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NATIONSBANK ANNOUNCES DEFINITIVE AGREEMENT TO INVEST $200 MILLION IN MNC FINANCIAL, INC.

 NATIONSBANK ANNOUNCES DEFINITIVE AGREEMENT
 TO INVEST $200 MILLION IN MNC FINANCIAL, INC.
 CHARLOTTE, N.C., JULY 17, 1992 -- NationsBank Corporation (NYSE: NB) announced today it has signed a definitive agreement with MNC Financial, Inc. (NYSE: MNC) for NationsBank to invest $200 million in MNC through a private placement of newly issued non-voting preferred stock, a common-equivalent security, at a price equal to $11.75 per share of MNC common stock. The investment will give NationsBank shares representing approximately 16 percent of MNC's outstanding common stock.
 As part of the transaction, NationsBank and MNC have entered into a merger agreement providing NationsBank with the option to acquire MNC. The option is exercisable through September 30, 1997 based upon a book value formula price for MNC, subject to a minimum merger price payable in NationsBank stock or cash of $14 per share if the option is exercised prior to September 30, 1995 and $15 per share thereafter.
 The funding of the $200 million investment is subject, among other things, to NationsBank securing various necessary regulatory assurances, including that NationsBank would not be held responsible for the safety and soundness of MNC unless the option is exercised and a merger is consummated. While it is anticipated that the investment will be consummated during the third quarter, there can be no assurances the necessary approvals will be obtained or as to what limitations or conditions the bank regulatory agencies might impose. In the event NationsBank elects to exercise its option to merge with MNC, the merger will be subject to MNC shareholder approval, regulatory approvals and other customary conditions.
 Hugh McColl, NationsBank chief executive officer, commented: "We believe our substantial investment will assist MNC in its ongoing successful recovery to a healthy, vigorous banking institution. We are very excited about the improving outlook for MNC and look forward to participating with all shareholders in the continuing enhancement of MNC's business and operations. We are impressed with the strength of MNC's franchise and the rebuilding strategies and plans of the MNC board and management under the leadership of Chairman Al Lerner. We are extremely hopeful that MNC continues on the road to recovery, enabling us to exercise -- at an appropriate time -- our option to acquire MNC through merger. MNC's banking franchise would enable NationsBank to better serve a vital and growing market in Maryland, Virginia and the District of Columbia."
 McColl said that Frank Bramble, chief executive officer of MNC, and his management team "have done a superb job in guiding their company through the difficulties posed by the decline of real estate values in their market."
 "This capital infusion will allow the MNC team to get back on offense," McColl continued. "With the strength provided by our investment, they will be able to focus on serving their customers, meeting the credit needs of their communities and generating new business opportunities."
 MNC's chairman, Alfred Lerner, who has committed to support the NationsBank transaction, stated that "increasing capital, stabilizing our businesses and improving credit quality have been among our highest priorities. The NationsBank strategic investment enables us to continue to deal aggressively with our rebuilding effort. The investment by NationsBank in MNC is a strong vote of confidence in the future of this banking organization and its people".
 MNC, which owns the largest bank in Maryland, has total assets of $16 billion and 241 branches throughout the District of Columbia, Maryland and Virginia. Its banking subsidiaries are Maryland National Bank, American Security Bank in the District of Columbia and Virginia Federal Savings Bank.
 NationsBank, the fourth largest banking company in the U.S., has total assets of $111 billion and more than 1,800 banking offices in nine states and the District of Columbia. As part of this network, NationsBank has 149 banking offices throughout the current MNC market area.
 -0- 7/17/92
 EDITOR'S NOTE: Members of the news media interested in asking questions of NationsBank executives may do so through a telephone press briefing Friday, at 10 a.m., EDT. Those who wish to participate may call (913) 749-9310, ID No. NB099.
 /CONTACT: News Media - Dick Stilley, 704-386-8135, or Virginia S. Mackin, 704-386-5501; Securities Analysts - Russell J. Page, 704-386-5667, all of NationsBank Corporation/
 (NB MNC) CO: NationsBank Corporation; MNC Financial, Inc. ST: North Carolina, Maryland IN: FIN SU: TNM


CM -- CH001 -- 0068 07/17/92 07:35 EDT
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Date:Jul 17, 1992
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