may in its sole discretion
reduce for any reason the amount otherwise allocable to a Covered Employee. In
the event the Committee reduces an amount otherwise allocable to a Covered
Employee for a Plan Year as provided in the preceding sentence, the amount of
such reduction shall not be reallocated among the other Covered Employees for
the Plan Year.
(d) In accordance with Section 162(m)(4)(C)(iii) of the Code, prior to
any payment under the Plan for a Plan Year, the Committee shall certify in
writing the attainment of (i) the Base Benchmark for such Plan Year and (ii) any
other higher level of ROE used in determining the amount of the Incentive
Compensation Pool pursuant to the formula established by the Committee for such
Plan Year.
(e) Unless deferred pursuant to the provisions of paragraph 10, the
amounts allocated to each Covered Employee for a Plan Year shall be paid by the
Corporation to each such Covered Employee in cash, less applicable payroll and
withholding taxes, within seventy-five (75) days after the establishment of the
Incentive Compensation Pool as provided in paragraph 5(b), subject to
certification by the Committee as provided in paragraph 5(d).
(f) Notwithstanding any provision of the Plan to the contrary, in no
event shall a Covered Employee be allocated more than Two Million Seven Hundred
Thousand Dollars ($2,700,000) under the Plan for a Plan Year.
(g) If the employment of a Covered Employee for a Plan Year is
terminated for any reason during the Plan Year, the Covered Employee shall not
receive any amounts otherwise allocable to the Covered Employee under the Plan's
formula established by the Committee for the Plan Year. Such amount shall not be
reallocated among the other Covered Employees for the Plan Year.
(h) Notwithstanding any provision of the Plan to the contrary, a
reduction in the amount otherwise payable to a Covered Employee for a Plan Year
as provided in paragraph 5(c) or paragraph 5(g) above shall not result in a
recalculation of ROE for purposes of the Plan or an increase in the amount of
the Incentive Compensation Pool for such Plan Year.
6. Shareholder Approval:
<PAGE>
Shareholder approval for and ratification of the Plan was originally
obtained on or before December 31, 1994. In accordance with Section
162(m)(4)(C)(ii) of the Code, the continued effectiveness of the Plan is subject
to its approval and ratification by the shareholders of the Corporation at such
other times as required by Section 162(m)(4)(C)(ii) of the Code.
7. Amendment, Modification and Termination of the Plan:
(a) General. The Board of Directors of the Corporation may amend,
modify or terminate the Plan at any time, provided that no amendment,
modification or termination of the Plan shall reduce the amount payable to a
Covered Employee under the Plan as of the date of such amendment, modification
or termination.
(b) Effect on Deferred Amounts Under the Plan. Notwithstanding any
provision of the Plan to the contrary, no amendment, modification or termination
of the Plan shall reduce the amount actually credited to a Covered Employee's
Account under the Plan on the date of such amendment, modification or
termination, or further defer the due dates for the payment of such amounts,
without the consent of the affected Covered Employee. Notwithstanding the
provisions of paragraph 10(d), in connection with any termination of the Plan
the Committee shall have the authority to cause the Accounts of all Covered
Employees to be paid in a single sum payment as of a date determined by the
Committee or to otherwise accelerate the payment of all Accounts in such manner
as the Committee shall determine in its discretion. In that regard, upon any
termination of the Plan the amount of any payment to a Covered Employee (or
beneficiary of a deceased Covered Employee) who is receiving annual installments
pursuant to paragraph 10(f) shall be the Single Sum Value of the Covered
Employee's Account determined as of the selected determination date.
8. Applicable Law:
The Plan shall be construed, administered, regulated and governed in
all respects under and by the laws of the United States to the extent
applicable, and to the extent such laws are not applicable, by the laws of the
state of North Carolina.
9. Miscellaneous:
A Covered Employee's rights and interests under the Plan may not be
assigned or transferred by the Covered Employee. To the extent the Covered
Employee acquires a right to receive payments from the Corporation under the
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Corporation. Nothing contained herein shall be deemed to create
a trust of any kind or any fiduciary relationship between the Corporation and
<PAGE>
the Covered Employee. Designation as a Covered Employee in the Plan shall not
entitle or be deemed to entitle a Covered Employee to continued employment with
the Corporation.
10. Deferral of Amounts Payable Under the Plan:
(a) Elections to Defer. Each Covered Employee for a Plan Year shall be
given the opportunity to irrevocably elect, on a form provided by the Committee,
to defer all or a portion of any amount that may become payable to such Covered
Employee under the Plan for such Plan Year. In order to be effective, a Covered
Employee's election to defer must be executed and returned to the Committee on
or before the date specified by the Committee for such purpose.
(b) Establishment of Accounts. The Corporation shall establish and
maintain on its books an Account for each Covered Employee making an election to
defer under this paragraph 10. Each Account shall be designated by the name of
the Covered Employee for whom established. Any amount otherwise allocable to the
Covered Employee under the formula established for a Plan Year that is deferred
by the Covered Employee under this paragraph 10 shall be credited to the Covered
Employee's Account as of the date such amount would have otherwise been paid to
the Covered Employee.
(c) Account Adjustments. Each Account shall be adjusted on a monthly
basis pursuant to either the Mirror Rate Method or the 30-Year Treasury Rate
Method. Each Covered Employee with an Account shall be given an opportunity to
elect between the Mirror Rate Method and the 30-Year Treasury Rate Method for
such purpose. To be effective, such election must be made at such times, on such
forms and pursuant to such procedures as established by the Committee in its
sole discretion from time to time. An election once made shall remain in effect
unless and until changed by the Covered Employee in accordance with this
paragraph 10(c). If a Covered Employee fails to make an election under this
paragraph 10(c), the method for making adjustments to the Covered Employee's
Account shall be the 30-Year Treasury Rate Method. If a Covered Employee has
elected the Mirror Rate Method, and subsequently the Covered Employee ceases to
have any account balances under the Savings Plan upon which the Mirror Rate
Method is based (e.g., as a result of an in-service withdrawal of the Covered
Employee's accounts under the Savings Plan after attaining age 59-1/2), then the
method for making adjustments to the Covered Employee's Account shall
automatically be changed to the 30-Year Treasury Rate Method beginning effective
with the calendar month in which the Covered Employee ceases to have such
Savings Plan account balances.
(d) Payment Options.
<PAGE>
(i) A Covered Employee who first elects to defer amounts under
this paragraph 10 after having attained age fifty-four (54) shall, at
the time of the Covered Employee's initial deferral election,
irrevocably elect one of the payment options described in subparagraph
(iii) below.
(ii) For a Covered Employee who first elects to defer amounts under
this paragraph 10 before having attained age fifty-four (54), such
Covered Employee shall, upon attainment of age fifty-four (54), be
given the opportunity to irrevocably elect one of the payment options
described in subparagraph (iii) below.
(iii) The payment options from which a Covered Employee may elect
are as follows: (A) single cash payment, (B) five (5) annual
installments or (C) ten (10) annual installments, as such methods are
more fully described below.
(iv) Any election made under this paragraph 10(d) shall be made on
such forms, at such time and pursuant to such procedures as determined
by the Committee in its sole discretion from time to time. An election
made under subparagraph (i) shall be immediately effective. An election
made under subparagraph (ii) shall not become effective until the first
anniversary of the date of such election. In addition, the Committee
may establish special procedures for the first Plan Year in which such
election becomes available for Covered Employees who are age fifty-four
(54) and older, provided that any such election is not effective for at
least twelve (12) months from the date made.
(v) For a Covered Employee who does not yet have an election
in effect under this paragraph 10(d) or for a Covered Employee who
fails to elect a payment option under this paragraph 10(d), the method
of payment shall be the single cash payment.
(e) Single Cash Payment. If a Covered Employee who is to be paid by the
single cash payment method pursuant to paragraph 10(d) terminates employment
with the Corporation, then such Covered Employee's Account shall continue to be
credited with monthly adjustments under paragraph 10(c) through March 31 of the
calendar year immediately following the calendar year of such termination of
employment, except that the rate for such monthly adjustments for the calendar
month of such termination of employment through such March 31 shall be the
30-year Treasury bond ask yield for the last business day of the calendar month
immediately preceding such termination of employment (regardless of the method
of Account adjustment elected by the Covered Employee under paragraph 10(d)
above). The final Account
<PAGE>
balance as of such March 31 shall be paid in a single cash payment to the
Covered Employee (or to the Covered Employee's designated beneficiary in the
case of the Covered Employee's termination of employment as the result of the
Covered Employee's death) on or about such March 31.
(f) Annual Installments. If a Covered Employee who is to be paid by one
of the annual installment payment methods pursuant to paragraph 10(d) terminates
employment with the Corporation, the amount of such annual installments shall be
calculated and paid pursuant to the provisions of this paragraph 10(f). The
first installment shall be paid on or about March 31 of the calendar year
immediately following the calendar year of such termination of employment, and
each subsequent installment shall be paid on or about each subsequent March 31.
