EXHIBIT 99.7
FORM
OF
PROXY NATIONSBANK CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF SHAREHOLDERS, DECEMBER 20, 1996
The undersigned shareholder of NationsBank Corporation hereby appoints
Edward J. Brown, III, Eileen M. Friars and Anthony T. Grant or any of them
acting by majority or acting singly in the absence of the others, attorneys and
proxies, with full power of substitution, to represent the undersigned and vote
all of the shares of Common Stock of NationsBank Corporation which the
undersigned is entitled to vote at the Special Meeting of Shareholders to be
held in the International Trade Center, 200 North College Street, Charlotte,
North Carolina, on Friday, December 20, 1996, at 11:00 A.M. (local time) or any
adjournment(s) thereof:
The shares represented by this proxy will be voted as directed by the
shareholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR" Proposals 1, 2 and 3.
1. Approval of the Issuance of Common Stock and Cumulative Convertible Preferred
Stock, Series A, of NationsBank Corporation in the Merger of Boatmen's
Bancshares, Inc. and NationsBank Corporation.
For [ ] Against [ ] Abstain
2. Adoption of the Amendment to the Restated Articles of Incorporation of
NationsBank Corporation.
For [ ] Against [ ] Abstain
PLEASE SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
(This Proxy is continued on the reverse side)
(This Proxy is continued from other side)
3. Adoption of the Amended and Restated NationsBank Corporation Key Employee
Stock Plan.
For [ ] Against [ ] Abstain
The undersigned hereby authorizes the proxies to vote in their discretion on
any other business which may properly be brought before the meeting or any
adjournment thereof.
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Signature
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Signature
Date
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Please mark, date and sign as your
name appears above and return in
the enclosed envelope. If acting
as executor, administrator,
trustee, guardian, etc., you
should so indicate when signing.
If the signer is a corporation,
please sign in full corporate name
by duly authorized officer.
I PLAN TO ATTEND THE SPECIAL MEETING: Yes [ ] No [ ]
Your vote is important to us. Whether or not you expect to attend the
Special Meeting, please complete, sign and return the attached proxy card
promptly in the accompanying envelope. The envelope requires no postage if
mailed in the United States.