RESOLUTIONS OF
                            THE BOARD OF DIRECTORS OF
                             NATIONSBANK CORPORATION

                                  June 26, 1996


        Registration of Debt Securities, Preferred Stock
          and Common Stock and Appointment of Committee

     RESOLVED  FURTHER,  that Paul J.  Polking and Charles M. Berger  hereby are
appointed attorneys-in-fact for, and each of them with full power to act without
the other hereby is authorized and empowered to sign the Registration  Statement
and any amendment or amendments  (including any  pre-effective or post-effective
amendments)  thereto on behalf of, the Corporation and any of the following,  to
wit: the Principal  Executive  Officer,  the Principal  Financial  Officer,  the
Principal Accounting Officer, and any other officer of the Corporation.






                            CERTIFICATE OF SECRETARY


     I, Allison  Gilliam,  Assistant  Secretary of  NationsBank  Corporation,  a
corporation  duly  organized  and existing  under the laws of the State of North
Carolina (the "Corporation"), do hereby certify that the foregoing is a true and
correct  copy of the  resolutions  duly adopted by the Board of Directors of the
Corporation  at a meeting of the Board of directors  held on June 26,  1996,  at
which  meeting  a quorum  was  present  and  acting  throughout  and  that  said
resolutions  are in full force and effect and have not been amended or rescinded
as of the date hereof.

     IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of the
Corporation as of this 26th day of June, 1996.



                              ALLISON GILLIAM
                              Assistant Secretary

(CORPORATE SEAL)

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