The amount of the installments shall be calculated as follows: First, the
Covered Employee's Account shall continue to be credited with monthly
adjustments under paragraph 10(c) through such March 31, except that the rate
for such monthly adjustments for the calendar month of such termination of
employment through such March 31 shall be the 30-year Treasury bond ask yield
for the last business day of the calendar month immediately preceding such
termination of employment (regardless of the method of Account adjustment
elected by the Covered Employee under paragraph 10(d) above). The amount of the
annual installments shall then be calculated, based on the Account balance as of
such March 31, as equal annual installments amortized over the selected period
using the same 30-year Treasury bond ask yield. If a Covered Employee dies after
the effectiveness of the Covered Employee's election as to the method of payment
under paragraph 10(d) and the Covered Employee has selected annual installments,
such annual installments (or remaining annual installments in the case of death
after commencement of payment) shall be paid to the Covered Employee's
designated beneficiary.
(g) Other Payment Provisions. Subject to the provisions of paragraph
10(h) below and paragraph 7 above, a Covered Employee shall not be paid any
portion of the Covered Employee's Account prior to the Covered Employee's
termination of employment with the Corporation. Any deferral or payment
hereunder shall be subject to applicable payroll and withholding taxes. For
purposes of the Plan, a Covered Employee shall be deemed to have terminated
employment with the Corporation upon such Covered Employee becoming eligible for
benefits under the NationsBank Long-Term Disability Plan as in effect from time
to time. In the event any amount becomes payable under the provisions of the
Plan to a Covered Employee, beneficiary or other person who is a minor or an
incompetent, whether or not declared incompetent by a court, such amount may be
paid directly to the minor or incompetent person or to such person's fiduciary
(or attorney-in-fact in the case of an incompetent) as the Committee, in its
sole discretion, may decide, and the Committee shall not be liable to any person
for any such decision or any payment pursuant thereto.
<PAGE>
(h) Withdrawals on Account of an Unforeseeable Emergency. A Covered
Employee who is in active service with the Corporation may, in the Plan
Administrator's sole discretion, receive a refund of all or any part of the
amounts previously credited to the Covered Employee's Account in the case of an
"unforeseeable emergency." A Covered Employee requesting a payment pursuant to
this subparagraph (h) shall have the burden of proof of establishing, to the
Committee's satisfaction, the existence of such "unforeseeable emergency," and
the amount of the payment needed to satisfy the same. In that regard, the
Covered Employee shall provide the Committee with such financial data and
information as the Committee may request. If the Committee determines that a
payment should be made to a Covered Employee under this subparagraph (h), such
payment shall be made within a reasonable time after the Committee's
determination of the existence of such "unforeseeable emergency" and the amount
of payment so needed. As used herein, the term "unforeseeable emergency" means a
severe financial hardship to a Covered Employee resulting from a sudden and
unexpected illness or accident of the Covered Employee or of a dependent of the
Covered Employee, loss of the Covered Employee's property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Covered Employee. The circumstances that
shall constitute an "unforeseeable emergency" shall depend upon the facts of
each case, but, in any case, payment may not be made to the extent that such
hardship is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise, or (ii) by liquidation of the Covered Employee's assets,
to the extent the liquidation of such assets would not itself cause severe
financial hardship. Examples of what are not considered to be "unforeseeable
emergencies" include the need to send a Covered Employee's child to college or
the desire to purchase a home. Withdrawals of amounts because of an
"unforeseeable emergency" shall not exceed an amount reasonably needed to
satisfy the emergency need.
(i) Statements of Account. Each Covered Employee shall receive an
annual statement of the Covered Employee's Account balance.
11. Claims Procedures:
(a) General. In the event that a Covered Employee or designated
beneficiary has a claim for benefits under the Plan (a "Claim"), such Claim
shall be made by such person's (the "Claimant") filing a notice thereof with the
Committee within ninety (90) days after such Claimant first has knowledge of
such Claim. Each Claimant who has submitted a Claim to the Committee shall be
afforded a reasonable opportunity to state such Claimant's position and to
present evidence and other material relevant to the Claim to the Committee for
its consideration in rendering its decision with respect thereto. The Committee
shall render its decision in writing within ninety (90) days after the Claim is
referred to it, unless special circumstances require an extension of such time
within which to render such decision, in which event such decision shall
<PAGE>
be rendered no later than one hundred eighty (180) days after the Claim is
referred to it. A copy of such written decision shall be furnished to the
Claimant.
(b) Notice of Decision of Committee. Each Claimant whose Claim has been
denied by the Committee shall be provided written notice thereof, which notice
shall set forth:
(i) the specific reason(s) for the denial;
(ii) specific reference to pertinent provision(s) of the Plan upon
which such denial is based;
(iii) a description of any additional material or information
necessary for the Claimant to perfect such Claim and an explanation of
why such material or information is necessary; and
(iv) an explanation of the procedure hereunder for review of such
Claim;
all in a manner calculated to be understood by such Claimant.
(c) Review of Decision of Committee. Each such Claimant shall be
afforded a reasonable opportunity for a full and fair review of the decision of
the Committee denying the Claim. Such review shall be by the Committee. Such
appeal shall be made within ninety (90) days after the Claimant received the
written decision of the Committee and shall be made by the written request of
the Claimant or such Claimant's duly authorized representative of the Committee.
In the event of appeal, the Claimant or such Claimant's duly authorized
representative may review pertinent documents and submit issues and comments in
writing to the Committee. The Committee shall review the following:
(i) the initial proceedings of the Committee with respect
to such Claim;
(ii) such issues and comments as were submitted in writing by the
Claimant or the Claimant's duly authorized representative; and
(iii) such other material and information as the Committee, in its
sole discretion, deems advisable for a full and fair review of the
decision of the Committee.
<PAGE>
The Committee may approve, disapprove or modify the decision of the Committee,
in whole or in part, or may take such other action with respect to such appeal
as it deems appropriate. The decision of the Committee with respect to such
appeal shall be made promptly, and in no event later than sixty (60) days after
receipt of such appeal, unless special circumstances require an extension of
such time within which to render such decision, in which event such decision
shall be rendered as soon as possible and in no event later than one hundred
twenty (120) days following receipt of such appeal. The decision of the
Committee shall be in writing and in a manner calculated to be understood by the
Claimant and shall include specific reasons for such decision and set forth
specific references to the pertinent provisions of the Plan upon which such
decision is based. The Claimant shall be furnished a copy of the written
decision of the Committee. Such decision shall be final and conclusive upon all
persons interested therein, except to the extent otherwise provided by
applicable law.
IN WITNESS WHEREOF, this instrument has been executed by an authorized
officer of the Corporation as of the day and year first above written.
NATIONSBANK CORPORATION
By: /s/C. J. Cooley
C. J. Cooley
Executive Vice President
"Corporation"
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<DESCRIPTION>EXHIBIT 10(S)
<TEXT>
NATIONSBANK CORPORATION
KEY EMPLOYEE DEFERRAL PLAN
(as amended and restated effective July 1, 1996)
THIS INSTRUMENT OF AMENDMENT AND RESTATEMENT is executed as of the 1st
day of July, 1996 by NATIONSBANK CORPORATION, a North Carolina corporation (the
"Corporation").
Statement of Purpose
The Corporation maintains the NationsBank Corporation Key Employee
Deferral Plan (the "Plan"), pursuant to which certain of its employees may defer
payment of certain annual incentives in accordance with the terms and provisions
set forth herein. The Plan provides that amounts deferred under the Plan are
credited with earnings based on the 30-year Treasury bond rate. The Corporation
desires to amend the Plan effective July 1, 1996 to give participants under the
Plan a choice between the 30-year Treasury bond rate and a rate that "mirrors"
the participant's investment results under The NationsBank Retirement Savings
Plan. The Corporation believes that such amendment can best be effected by
amending and restating the Plan in its entirety effective as of July 1, 1996. In
accordance with paragraph 6 of the Plan, such amendment and restatement of the
Plan has been approved by the Compensation Committee of the Board of Directors
of the Corporation.
NOW, THEREFORE, the Plan is hereby amended and restated in its entirety
to consist of the following paragraphs 1 through 9 effective as of the date
hereof:
1. Name:
This plan shall be known as the "NationsBank Corporation Key Employee
Deferral Plan" (the "Plan").
2. Purpose and Intent:
The Corporation established this Plan effective October 1, 1994 for the
purpose of providing certain of its key employees with the opportunity to defer
payment of certain annual incentives. This amendment and restatement is
effective July 1, 1996. It is the intent of the Corporation that amounts
deferred under the Plan by an employee shall not be taxable to the employee for
income tax purposes until the time actually received by the employee. The
provisions of the Plan shall be construed and interpreted to effectuate such
intent.
3. Definitions:
<PAGE>
For purposes of the Plan, the following terms shall have the following
meanings:
(a) "Account" means the account established and maintained on the books
of the Corporation to record a Participant's interest under the Plan
attributable to amounts credited to the Participant pursuant to paragraph 5(c)
below, as adjusted from time to time pursuant to the terms of the Plan.
