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, his and her true and lawful
attorneys, with power to act without any other and with full power of
substitution, to execute, deliver and file in its, his and her name and on its,
his and her 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 June 26,
1996, 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 or her 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, his or her 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 or her hand
as of the date indicated below.
NATIONSBANK CORPORATION
(Registrant)
By: /s/ HUGH L. MCCOLL, JR.
HUGH L. MCCOLL, JR.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Dated: June 26, 1996
SIGNATURE TITLE DATE
/s/ HUGH L. MCCOLL, JR. Chairman of the Board, Chief Executive Officer and June 26, 1996
Director (Principal Executive Officer)
(HUGH L. MCCOLL, JR.)
/s/ JAMES H. HANCE, JR. Vice Chairman and Chief Financial Officer June 26, 1996
(Principal Financial Officer)
(JAMES H. HANCE, JR.)
/s/ MARC D. OKEN Executive Vice President and Chief June 26, 1996
Accounting Officer (Principal
(MARC D. OKEN) Accounting Officer)
SIGNATURE TITLE DATE
/s/ RONALD W. ALLEN Director June 26, 1996
(RONALD W. ALLEN)
/s/ WILLIAM M. BARNHARDT Director June 26, 1996
(WILLIAM M. BARNHARDT)
/s/ THOMAS E. CAPPS Director June 26, 1996
(THOMAS E. CAPPS)
/s/ CHARLES W. COKER Director June 26, 1996
(CHARLES W. COKER)
/s/ THOMAS G. COUSINS Director June 26, 1996
(THOMAS G. COUSINS)
/s/ ALAN T. DICKSON Director June 26, 1996
(ALAN T. DICKSON)
/s/ W. FRANK DOWD, JR. Director June 26, 1996
(W. FRANK DOWD, JR.)
/s/ PAUL FULTON Director June 26, 1996
(PAUL FULTON)
/s/ TIMOTHY L. GUZZLE Director June 26, 1996
(TIMOTHY L. GUZZLE)
/s/ W. W. JOHNSON Director June 26, 1996
(W. W. JOHNSON)
/s/ JOHN J. MURPHY Director June 26, 1996
(JOHN J. MURPHY)
/s/ JOHN C. SLANE Director June 26, 1996
(JOHN C. SLANE)
/s/ JOHN W. SNOW Director June 26, 1996
(JOHN W. SNOW)
/s/ MEREDITH R. SPANGLER Director June 26, 1996
(MEREDITH R. SPANGLER)
/s/ ROBERT H. SPILMAN Director June 26, 1996
(ROBERT H. SPILMAN)
/s/ RONALD TOWNSEND Director June 26, 1996
(RONALD TOWNSEND)
SIGNATURE TITLE DATE
/s/ E. CRAIG WALL, JR. Director June 26, 1996
(E. CRAIG WALL, JR.)
/s/ JACKIE M. WARD Director June 26, 1996
(JACKIE M. WARD)
/s/ VIRGIL R. WILLIAMS Director June 26, 1996
(VIRGIL R. WILLIAMS)