POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of NationsBank Corporation, and
the several undersigned Officers and Directors thereof whose signatures appear
below, hereby makes, constitutes and appoints Paul J. Polking and Charles M.
Berger, and each of them acting individually, its and his true and lawful
attorneys, with power to act without any other and with full power of
substitution, to execute, deliver and file in its or his name and on its or his
behalf, and in each of the undersigned Officer's and Director's capacity or
capacities as shown below, (a) a Registration Statement on Form S-3 (or other
appropriate form) with respect to the registration under the Securities Act of
1933, as amended, of up to $3,000,000,000 in aggregate initial offering price of
(i) NationsBank Corporation's unsecured debt securities, which may be either
senior or subordinated and which may include medium-term notes and debt
denominated in foreign currencies, (ii) shares of NationsBank Corporation
preferred stock, which may be represented by depositary shares, and (iii) shares
of NationsBank Corporation common stock (the debt securities, preferred stock
and common stock hereinafter collectively referred to as the "Securities"),
which Securities may be offered separately or together, in separate series and
in amounts, at prices and on terms to be determined at the time of sale, all as
authorized by the Board of Directors of NationsBank Corporation as of December
20, 1994, and all documents in support thereof or supplemental thereto and any
and all amendments, including any and all pre-effective and post-effective
amendments, to the foregoing (hereinafter collectively called the "Registration
Statement"), and (b) such registration statements, petitions, applications,
consents to service of process or other instruments, any and all documents in
support thereof or supplemental thereto, and any and all amendments or
supplements to the foregoing, as may be necessary or advisable to qualify or
register the securities covered by said Registration Statement under such
securities laws, regulations and requirements as may be applicable; and each of
NationsBank Corporation and said Officers and Directors hereby grants to said
attorneys, and to each of them, full power and authority to do and perform each
and every act and thing whatsoever as said attorneys or attorney may deem
necessary or advisable to carry out fully the intent of this power of attorney
to the same extent and with the same effect as NationsBank Corporation might or
could do, and as each of said Officers and Directors might or could do
personally in his capacity or capacities as aforesaid, and each of NationsBank
Corporation and said Officers and Directors hereby ratifies and confirms all
acts and things which said attorneys or attorney might do or cause to be done by
virtue of this power of attorney and its or his signature as the same may be
signed by said attorneys or attorney, or any of them, to any or all of the
following (and/or any and all amendments and supplements to any or all thereof):
such Registration Statement under the Securities Act of 1933, as amended, and
all such registration statements, petitions, applications, consents to service
of process and other instruments, and any and all documents in support thereof
or supplemental thereto, under such securities laws, regulations and
requirements as may be applicable.
IN WITNESS WHEREOF, NationsBank Corporation has caused this power of
attorney to be signed on its behalf, and each of the undersigned Officers and
Directors in the capacity or capacities noted has hereunto set his hand as of
the date indicated below.
NATIONSBANK CORPORATION
(Registrant)
By: /s/ HUGH L. MCCOLL, JR.
HUGH L. MCCOLL, JR.
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
Dated: December 20, 1994
SIGNATURE TITLE DATE
/s/ HUGH L. MCCOLL, JR. Chairman, Chief Executive Officer and December 20, 1994
(HUGH L. MCCOLL, JR.) Director (Principal Executive Officer)
/s/ JAMES H. HANCE, JR. Chief Financial Officer December 20, 1994
(JAMES H. HANCE, JR.) (Principal Financial Officer)
/s/ MARC D. OKEN Executive Vice President and Chief December 20, 1994
Accounting Officer (Principal Accounting
(MARC D. OKEN) Officer)
SIGNATURE TITLE DATE
/s/ RONALD W. ALLEN Director December 20, 1994
(RONALD W. ALLEN)
/s/ WILLIAM M. BARNHARDT Director December 20, 1994
(WILLIAM M. BARNHARDT)
/s/ THOMAS M. BELK Director December 20, 1994
(THOMAS M. BELK)
/s/ THOMAS E. CAPPS Director December 20, 1994
(THOMAS E. CAPPS)
/s/ R. EUGENE CARTLEDGE Director December 20, 1994
(R. EUGENE CARTLEDGE)
/s/ CHARLES W. COKER Director December 20, 1994
(CHARLES W. COKER)
/s/ THOMAS G. COUSINS Director December 20, 1994
(THOMAS G. COUSINS)
(ALAN T. DICKSON) Director December , 1994
/s/ W. FRANK DOWD, JR. Director December 20, 1994
(W. FRANK DOWD, JR.)
/s/ A. L. ELLIS Director December 20, 1994
(A. L. ELLIS)
/s/ PAUL FULTON Director December 20, 1994
(PAUL FULTON)
/s/ L. L. GELLERSTEDT, JR. Director December 20, 1994
(L. L. GELLERSTEDT, JR.)
(TIMOTHY L. GUZZLE) Director December , 1994
(E. BRONSON INGRAM) Director December , 1994
SIGNATURE TITLE DATE
/s/ W. W. JOHNSON Director December 20, 1994
(W. W. JOHNSON)
/s/ BUCK MICKEL Director December 20, 1994
(BUCK MICKEL)
/s/ JOHN J. MURPHY Director December 20, 1994
(JOHN J. MURPHY)
/s/ JOHN C. SLANE Director December 20, 1994
(JOHN C. SLANE)
/s/ JOHN W. SNOW Director December 20, 1994
(JOHN W. SNOW)
/s/ MEREDITH R. SPANGLER Director December 20, 1994
(MEREDITH R. SPANGLER)
/s/ ROBERT H. SPILMAN Director December 20, 1994
(ROBERT H. SPILMAN)
/s/ WILLIAM W. SPRAGUE, JR. Director December 20, 1994
(WILLIAM W. SPRAGUE, JR.)
/s/ RONALD TOWNSEND Director December 20, 1994
(RONALD TOWNSEND)
/s/ JACKIE M. WARD Director December 20, 1994
(JACKIE M. WARD)
(MICHAEL WEINTRAUB) Director December , 1994