(b) "Annual Incentive Award" means, with respect to a Participant, any
annual incentive award payable to such Participant pursuant to (i) the Corporate
Management Incentive Plan and (ii) any other incentive compensation plan of the
Corporation or any of its Subsidiaries approved for purposes of this Plan by the
Plan Administrator.
(c) "Claim" means a claim for benefits under the Plan.
(d) "Claimant" means a person making a Claim.
(e) "Compensation Committee" means the committee of individuals who are
serving from time to time as the Compensation Committee of the Board of
Directors of the Corporation.
(f) "Corporate Benefits Committee" means the committee of individuals
who are serving from time to time as the members of the NationsBank Corporation
Corporate Benefits Committee.
(g) "Corporate Personnel Group" means the group of employees designated
as such from time to time by the Corporation.
(h) "Eligible Employee" means a Key Employee of the Corporation who has
been designated as eligible to become a Participant in the Plan by a member of
the Management Compensation Committee as provided in paragraph 5(a) below.
(i) "Key Employee" means a regular employee of the Corporation or any
of its Subsidiaries who is an officer of the Corporation or its Subsidiaries, as
determined by the Plan Administrator, and who, in the opinion of the Plan
Administrator, has demonstrated a capacity for contributing materially to the
success of the business and operations of the Corporation and its Subsidiaries.
(j) "Management Compensation Committee" means the committee of
individuals who are serving from time to time as the NationsBank Corporation
Management Compensation Committee.
<PAGE>
(k) "Mirror Rate Method" means a method for determining the adjustment
to a Participant's Account for a month such that the level of investment return
for the Account for such month substantially equals the aggregate level of
investment return for such month of all of the Participants's accounts under The
NationsBank Retirement Savings Plan (the "Savings Plan") that are invested in
the Investment Trust under the Savings Plan other than amounts mandatorily
invested in the common stock of the Corporation under the Investment Trust. For
this purpose, amounts shall be deemed to be mandatorily invested in the common
stock of the Corporation even if the Participant is eligible to make a
diversification election under the Savings Plan with respect to such common
stock. However, once such a diversification election is in fact made by a
Participant, amounts transferred out of such mandatorily invested account in
accordance with such election shall be included in determining the aggregate
level of investment return under the Mirror Rate Method for the Participant from
and after the effective date of such election.
(l) "Participant" means an Eligible Employee who has elected to
participate in the Plan as provided in paragraph 5(b) below.
(m) "Plan Administrator" means the Corporate Personnel Group, or such
other person or entity designated as the "Plan Administrator" for purposes of
the Plan by the Compensation Committee.
(n) "Plan Year" means the twelve (12) month period beginning January 1
and ending December 31.
(o) "Single Sum Value" of the Account of a Participant who is receiving
annual installments pursuant to paragraph 5(g) means the single sum present
value of the installments determined as of the relevant determination date using
for such purpose as the discount rate the same rate that was used in calculating
the amount of the installments pursuant to paragraph 5(g) below.
(p) "Subsidiary" means (i) any corporation more than fifty percent
(50%) of whose outstanding voting capital stock is owned by the Corporation,
(ii) any corporation at least eighty percent (80%) of whose outstanding voting
capital stock and at least eighty percent (80%) of each class of whose
outstanding non-voting capital stock is owned by a corporation more than fifty
percent (50%) of whose outstanding voting capital stock is owned by the
Corporation, (iii) any corporation at least eighty percent (80%) of whose
outstanding voting capital stock and at least eighty percent (80%) of each class
of whose outstanding non-voting capital stock is owned by a corporation
described in clause (ii) above, or (iv) any other corporation or other business
entity affiliated with the Corporation that is designated by the Plan
Administrator as a Subsidiary for purposes of the Plan.
<PAGE>
(q) "30-Year Treasury Rate Method" means a method for determining the
adjustment to a Participant's Account for a month such that the level of
investment return of the Account for such month substantially equals the ask
yield of the most recent auction of 30-year Treasury bonds, as quoted for the
last business day of the immediately preceding calendar month in the Wall Street
Journal (Eastern Edition), or if such quotations are not available in the Wall
Street Journal, in a similar financial publication selected by the Plan
Administrator.
4. Administration:
The Plan Administrator shall be responsible for administering the Plan.
The Plan Administrator shall have all of the powers necessary to enable it to
properly carry out its duties under the Plan. Not in limitation of the
foregoing, the Plan Administrator shall have the power to construe and interpret
the Plan and to determine all questions that shall arise thereunder. The Plan
Administrator shall have such other and further specified duties, powers,
authority and discretion as are elsewhere in the Plan either expressly or by
necessary implication conferred upon it. The Plan Administrator may appoint such
agents as it may deem necessary for the effective performance of its duties, and
may delegate to such agents such powers and duties as the Plan Administrator may
deem expedient or appropriate that are not inconsistent with the intent of the
Plan. The decision of the Plan Administrator upon all matters within its scope
of authority shall be final and conclusive on all persons, except to the extent
otherwise provided by law.
5. Operation:
(a) Eligibility. The individuals who serve from time to time as the
members of the Management Compensation Committee, in their sole and exclusive
discretion, shall determine which Key Employees shall be Eligible Employees for
a Plan Year.
(b) Elections to Defer. An Eligible Employee may become a Participant
in the Plan by irrevocably electing, on a form provided by the Plan
Administrator, to defer all or a portion of the Eligible Employee's Annual
Incentive Award for a given Plan Year; provided, however, that:
(i) if an Eligible Employee elects to defer a portion of the
Eligible Employee's Annual Incentive Award for a Plan Year, the amount
elected to be deferred with respect to such Annual Incentive Award
shall not be less than Ten Thousand Dollars ($10,000); and
(ii) if an Eligible Employee's Annual Incentive Award for a Plan
Year is less than Ten Thousand Dollars ($10,000), no amount of such
Annual Incentive Award shall be deferred under the Plan for such Plan
Year.
<PAGE>
In order to be effective, an Eligible Employee's election to defer must be
executed and returned to the Plan Administrator on or before the date specified
by the Plan Administrator for such purpose. Such election must normally be made
prior to the beginning of the Plan Year to which the election relates. However,
the Plan Administrator, in its sole and exclusive discretion, may determine that
in any Plan Year during which (A) a Key Employee first becomes an Eligible
Employee (including the Plan Year in which the Plan is first implemented) or (B)
a Key Employee who is already an Eligible Employee with respect to certain
incentive compensation covered by the Plan becomes an Eligible Employee with
respect to incentive compensation not previously covered by the Plan, such
election may be made by such Eligible Employee within thirty (30) days after
becoming eligible.
(c) Establishment of Accounts. The Corporation shall establish and
maintain on its books an Account for each Participant. Each Account shall be
designated by the name of the Participant for whom established. The amount of
any Annual Incentive Award deferred by a Participant shall be credited to the
Participant's Account as of the date such Annual Incentive Award would have
otherwise been paid to the Participant.
(d) Account Adjustments. Each Account shall be adjusted on a monthly
basis pursuant to either the Mirror Rate Method or the 30-Year Treasury Rate
Method. Each Participant with an Account shall be given an opportunity to elect
between the Mirror Rate Method and the 30-Year Treasury Rate Method for such
purpose. To be effective, such election must be made at such times, on such
forms and pursuant to such procedures as established by the Plan Administrator
in its sole discretion from time to time. An election once made shall remain in
effect unless and until changed by the Participant in accordance with this
paragraph 5(d). If a Participant fails to make an election under this paragraph
5(d), the method for making adjustments to the Participant's Account shall be
the 30-Year Treasury Rate Method. If a Participant has elected the Mirror Rate
Method, and subsequently the Participant ceases to have any account balances
under the Savings Plan upon which the Mirror Rate Method is based (e.g., as a
result of an in-service withdrawal of the Participant's accounts under the
Savings Plan after attaining age 592), then the method for making adjustments to
the Participant's Account shall automatically be changed to the 30-Year Treasury
Rate Method beginning effective with the calendar month in which the Participant
ceases to have such Savings Plan account balances.
(e) Payment Options.
(i) A Participant who first elects to defer amounts under this
paragraph 5 after having attained age fifty-four (54) shall, at the
time of the Participant's initial deferral election, irrevocably elect
one of the payment options described in subparagraph (iii) below.
<PAGE>
(ii) For a Participant who first elects to defer amounts under this
paragraph 5 before having attained age fifty-four (54), such
Participant shall, upon attainment of age fifty-four (54), be given the
opportunity to irrevocably elect one of the payment options described
in subparagraph (iii) below.
(iii) The payment options from which a Participant may elect are as
follows: (A) single cash payment, (B) five (5) annual installments or
(C) ten (10) annual installments, as such methods are more fully
described below.
(iv) Any election made under this paragraph 5(e) shall be made on
such forms, at such time and pursuant to such procedures as determined
by the Plan Administrator in its sole discretion from time to time. An
election made under subparagraph (i) shall be effective upon the later
of the date of such election or the attainment of age fifty-five (55).
