EXHIBIT 3
FORM OF
ASSIGNMENT, ASSUMPTION
AND AMENDMENT #2 TO THE
DEPOSIT AGREEMENT
This Assignment, Assumption and Amendment #2 (this
"Agreement") is made as of this ____ day of January, 1997, by
and among NationsBank Corporation, a corporation duly organized
and existing under the laws of the State of North Carolina
("NationsBank"), NB Holdings Corporation ("Holdings"), a corpo-
ration duly organized and existing under the laws of the State
of Delaware, a wholly-owned subsidiary of NationsBank and the
successor by merger to Boatmen's Bancshares, Inc., a Missouri
corporation ("Boatmen's"), Boatmen's Trust Company, a corpora-
tion duly organized and existing under the laws of the State of
Missouri and wholly-owned subsidiary of Holdings (the "Old De-
positary") and ChaseMellon Shareholder Services, L.L.C., a lim-
ited liability company organized and existing under the laws of
the state of New Jersey (the "New Depositary"), and relates to
the Deposit Agreement, dated February 24, 1992, as amended (the
"Deposit Agreement"), by and between Holdings and the Old De-
positary. All capitalized terms used herein but not defined
herein shall have the meanings assigned to them in the Deposit
Agreement.
WITNESSETH:
WHEREAS, pursuant to the Deposit Agreement, a copy of
which is attached hereto as Exhibit A, all shares of Cumulative
Convertible Preferred Stock, Series A, of Boatmen's were depos-
ited with the Old Depositary in exchange for the issuance of
the Receipts representing Boatmen's depositary shares (each of
which depositary share represented one-sixteenth of an interest
in a share of Cumulative Convertible Preferred Stock, Series A,
of Boatmen's);
WHEREAS, pursuant to the Deposit Agreement, the Old
Depositary acts as Registrar, Transfer Agent and Depositary
with respect to said Receipts, all subject to the terms and
conditions set forth in the Deposit Agreement;
WHEREAS, as of the date hereof, Boatmen's merged with
and into Holdings (the "Merger") pursuant to that certain
Agreement and Plan of Merger, dated August 29, 1996, as
amended, by and among Boatmen's, Holdings and NationsBank (the
"Merger Agreement"), by which Holdings assumed the rights and
obligation of Boatmen's under the Deposit Agreement by opera-
tion of law;
WHEREAS, pursuant to the Merger Agreement, each share
of Cumulative Convertible Preferred Stock, Series A, of
Boatmen's was converted into a share of Cumulative Convertible
Preferred Stock, Series A, of NationsBank;
WHEREAS, the parties hereto desire that Holdings as-
sign and NationsBank assume the rights, privileges, duties and
obligations that Holdings acquired from Boatmen's in the Merger
by operation of law which arise or accrue after the date of
this Agreement and which are set forth in the Deposit Agree-
ment, as amended herein;
WHEREAS, the Old Depositary desires to resign as Reg-
istrar, Transfer Agent and Depositary with respect to said Re-
ceipts and Nationsbank desires to appoint the New Depositary as
Registrar, Transfer Agent and Depositary with respect to said
Receipts, all subject to the terms and conditions set forth in
the Deposit Agreement; and
WHEREAS, the parties hereto desire to amend the De-
posit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises, the
parties hereto agree as follows:
ASSIGNMENT, ASSUMPTION, RESIGNATION AND APPOINTMENT
Section 1.01. Assignment. Holdings hereby assigns
to NationsBank all of the rights, privileges, duties and obli-
gations that Holdings acquired from Boatmen's under the Merger
by operation of law which arise or accrue after the date of
this Agreement and which are set forth in the Deposit Agree-
ment, as amended herein.
Section 1.02. Assumption. NationsBank hereby as-
sumes from Holdings all of the rights, privileges, duties and
obligations that Holdings acquired from Boatmen's pursuant to
the Merger by operation of law which arise or accrue after the
date of this Agreement and which are set forth in the Deposit
Agreement, as amended herein.
Section 1.03. Resignation. Pursuant to Section 5.04
of the Deposit Agreement, the Old Depositary hereby resigns,
effective immediately, as Registrar, Transfer Agent and Deposi-
tary under the Deposit Agreement.