An election made under subparagraph (ii) shall not become effective
until the first anniversary of the date of such election. In addition,
the Plan Administrator may establish special procedures for the first
Plan Year in which this election becomes available for Participants who
are age fifty-four (54) and older, provided that any such election is
not effective for at least twelve (12) months from the date made.
(v) For a Participant who does not yet have an election in
effect under this paragraph 5(e) or for a Participant who fails to
elect a payment option under this paragraph 5(e), the method of payment
shall be the single cash payment.
(f) Single Cash Payment.
(i) In the case of a Participant whose termination of
employment with the Corporation and its Subsidiaries occurs before the
Participant attains age fifty-five (55), then such Participant's
Account shall be determined as of the last business day of the calendar
month immediately preceding such termination of employment, and such
final Account balance shall be paid in a single cash payment to the
Participant (or to the Participant's designated beneficiary in the case
of the Participant's termination of employment as the result of the
Participant's death) as soon as administratively practicable after the
date of such termination of employment.
(ii) In the case of a Participant whose termination of employment
with the Corporation and its Subsidiaries occurs on or after the
Participant attains age fifty-five (55) and whose Account balance is to
be paid in a single cash payment in accordance with paragraph 5(e),
then such Participant's Account shall continue to be credited with
<PAGE>
monthly adjustments under paragraph 5(d) through March 31 of the
calendar year immediately following the calendar year of such
termination of employment, except that the rate for such monthly
adjustments for the calendar month of such termination of employment
through such March 31 shall be the 30-year Treasury bond ask yield for
the last business day of the calendar month immediately preceding such
termination of employment (regardless of the method of Account
adjustment elected by the Participant under paragraph 5(d) above). The
final Account balance as of such March 31 shall be paid in a single
cash payment to the Participant (or to the Participant's designated
beneficiary in the case of the Participant's termination of employment
as the result of the Participant's death) on or about such March 31.
(g) Annual Installments. In the event a Participant's employment with
the Corporation and its Subsidiaries terminates after the effectiveness of the
Participant's election as to the method of payment under paragraph 5(e) and the
Participant has selected annual installments, the amount of such annual
installments shall be calculated and paid pursuant to the provisions of this
paragraph 5(g). The first installment shall be paid on or about March 31 of the
calendar year immediately following the calendar year of such termination of
employment, and each subsequent installment shall be paid on or about each
subsequent March 31. The amount of the installments shall be calculated as
follows: First, the Participant's Account shall continue to be credited with
monthly adjustments under paragraph 5(d) through such March 31, except that the
rate for such monthly adjustments for the calendar month of such termination of
employment through such March 31 shall be the 30-year Treasury bond ask yield
for the last business day of the calendar month immediately preceding such
termination of employment (regardless of the method of Account adjustment
elected by the Participant under paragraph 5(d) above). The amount of the annual
installments shall then be calculated, based on the Account balance as of such
March 31, as equal annual installments amortized over the selected period using
the same 30-year Treasury bond ask yield. If a Participant dies after the
effectiveness of the Participant's election as to the method of payment under
paragraph 5(e) and the Participant has selected annual installments, such annual
installments (or remaining annual installments in the case of death after
commencement of payment) shall be paid to the Participant's designated
beneficiary.
(h) Other Payment Provisions. Subject to the provisions of paragraph
5(i) and paragraph 6 below, a Participant shall not be paid any portion of the
Participant's Account prior to the Participant's termination of employment with
the Corporation and its Subsidiaries. Any deferral or payment hereunder shall be
subject to applicable payroll and withholding taxes. For purposes of the Plan, a
Participant shall be deemed to have terminated employment with the Corporation
upon eligibility for benefits under the NationsBank Long-Term Disability Plan as
in effect from time to time. In the event any amount becomes payable under the
provisions of the Plan to a Participant, beneficiary or other person who is a
minor or an incompetent, whether or not declared incompetent by a court, such
amount may be paid directly to the minor or incompetent person or to such
person's fiduciary (or
<PAGE>
attorney-in-fact in the case of an incompetent) as the Plan Administrator,
in its sole discretion, may decide, and the Plan Administrator shall not be
liable to any person for any such decision or any
payment pursuant thereto.
(i) Withdrawals on Account of an Unforeseeable Emergency. A Participant
who is in active service with the Corporation may, in the Plan Administrator's
sole discretion, receive a refund of all or any part of the amounts previously
credited to the Participant's Account in the case of an "unforeseeable
emergency." A Participant requesting a payment pursuant to this subparagraph (i)
shall have the burden of proof of establishing, to the Plan Administrator's
satisfaction, the existence of such "unforeseeable emergency," and the amount of
the payment needed to satisfy the same. In that regard, the Participant shall
provide the Plan Administrator with such financial data and information as the
Plan Administrator may request. If the Plan Administrator determines that a
payment should be made to a Participant under this subparagraph (i), such
payment shall be made within a reasonable time after the Plan Administrator's
determination of the existence of such "unforeseeable emergency" and the amount
of payment so needed. As used herein, the term "unforeseeable emergency" means a
severe financial hardship to a Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a dependent of the
Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. The circumstances that shall
constitute an "unforeseeable emergency" shall depend upon the facts of each
case, but, in any case, payment may not be made to the extent that such hardship
is or may be relieved (i) through reimbursement or compensation by insurance or
otherwise, or (ii) by liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship.
Examples of what are not considered to be "unforeseeable emergencies" include
the need to send a Participant's child to college or the desire to purchase a
home. Withdrawals of amounts because of an "unforeseeable emergency" shall not
exceed an amount reasonably needed to satisfy the emergency need.
(j) Statements of Account. Each Participant shall receive an annual
statement of the Participant's Account balance.
<PAGE>
6. Amendment, Modification and Termination of the Plan:
The Compensation Committee shall have the right and power at any time
and from time to time to amend the Plan in whole or in part and at any time to
terminate the Plan; provided, however, that no such amendment or termination
shall reduce the amount actually credited to a Participant's Account under the
Plan on the date of such amendment or termination, or further defer the due
dates for the payment of such amounts, without the consent of the affected
Participant. Notwithstanding the provisions of paragraph 5(e), in connection
with any termination of the Plan the Compensation Committee shall have the
authority to cause the Accounts of all Participants to be paid in a single sum
payment as of a date determined by the Compensation Committee or to otherwise
accelerate the payment of all Accounts in such manner as the Compensation
Committee shall determine in its discretion. In that regard, upon any
termination of the Plan the amount of any payment to a Participant (or
beneficiary of a deceased Participant) who is receiving annual installments
pursuant to paragraph 5(g) shall be the Single Sum Value of the Participant's
Account determined as of the selected determination date.
7. Claims Procedures:
(a) General. In the event that a Claimant has a Claim under the Plan,
such Claim shall be made by the Claimant's filing a notice thereof with the Plan
Administrator within ninety (90) days after such Claimant first has knowledge of
such Claim. Each Claimant who has submitted a Claim to the Plan Administrator
shall be afforded a reasonable opportunity to state such Claimant's position and
to present evidence and other material relevant to the Claim to the Plan
Administrator for its consideration in rendering its decision with respect
thereto. The Plan Administrator shall render its decision in writing within
ninety (90) days after the Claim is referred to it, unless special circumstances
require an extension of such time within which to render such decision, in which
event such decision shall be rendered no later than one hundred eighty (180)
days after the Claim is referred to it. A copy of such written decision shall be
furnished to the Claimant.
(b) Notice of Decision of Plan Administrator. Each Claimant whose Claim
has been denied by the Plan Administrator shall be provided written notice
thereof, which notice shall set forth:
(i) the specific reason(s) for the denial;
(ii) specific reference to pertinent provision(s) of the Plan
upon which such denial is based;
<PAGE>
(iii) a description of any additional material or information
necessary for the Claimant to perfect such Claim and an explanation of
why such material or information is necessary; and
(iv) an explanation of the procedure hereunder for review of such
Claim;
all in a manner calculated to be understood by such Claimant.
(c) Review of Decision of Plan Administrator. Each such Claimant shall
be afforded a reasonable opportunity for a full and fair review of the decision
of the Plan Administrator denying the Claim. Such review shall be by the
Corporate Benefits Committee. Such appeal shall be made within ninety (90) days
after the Claimant received the written decision of the Plan Administrator and
shall be made by the written request of the Claimant or such Claimant's duly
authorized representative of the Corporate Benefits Committee. In the event of
appeal, the Claimant or such Claimant's duly authorized representative may
review pertinent documents and submit issues and comments in writing to the
Corporate Benefits Committee. The Corporate Benefits Committee shall review the
following:
(i) the initial proceedings of the Plan Administrator with
respect to such Claim;
(ii) such issues and comments as were submitted in writing
by the Claimant or the Claimant's duly authorized representative;
and
(iii) such other material and information as the Corporate Benefits
Committee, in its sole discretion, deems advisable for a full and fair
review of the decision of the Plan Administrator.
The Corporate Benefits Committee may approve, disapprove or modify the decision
of the Plan Administrator, in whole or in part, or may take such other action
with respect to such appeal as it deems appropriate. The decision of the
Corporate Benefits Committee with respect to such appeal shall be made promptly,
and in no event later than sixty (60) days after receipt of such appeal, unless
special circumstances require an extension of such time within which to render
such decision, in which event such decision shall be rendered as soon as
possible and in no event later than one hundred twenty (120) days following
receipt of such appeal. The decision of the Corporate Benefits Committee shall
be in writing and in a manner calculated to be understood by the Claimant and
shall include specific reasons for such decision and set forth specific
references to the pertinent provisions of the Plan upon which such decision is
based. The Claimant shall be furnished a copy of the written decision of the
Corporate Benefits Committee. Such decision shall be final and conclusive upon
all persons interested therein, except to the extent otherwise provided by
applicable law.
<PAGE>
8. Applicable Law:
The Plan shall be construed, administered, regulated and governed in
all respects under and by the laws of the United States to the extent
applicable, and to the extent such laws are not applicable, by the laws of the
state of North Carolina.
9. Miscellaneous:
A Participant's rights and interests under the Plan may not be assigned
or transferred by the Participant. The Plan shall be an unsecured, unfunded
arrangement. To the extent the Participant acquires a right to receive payments
from the Corporation under the Plan, such right shall be no greater than the
right of any unsecured general creditor of the Corporation. Nothing contained
herein shall be deemed to create a trust of any kind or any fiduciary
relationship between the Corporation and any Participant. Designation as an
Eligible Employee or Participant in the Plan shall not entitle or be deemed to
entitle such person to continued employment with the Corporation. The Plan shall
be binding on the Corporation and any successor in interest of the Corporation.
IN WITNESS WHEREOF, this instrument has been executed by an authorized
officer of the Corporation as of the 1st day of July, 1996.
NATIONSBANK CORPORATION
By: /s/C. J. Cooley
C. J. Cooley
Executive Vice President
"Corporation"
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<DESCRIPTION>EXHIBIT 10(T)
<TEXT>
NATIONSBANK CORPORATION DIRECTOR DEFERRAL PLAN
AS AMENDED AND RESTATED EFFECTIVE APRIL 24, 1996
1. NAME:
This plan shall be known as the "NationsBank Corporation Director
Deferral Plan" (the "Plan").
2. PURPOSE AND INTENT:
NationsBank Corporation (the "Corporation") established this Plan
effective January 1, 1995 for the purpose of providing the nonemployee members
of its Board of Directors with the opportunity to defer payment of all (but not
any portion of) the annual retainer fee and/or meetings fees payable during a
year. Effective April 24, 1996, the Corporation adopted the NationsBank
Corporation Directors' Stock Plan (the "Stock Plan") which provides in part that
a portion of a director's annual retainer fee will be paid in cash and a portion
in shares of common stock of the Corporation. This amendment and restatement of
the Plan (i) allows a participating director to defer all or any portion of the
director's annual retainer fee and/or meetings fees and (ii) sets forth special
provisions for crediting the portion of any annual retainer fee deferred
hereunder that would have been paid in stock under the Stock Plan. It is the
intent of the Corporation that amounts deferred under the Plan by a director
shall not be taxable to the director for income tax purposes until the time
actually received by the director. The provisions of the Plan shall be construed
and interpreted to effectuate such intent.
3. DEFINITIONS:
For purposes of the Plan, the following terms shall have the following
meanings:
(a) "Accounts" of a Participant mean collectively the Participant's
Cash Account and the Stock Account.
(b) "Cash Account" means the account established and maintained on the
books of the Corporation to record a Participant's interest under the Plan
attributable to the cash portion of any Annual Retainer Fee and Meetings Fees
credited to the Participant pursuant to paragraph 5(c) below, as adjusted from
time to time pursuant to the terms of the Plan.
(c) "Claim" means a claim for benefits under the Plan.
(d) "Claimant" means a person making a Claim.
<PAGE>
(e) "Common Stock" means the common stock of the Corporation.
(f) "Compensation Committee" means the committee of individuals who are
serving from time to time as the members of the Compensation Committee of the
Board of Directors of the Corporation.
(g) "Corporate Benefits Committee" means the committee of individuals
who are serving from time to time as the members of the NationsBank Corporation
Corporate Benefits Committee.
(h) "Corporate Personnel Group" means the group of employees
designated as such from time to time by the Corporation.
(i) "Fair Market Value" of a share of Common Stock means the closing
price on the relevant date of a share of Common Stock on the New York Stock
Exchange (or such other principal securities exchange on which the shares of the
Common Stock are traded if such shares are no longer traded on the New York
Stock Exchange).
(j) "Fees" means both (i) the annual retainer fee (the "Annual Retainer
Fee") and (ii) any meetings fees (the "Meetings Fees") payable to a Nonemployee
Director under the Corporation's compensation policies for directors in effect
from time to time.
(k) "Nonemployee Director" means an individual who is a member of the
Board of Directors of the Corporation, but who is not an employee of the
Corporation or any of its subsidiaries.
(l) "Participant" means a Nonemployee Director who has elected to
participate in the Plan as provided in paragraph 5(b) below.
(m) "Plan Administrator" means the Corporate Personnel Group, or such
other person or entity designated as the "Plan Administrator" for purposes of
the Plan by the Compensation Committee.
(n) "Plan Year" means the twelve (12) month period beginning January 1
and ending December 31.
(o) "Single Sum Value" of the Cash Account of a Participant who is
receiving annual installments pursuant to paragraph 5(h) means the single sum
present value of the installments determined as of the relevant determination
date using for such purpose as the discount rate the same rate that was used in
calculating the amount of the installments pursuant to paragraph 5(h) below.
<PAGE>
(p) "Stock Account" means the account established and maintained on the
books of the Corporation to record a Participant's interest under the Plan
attributable to the stock portion of any Annual Retainer Fee credited to the
Participant pursuant to paragraph 5(c) below, as adjusted from time to time
pursuant to the terms of the Plan.
(q) "Stock Unit" means a unit having a value as of a given date equal
to the Fair Market Value of one (1) share of Common Stock on such date.
4. ADMINISTRATION:
The Plan Administrator shall be responsible for administering the Plan.
The Plan Administrator shall have all of the powers necessary to enable it to
properly carry out its duties under the Plan. Not in limitation of the
foregoing, the Plan Administrator shall have the power to construe and interpret
the Plan and to determine all questions that shall arise thereunder. The Plan
Administrator shall have such other and further specified duties, powers,
authority and discretion as are elsewhere in the Plan either expressly or by
necessary implication conferred upon it. The Plan Administrator may appoint such
agents as it may deem necessary for the effective performance of its duties, and
may delegate to such agents such powers and duties as the Plan Administrator may
deem expedient or appropriate that are not inconsistent with the intent of the
Plan. The decision of the Plan Administrator upon all matters within its scope
of authority shall be final and conclusive on all persons, except to the extent
otherwise provided by law.
5. OPERATION:
(a) Eligibility. Each Nonemployee Director shall be eligible to
participate in the Plan.
(b) Elections to Defer. A Nonemployee Director may become a Participant
in the Plan by irrevocably electing, on a form provided by the Plan
Administrator, to defer all or any portion of the Annual Retainer Fee payable to
the Nonemployee Director during such Plan Year and/or the Meetings Fees payable
to the Nonemployee Director for all meetings occurring during such Plan Year.
Such election shall be made separately with respect to the cash and stock
portions of the Annual Retainer Fee and the Meetings Fees. In order to be
effective, a Nonemployee Director's election to defer must be executed and
returned to the Plan Administrator on or before the date specified by the Plan
Administrator for such purpose. Such election must normally be made prior to the
beginning of the Plan Year to which the election relates. However, the Plan
Administrator, in its sole and exclusive discretion, may determine that in
certain circumstances an election may be made during a Plan Year if such
determination is not inconsistent with the intent of the Plan expressed in
paragraph 2 above.
<PAGE>
(c) Establishment of Accounts. The Corporation shall establish and
maintain on its books a Cash Account for each Participant and, if the
Participant elects to defer the stock portion of an Annual Retainer Fee, a Stock
Account. Each Account shall be designated by the name of the Participant for
whom established. Both the Meetings Fees and the cash portion of any Annual
Retainer Fee deferred by a Participant shall be credited to the Participant's
Cash Account as of the date such Fees would have otherwise been paid to the
Participant. The Stock Account of a Participant who elects to defer the stock
portion of an Annual Retainer Fee shall be credited with a number of Stock Units
equal to the number of shares of Common Stock which the Participant would have
received under the Stock Plan with respect to such Annual Retainer Fee, and such
Stock Units shall be credited to the Participant's Stock Account as of the date
the related shares would have been issued to the Participant.