Section 1.04. Appointment and Acceptance. Pursuant
to Section 5.04 of the Deposit Agreement, (i) NationsBank
hereby appoints the New Depositary, effective immediately, as
Registrar, Transfer Agent and Depositary under the Deposit
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Agreement, (ii) the New Depositary hereby accepts such appoint-
ment, and (iii) the Old Depositary hereby (a) transfers to the
New Depositary all rights and powers of the Old Depositary un-
der the Deposit Agreement, as amended herein, (b) delivers to
the New Depositary a list of the record holders of all out-
standing Receipts, and (c) assigns, transfers and delivers all
of its right, title and interest in the Deposited Stock and any
moneys or property held by the Old Depositary under the Deposi-
tary Agreement.
AMENDMENT #2
The Deposit Agreement is hereby amended as follows:
Section 2.01. Amended Definitions. Article I of the
Deposit Agreement is hereby amended as follows:
a. The definition of "Common Stock" is hereby
amended to read as follows:
"The term "Common Stock" shall mean the common
stock, of the Company or any security into which
the Common Stock may be converted."
b. The definition of "Company" is hereby amended to
read as follows:
"The term "Company" shall mean NationsBank Cor-
poration, incorporated under the laws of the
State of North Carolina and its successors."
c. The definition of "Depositary" is hereby amended
to read as follows:
"The term "Depositary" shall mean ChaseMellon
Shareholder Services, L.L.C., a limited liabil-
ity company existing under the laws of the State
of New Jersey, and any successor in its role as
Depositary, Registrar and Transfer Agent hereun-
der."
d. The definition of "Registrar" is hereby amended
to read as follows:
"The term "Registrar" shall mean ChaseMellon
Shareholder Services, L.L.C., a limited liabil-
ity company existing under the laws of the State
of New Jersey, or any bank or trust company
which shall be appointed to register ownership
and transfers of Receipts as herein provided."
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e. The definition of "Registration Statement" is
hereby amended to read as follows:
"The term "Registration Statement" shall mean
the Registration Statement on Form S-4 of the
Company (Registration No. 333-16189), declared
effective on November 18, 1996 relating to,
among other things, the offering of the Deposi-
tary Shares."
f. The definition of "Securities Division" is
hereby amended to read as follows:
"The term "Securities Division" shall mean the
principal office of ChaseMellon Shareholder Ser-
vices, L.L.C., at which at any particular time
its corporate trust business shall have the re-
sponsibilities for the administration of this
Agreement and obligations hereunder."
g. The definition of "Transfer Agent" is hereby
amended to read as follows:
"The term "Transfer Agent" shall mean ChaseMel-
lon Shareholder Services, L.L.C., a limited li-
ability company existing under the laws of the
State of New Jersey, or any bank or trust com-
pany which shall be appointed to transfer the
Receipts as herein provided."
Section 2.02. Amended Notice Provision. Article
VII, Section 7.04, paragraph 1, of the Deposit Agreement is
hereby amended to read as follows:
"Any and all notices to be given to the Company
hereunder or under the Receipts shall be in
writing and shall be deemed to have been duly
given if personally delivered or sent by mail or
by telegram or telex confirmed by letter, ad-
dressed to the Company at NationsBank Corporate
Center, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx
Xxxxxxxx 00000, attention Corporate Secretary,
or at any other place of which the Company has
notified the Depositary in writing."
Section 2.03. Amended Form of Certificate of Desig-
nation. The Company's Form of Certificate of Designation, at-
tached to the Assignment and Assumption of and Amendment #1 to
the Deposit Agreement as Exhibit B, is hereby replaced by the
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Amended and Restated Articles of Incorporation of NationsBank
as set forth in Exhibit B attached hereto.
Section 2.04. Amended Form of Receipts. The Form of
Receipts, attached to the Assignment and Assumption of and
Amendment #1 to the Deposit Agreement as Exhibit C, is hereby
replaced as set forth in Exhibit C attached hereto.
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IN WITNESS WHEREOF, NationsBank, Holdings, the New
Depositary and the Old Depositary have duly executed this
Agreement as of the day and year first set forth above.
NATIONSBANK CORPORATION
By:
Name:
Title:
NB HOLDINGS CORPORATION
By:
Name:
Title:
BOATMEN'S TRUST COMPANY
By:
Name:
Title:
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By:
Name:
Title:
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