(d) Account Adjustments: Cash Account. As of the last day of each
calendar month, each Cash Account shall be adjusted for such month so that the
level of investment return of the Cash Account shall be substantially equal to
the ask yield of the most recent auction of 30-year Treasury bonds, as quoted
for the last business day of the immediately preceding calendar month in the
Wall Street Journal (Eastern Edition), or if such quotations are not available
in the Wall Street Journal, in a similar financial publication selected by the
Plan Administrator.
(e) Account Adjustments: Stock Account. Each Stock Account shall be
credited additional full or fractional Stock Units for cash dividends paid on
the Common Stock based on the number of Stock Units in the Stock Account on the
applicable dividend record date and calculated based on the Fair Market Value of
the Common Stock on the applicable dividend payment date. Each Stock Account
shall also be equitably adjusted as determined by the Plan Administrator in the
event of any stock dividend, stock split or similar change in the capitalization
of the Corporation.
(f) Payment Options. At the time a Participant first makes an election
to defer Fees under the Plan, the Participant shall be given the opportunity to
irrevocably elect one of the following payment options: (i) single cash payment,
(ii) five (5) annual installments or (iii) ten (10) annual installments. The
election shall be made in writing on a form provided by the Plan Administrator
and must be returned to the Plan Administrator before such date as specified by
the Plan Administrator. Such election shall be effective with respect to any
Fees deferred under the Plan by the Participant, including Fees deferred under
the Plan for all subsequent Plan Years. If a Participant fails to duly elect a
payment option, the method of payment shall be the single cash payment.
(g) Single Cash Payment. If a Participant to whom the single cash
payment method applies terminates services with the Corporation as a member of
the Board of Directors of the Corporation, such Participant's Accounts shall
continue to be credited with adjustments under paragraph 5(d) and paragraph 5(e)
above through January 31 of the calendar year immediately following the calendar
year of such termination of services, except that, with respect to the
Participant's Cash Account, the rate for
<PAGE>
such monthly adjustments from the calendar month of such termination of services
through such January 31 shall be the 30-year Treasury bond ask yield for the
last day of the calendar month immediately preceding such termination of
services. The number of Stock Units in the Stock Account as of such January 31
shall be converted to cash based on the Fair Market Value of the Common Stock on
such date, and such cash amount together with the final Cash Account balance as
of such January 31 shall be paid in a single cash payment to the Participant (or
to the Participant's designated beneficiary in the case of the Participant's
termination of services as the result of the Participant's death) on or about
such January 31.
(h) Annual Installments. If a Participant to whom the annual
installments method applies terminates service with the Corporation as a member
of the Board of Directors of the Corporation, the amount of such annual
installments shall be calculated and paid pursuant to the provisions of this
paragraph 5(h). The first installment shall be paid on or about the January 31
of the calendar year immediately following the calendar year of such termination
of services, and each subsequent installment shall be paid on or about each
subsequent January 31. The amount of the installments shall be calculated as
follows: First, as of such date of termination of services the Participant's
Stock Account shall be debited of all Stock Units credited to it, and the
Participant's Cash Account shall be credited with an amount equal to the
aggregate Fair Market Value of such debited Stock Units as of such date of
termination. Second, the Participant's Cash Account shall continue to be
credited with monthly adjustments under paragraph 5(d) through such January 31,
except that the rate for such monthly adjustments from the calendar month of
such termination of services through such January 31 shall be the 30-year
Treasury bond ask yield for the last day of the calendar month immediately
preceding such termination of services. The amount of the annual installments
shall then be calculated as equal installments amortized over the selected
period using the same 30-year Treasury bond ask yield. If a Participant who has
selected the annual installments method dies before any or all of the annual
installments have been paid, such remaining annual installments shall be paid to
the Participant's designated beneficiary. Participants shall designate a
beneficiary under the Plan on a form furnished by the Plan Administrator, and if
a Participant does not have a beneficiary designation in effect, the designated
beneficiary shall be the Participant's estate.
(i) Other Payment Provisions. Subject to the provisions of paragraph
5(j) and paragraph 6 below, a Participant shall not be paid any portion of the
Participant's Accounts prior to the Participant's termination of services as a
member of the Board of Directors of the Corporation. Any payment hereunder shall
be subject to applicable payroll and withholding taxes. In the event any amount
becomes payable under the provisions of the Plan to a Participant, beneficiary
or other person who is a minor or an incompetent, whether or not declared
incompetent by a court, such amount may be paid directly to the minor or
incompetent person or to such person's fiduciary (or attorney-in-fact in the
case of an incompetent) as the Plan Administrator, in its sole discretion, may
decide, and the Plan Administrator shall not be liable to any person for any
such decision or any payment pursuant thereto.
<PAGE>
(j) Withdrawals on Account of an Unforeseeable Emergency. A Participant
who is in active service as a member of the Board of Directors of the
Corporation may, in the Plan Administrator's sole discretion, receive a payment
of all or any part of the amounts previously credited to the Participant's Cash
Account (but not Stock Account) in the case of an "unforeseeable emergency." A
Participant requesting a payment pursuant to this subparagraph (j) shall have
the burden of proof of establishing, to the Plan Administrator's satisfaction,
the existence of such "unforeseeable emergency," and the amount of the payment
needed to satisfy the same. In that regard, the Participant shall provide the
Plan Administrator with such financial data and information as the Plan
Administrator may request. If the Plan Administrator determines that a payment
should be made to a Participant under this subparagraph (j), such payment shall
be made within a reasonable time after the Plan Administrator's determination of
the existence of such "unforeseeable emergency" and the amount of payment so
needed. As used herein, the term "unforeseeable emergency" means a severe
financial hardship to a Participant resulting from a sudden and unexpected
illness or accident of the Participant or of a dependent of the Participant,
loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. The circumstances that shall constitute
an "unforeseeable emergency" shall depend upon the facts of each case, but, in
any case, payment may not be made to the extent that such hardship is or may be
relieved (i) through reimbursement or compensation by insurance or otherwise, or
(ii) by liquidation of the Participant's assets, to the extent the liquidation
of such assets would not itself cause severe financial hardship. Examples of
what are not considered to be "unforeseeable emergencies" include the need to
send a Participant's child to college or the desire to purchase a home.
Withdrawals of amounts because of an "unforeseeable emergency" shall not exceed
an amount reasonably needed to satisfy the emergency need.
(k) Statements of Account. Each Participant shall receive an annual
statement of the balance in the Participant's Accounts.
<PAGE>
6. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN:
The Compensation Committee shall have the right and power at any time
and from time to time to amend the Plan in whole or in part and at any time to
terminate the Plan; provided, however, that no such amendment or termination
shall reduce the amount actually credited to a Participant's Accounts under the
Plan on the date of such amendment or termination, or further defer the due
dates for the payment of such amounts, without the consent of the affected
Participant. Notwithstanding the provisions of paragraph 5(f), in connection
with any termination of the Plan the Compensation Committee shall have the
authority to cause the Accounts of all Participants to be paid in a single cash
payment as of a date determined by the Compensation Committee or to otherwise
accelerate the payment of Accounts in such manner as the Compensation Committee
shall determine in its discretion. In that regard, upon any termination of the
Plan the amount of any payment to a Participant (or beneficiary of a deceased
Participant) who is receiving annual installments pursuant to paragraph 5(h)
shall be the Single Sum Value of the Participant's Cash Account determined as of
the selected determination date. Notwithstanding the foregoing, the accelerated
payment of Participant Accounts described above shall be limited to the
Participants' Cash Accounts to the extent necessary to insure that Stock Units
under the Plan do not constitute "derivative securities" that are subject to the
short-swing profit recovery rules of Section 16 of the Securities Exchange Act
of 1934, and in such case a Participant's Stock Account shall continue to be
adjusted and shall be paid as and when provided by the Plan without regard to
such action to terminate the Plan.
7. CLAIMS PROCEDURES:
(a) General. In the event that a Claimant has a Claim under the Plan,
such Claim shall be made by the Claimant's filing a notice thereof with the Plan
Administrator within ninety (90) days after such Claimant first has knowledge of
such Claim. Each Claimant who has submitted a Claim to the Plan Administrator
shall be afforded a reasonable opportunity to state such Claimant's position and
to present evidence and other material relevant to the Claim to the Plan
Administrator for its consideration in rendering its decision with respect
thereto. The Plan Administrator shall render its decision in writing within
ninety (90) days after the Claim is referred to it, unless special circumstances
require an extension of such time within which to render such decision, in which
event such decision shall be rendered no later than one hundred eighty (180)
days after the Claim is referred to it. A copy of such written decision shall be
furnished to the Claimant.
(b) Notice of Decision of Plan Administrator. Each Claimant whose Claim
has been denied by the Plan Administrator shall be provided written notice
thereof, which notice shall set forth:
(i) the specific reason(s) for the denial;
<PAGE>
(ii) specific reference to pertinent provision(s) of the Plan upon
which such denial is based;
(iii) a description of any additional material or information
necessary for the Claimant to perfect such Claim and an explanation of
why such material or information is necessary; and
(iv) an explanation of the procedure hereunder for review of such
Claim;
all in a manner calculated to be understood by such Claimant.
(c) Review of Decision of Plan Administrator. Each such Claimant shall
be afforded a reasonable opportunity for a full and fair review of the decision
of the Plan Administrator denying the Claim. Such review shall be by the
Corporate Benefits Committee. Such appeal shall be made within ninety (90) days
after the Claimant received the written decision of the Plan Administrator and
shall be made by the written request of the Claimant or such Claimant's duly
authorized representative of the Corporate Benefits Committee. In the event of
appeal, the Claimant or such Claimant's duly authorized representative may
review pertinent documents and submit issues and comments in writing to the
Corporate Benefits Committee. The Corporate Benefits Committee shall review the
following:
(i) the initial proceedings of the Plan Administrator with respect
to such Claim;
(ii) such issues and comments as were submitted in writing by the
Claimant or the Claimant's duly authorized representative; and
(iii) such other material and information as the Corporate Benefits
Committee, in its sole discretion, deems advisable for a full and fair
review of the decision of the Plan Administrator.
The Corporate Benefits Committee may approve, disapprove or modify the decision
of the Plan Administrator, in whole or in part, or may take such other action
with respect to such appeal as it deems appropriate. The decision of the
Corporate Benefits Committee with respect to such appeal shall be made promptly,
and in no event later than sixty (60) days after receipt of such appeal, unless
special circumstances require an extension of such time within which to render
such decision, in which event such decision shall be rendered as soon as
possible and in no event later than one hundred twenty (120) days following
receipt of such appeal. The decision of the Corporate Benefits Committee shall
be in writing and in a manner calculated to be understood by the Claimant and
shall include specific reasons for such decision and set forth specific
references to the pertinent provisions of the Plan upon
<PAGE>
which such decision is based. The Claimant shall be furnished a copy of the
written decision of the Corporate Benefits Committee. Such decision shall be
final and conclusive upon all persons interested therein, except to the extent
otherwise provided by applicable law.
8. APPLICABLE LAW:
The Plan shall be construed, administered, regulated and governed in
all respects under and by the laws of the United States to the extent
applicable, and to the extent such laws are not applicable, by the laws of the
state of North Carolina.
9. MISCELLANEOUS:
A Participant's rights and interests under the Plan may not be assigned
or transferred by the Participant. The Plan shall be an unsecured, unfunded
arrangement. To the extent the Participant acquires a right to receive payments
from the Corporation under the Plan, such right shall be no greater than the
right of any unsecured general creditor of the Corporation. Nothing contained
herein shall be deemed to create a trust of any kind or any fiduciary
relationship between the Corporation and any Participant. The Plan shall be
binding on the Corporation and any successor in interest of the Corporation.
IN WITNESS WHEREOF, this instrument has been executed by an authorized
officer of the Corporation as of the 24th day of April, 1996.
NATIONSBANK CORPORATION
By: /s/C. J. Cooley
C. J. Cooley
Executive Vice President
"Corporation"
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<DESCRIPTION>EXHIBIT 10(V)
<TEXT>
NATIONSBANK CORPORATION
KEY EMPLOYEE STOCK PLAN
Effective Date: January 1, 1995
(As amended and restated effective December 20, 1996)
<PAGE>
CONTENTS
- ---------------------------------------------------------------------------
PAGE
Article 1. Establishment, Purpose, and Duration 1
Article 2. Definitions 1
Article 3. Administration 6
Article 4. Shares Subject to the Plan 7
Article 5. Eligibility and Participation 8
Article 6. Stock Options 8
Article 7. Stock Appreciation Rights 10
Article 8. Restricted Stock 12
Article 9. Performance Shares 14
Article 10. Performance Measures 15
Article 11. Beneficiary Designation 15
Article 12. Deferrals 16
Article 13. Rights of Key Employees 16
Article 14. Change in Control 16
Article 15. Amendment, Modification, and Termination 19
Article 16. Withholding 19
Article 17. Indemnification 20
Article 18. Successors 20
Article 19. Legal Construction 20
<PAGE>
NATIONSBANK CORPORATION
KEY EMPLOYEE STOCK PLAN
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. NationsBank Corporation, a North Carolina
corporation (hereinafter referred to as the "Company"), hereby establishes an
incentive compensation plan to be known as the "NationsBank Corporation Key
Employee Stock Plan" (hereinafter referred to as the "Plan"), as set forth in
this document. The Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock and
Performance Shares.
Subject to approval by the Company's shareholders, the Plan shall become
effective as of January 1, 1995 (the "Effective Date") and shall remain in
effect as provided in Section 1.3 hereof.
1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success
and enhance the value of the Company by linking the personal interests of
Participants to those of the Company's shareholders, and by providing
Participants with an incentive for outstanding performance.
The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants upon whose
judgment, interest and special effort the successful conduct of its operation
largely is dependent.
1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 15 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in no event
may an Award be granted under the Plan after December 31, 2004.
ARTICLE 2. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized:
2.1 "AWARD" means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock or Performance Shares.
2.2 "AWARD AGREEMENT" means an agreement entered into by the Company and
each Participant setting forth the terms and provisions applicable to Awards
granted under this Plan.
2.3 "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.
1
<PAGE>
2.4 "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
2.5 "CHANGE IN CONTROL" of the Company means, and shall be deemed to have
occurred upon, any of the following events:
(a) The acquisition by any Person of Beneficial Ownership of twenty-five
percent (25%) or more of either:
(i) The then-outstanding Shares (the "Outstanding Shares"); or
(ii) The combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the
election of Directors (the "Outstanding Voting Securities");
provided, however, that the following acquisitions shall not
constitute a Change in Control: (A) any acquisition directly from
the Company or pursuant to a written agreement to which the
Company is a party, as such written agreement is more
particularly described in Section 55-9A-01(b)(3)f and g of the
North Carolina Business Corporation Act as ratified by the North
Carolina General Assembly on June 8, 1989, (B) any acquisition by
the Company or any of its Subsidiaries, (C) any acquisition by
any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its Subsidiaries, (D) any
acquisition by any corporation with respect to which, following
such acquisition, more than fifty percent (50%) of, respectively,
the then-outstanding shares of common stock of such corporation
and the combined voting power of the then-outstanding voting
securities of such corporation entitled to vote generally in the
election of directors are then beneficially owned by all or
substantially all of the Persons who were the Beneficial Owners,
respectively, of the Outstanding Shares and Outstanding Voting
Securities immediately prior to such acquisition in substantially
the same proportions as their Beneficial Ownership, immediately
prior to such acquisition, of the Outstanding Shares and
Outstanding Voting Securities, as the case may be; or
(b) Individuals who, as of the Effective Date, constitute the Board of
Directors (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board of Directors; provided, however, that
any individual who becomes a Director subsequent to the Effective Date
and whose election, or whose nomination for election by the Company's
shareholders, to the Board of Directors was either (i) approved by a
vote of at least a majority of the Directors then comprising the
Incumbent Board or (ii) recommended by a Nominating Committee
comprised entirely of Directors who are then Incumbent Board members
shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act), other
actual or threatened solicitation of proxies or consents or an actual
or threatened tender offer; or
2
<PAGE>
(c) Approval by the Company's shareholders of a reorganization, merger, or
consolidation, in each case, with respect to which all or
substantially all of the Persons who were the Beneficial Owners,
respectively, of the Outstanding Shares and Outstanding Voting
Securities immediately prior to such reorganization, merger, or
consolidation do not, following such reorganization, merger, or
consolidation, beneficially own more than fifty percent (50%) of,
respectively, the then-outstanding shares of common stock and the
combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such reorganization, merger,
or consolidation in substantially the same proportions as their
Beneficial Ownership, immediately prior to such reorganization,
merger, or consolidation, of the Outstanding Shares and Outstanding
Voting Securities, as the case may be; or
(d) Approval by the Company's shareholders of:
(i) A complete liquidation or dissolution of the Company; or
(ii) The sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with respect
to which following such sale or other disposition, more than
fifty percent (50%) of, respectively, the then-outstanding shares
of common stock of such corporation and the combined voting power
of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned by all or substantially all of the Persons who
were the Beneficial Owners, respectively, of the Outstanding
Shares and Outstanding Voting Securities immediately prior to
such sale or other disposition in substantially the same
proportion as their Beneficial Ownership, immediately prior to
such sale or other disposition, of the Outstanding Shares and
Outstanding Voting Securities, as the case may be.
2.6 "CODE" means the Internal Revenue Code of 1986, as amended from time
to time. References to the Code shall include the valid and binding governmental
regulations, court decisions and other regulatory and judicial authority issued
or rendered thereunder.
2.7 "COMMITTEE" means the Stock Option Committee of the Board, as
specified in Article 3 herein, appointed by the Board to administer the Plan
with respect to grants of Awards.
2.8 "COMPANY" means NationsBank Corporation, a North Carolina
corporation, and any successor as provided in Article 18 herein.
2.9 "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company.
2.10 "DISABILITY," with respect to a Participant, means "disability" as
defined from time to time under any long-term disability plan of the Company or
Subsidiary with which the Participant is employed.
3
<PAGE>
2.11 "EARNINGS PER SHARE" means "earnings per common share" of the Company
determined in accordance with generally accepted accounting principles that
would be reported in the Company's Annual Report to Shareholders.
2.12 "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.
2.13 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.
2.14 "FAIR MARKET VALUE" shall be determined on the basis of the closing
sale price on the New York Stock Exchange (or such other principal securities
exchange on which the Shares are traded if the Shares are no longer traded on
the New York Stock Exchange) or, if there is no such sale on the relevant date,
then on the last previous day on which a sale was reported.
2.15 "FREESTANDING SAR" means an SAR that is granted independently of any
Options.
2.16 "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares,
granted under Article 6 herein, and which is designated as an Incentive Stock
Option which is intended to meet the requirements of Section 422 of the Code.
2.17 "INSIDER" shall mean an individual who is, on the relevant date, an
officer, director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.
2.18 "KEY EMPLOYEE" means an employee of the Company, including an officer
of the Company, in a managerial or other important position who, by virtue of
such employee's ability, qualifications and performance, has made important
contributions to the Company, all as determined by the Committee in its
discretion.
2.19 "NAMED EXECUTIVE OFFICER" means, for a calendar year, a Participant
who is one of the group of "covered employees" for such calendar year within the
meaning of Code Section 162(m) or any successor statute.
2.20 "NET INCOME" means "net income" of the Company determined in
accordance with generally accepted accounting principles that would be reported
in the Company's Annual Report to Shareholders.
2.21 "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares granted to Key Employees under Article 6 herein, and which is not
intended to meet the requirements of Code Section 422.
2.22 "OPTION" means an Incentive Stock Option or a Nonqualified
Stock Option.
4
<PAGE>
2.23 "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option.
2.24 "PARTICIPANT" means a Key Employee who has outstanding an Award
granted under the Plan.
2.25 "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
set forth in Code Section 162(m)(4)(C) from the deductibility limitations of
Code Section 162(m).
2.26 "PERFORMANCE SHARE" means an Award granted to an Key Employee, as
described in Article 9 herein.
2.27 "PERIOD OF RESTRICTION" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of time,
the achievement of performance goals, or upon the occurrence of other events as
determined by the Committee, at its discretion), and the Shares are subject to a
substantial risk of forfeiture, as provided in Article 8 herein.
2.28 "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d) thereof.
2.29 "RESTRICTED STOCK" means an Award granted to a Participant pursuant to
Article 8 herein.
2.30 "RETIREMENT" of a Participant means the Participant's termination of
employment with the Company and Subsidiaries (other than by reason of death)
after the Participant has attained both (i) age fifty (50) and (ii) a combined
age and years of "Vesting Service" under the NationsBank Pension Plan equal to
at least seventy-five (75).
2.31 "RETURN ON ASSETS" means "return on average assets" of the Company
determined in accordance with generally accepted accounting principles that
would be reported in the Company's Annual Report to Shareholders.
2.32 "RETURN ON EQUITY" means "return on average common shareholders'
equity" of the Company determined in accordance with generally accepted
accounting principles that would be reported in the Company's Annual Report to
Shareholders.
2.33 "SHARES" means the shares of Common Stock of the Company.
2.34 "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted alone or
in connection with a related Option, designated as an SAR, pursuant to the terms
of Article 7 herein.
2.35 "SUBSIDIARY" means any corporation, partnership, joint venture,
affiliate, or other entity in which the Company has an ownership interest, and
which the Committee designates as a participating entity in the Plan.
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2.36 "TANDEM SAR" means an SAR that is granted in connection with a related
Option, the exercise of which shall require forfeiture of the right to purchase
a Share under the related Option (and when a Share is purchased under the
Option, the Tandem SAR shall similarly be canceled).
2.37 "TOTAL SHAREHOLDER RETURN" means the percentage change of an initial
investment in Shares over a specified period assuming reinvestment of all
dividends during the period.
ARTICLE 3. ADMINISTRATION
3.1 THE COMMITTEE. The Plan shall be administered by the Stock Option
Committee of the Board or by any other Committee appointed by the Board
consisting of not less than two (2) Directors. All of the members of the
Committee shall comply with the "disinterested administration" rules of Rule
16b-3 under the Exchange Act. The members of the Committee shall be appointed
from time to time by, and shall serve at the discretion of, the Board of
Directors. In addition, any action taken with respect to Named Executive
Officers for purposes of meeting the Performance-Based Exception shall be taken
by the Committee only if all of the members of the Committee are "outside
directors" within the meaning of Code Section 162(m). If all of the members of
the Committee are not "outside directors," such action shall be taken by a
subcommittee of the Committee comprised of at least two (2) members who are
"outside directors."
3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law, or by the
Articles of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select Key Employees
who shall participate in the Plan; determine the sizes and types of Awards;
determine the terms and conditions of Awards in a manner consistent with the
Plan; construe and interpret the Plan and any agreement or instrument entered
into under the Plan; establish, amend, or waive rules and regulations for the
Plan's administration; and (subject to the provisions of Article 15 herein),
amend the terms and conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as provided in the
Plan. Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan. As permitted by law,
the Committee may delegate its authority as identified herein.
3.3 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its shareholders, employees, Participants, and their
estates and beneficiaries.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES AVAILABLE FOR GRANTS. Beginning on the Effective Date,
there is hereby reserved for issuance under the Plan a number of shares equal
to:
(a) seventy-five one hundredths of a percent (0.75%) of the outstanding
Shares as of the first business day of each calendar year beginning
with calendar year 1995 and continuing through calendar year 2004;
plus
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(b) the Shares available for issuance under the Company's 1986 Restricted
Stock Award Plan (the "1986 Plan") as of January 31, 1995.
Such Shares available for grants of Awards in any year shall be increased by the
number of Shares available under this Section 4.1 in previous years but not
covered by Awards granted under this Plan in those years plus any Shares as to
which Awards granted under this Plan have lapsed, expired, terminated, or been
canceled. In addition, any Shares as to which Awards under the Company's 1986
Plan may lapse, expire, terminate, or be canceled, shall also be reserved and
available for issuance or reissuance under this Section 4.1 in any calendar
year. No further awards are to be granted under the 1986 Plan after January 31,
1995; provided that any outstanding awards under the 1986 Plan shall continue to
remain outstanding in accordance with the terms thereof. In addition, the
Company has entered an Agreement and Plan of Merger with Boatmen's Bancshares,
Inc. ("Boatmen's"). In the event the Boatmen's transaction is consummated, an
additional Five Million Two Hundred Fifty Thousand (5,250,000) Shares shall be
made available for grants of Awards under the Plan beginning effective as of the
consummation of such transaction. In no event shall a Participant receive an
Award or Awards during any one (1) calendar year covering in the aggregate more
than Two Hundred Fifty Thousand (250,000) Shares. In addition, in no event shall
the total number of Incentive Stock Options granted during the ten (10) year
term of the Plan cover in the aggregate more than the product of (i) ten (10)
times (ii) seventy-five one hundredths of a percent (0.75%) of the outstanding
Shares as of the first business day of calendar year 1995. The number of Shares
reserved for issuance under this Section 4.1 and the limitations on the number
of Incentive Stock Option Awards and annual Awards to individuals set forth
above shall be subject to adjustment as provided in Section 4.3.
4.2 LAPSED AWARDS. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason (with the exception of the
termination of a Tandem SAR upon exercise of the related Option, or the
termination of a related Option upon exercise of the corresponding Tandem SAR),
any Shares subject to such Award again shall be available for the grant of an
Award under the Plan.
4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under the
Plan and in the number and class of and/or price of Shares subject to
outstanding Awards granted under the Plan, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights; provided, however, that the number of Shares
subject to any Award shall always be a whole number.
ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1 ELIGIBILITY. Persons eligible to participate in this Plan are all Key
Employees of the Company, as determined by the Committee, including Key
Employees who are Directors, but excluding Directors who are not Key Employees.
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5.2 ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Key Employees those
to whom Awards shall be granted and shall determine the nature and amount of
each Award.
5.3 FOREIGN EMPLOYEES. Notwithstanding any provision of the Plan to the
contrary, in order to foster and promote achievement of the purposes of the Plan
or to comply with provisions of laws in other countries in which the Company
operates or has employees, the Committee, in its sole discretion, shall have the
power and authority to (i) determine which Key Employees (if any) employed
outside the United States are eligible to participate in the Plan, (ii) modify
the terms and conditions of any Awards made to such Key Employees and (iii)
establish subplans, modified Option exercise and other terms and procedures to
the extent such actions may be necessary or advisable.
ARTICLE 6. STOCK OPTIONS
6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Key Employees in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee.
6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO within the meaning of Section 422 of the Code,
or an NQSO whose grant is intended not to fall under Code Section 422.
6.3 OPTION PRICE. The Option Price for each grant of an Option under this
Plan shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the date the Option is granted.
6.4 DURATION OF OPTIONS. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date of its
grant.
6.5 EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approv