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 (the "Securities Act"), of up to (i)
$1,000,000,000 in aggregate initial offering price of preferred capital
securities of each of NationsBanc Capital Trust III, NationsBanc Capital Trust
IV and NationsBanc Capital Trust V (collectively, the "Preferred Securities"),
(ii) an amount of NationsBank Corporation junior subordinated debt securities
(the "Subordinated Debt Securities") equal to 105% of the amount of Preferred
Securities so registered, and (iii) an amount of NationsBank Corporation
guarantees (the "Guarantees") of the Preferred Securities equal to the amount of
Preferred Securities so registered (the Subordinated Debt Securities, the
Preferred Securities and the Guarantees 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 17, 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, 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: December 17, 1996
SIGNATURE TITLE DATE
/s/ HUGH L. MCCOLL, JR. Chairman of the Board, Chief Executive Officer December 17, 1996
and Director (Principal Executive Officer)
(HUGH L. MCCOLL, JR.)
/s/ JAMES H. HANCE, JR. Vice Chairman and Chief Financial Officer December 17, 1996
(Principal Financial Officer)
(JAMES H. HANCE, JR.)
/s/ MARC D. OKEN Executive Vice President and Chief December 17, 1996
Accounting Officer (Principal
(MARC D. OKEN) Accounting Officer)
SIGNATURE TITLE DATE
/s/ RONALD W. ALLEN Director December 17, 1996
(RONALD W. ALLEN)
/s/ RAY C. ANDERSON Director December 17, 1996
(RAY C. ANDERSON)
/s/ WILLIAM M. BARNHARDT Director December 17, 1996
(WILLIAM M. BARNHARDT)
/s/ THOMAS E. CAPPS Director December 17, 1996
(THOMAS E. CAPPS)
/s/ CHARLES W. COKER Director December 17, 1996
(CHARLES W. COKER)
/s/ THOMAS G. COUSINS Director December 17, 1996
(THOMAS G. COUSINS)
/s/ ALAN T. DICKSON Director December 17, 1996
(ALAN T. DICKSON)
/s/ W. FRANK DOWD, JR. Director December 17, 1996
(W. FRANK DOWD, JR.)
/s/ PAUL FULTON Director December 17, 1996
(PAUL FULTON)
/s/ TIMOTHY L. GUZZLE Director December 17, 1996
(TIMOTHY L. GUZZLE)
/s/ W. W. JOHNSON Director December 17, 1996
(W. W. JOHNSON)
/s/ JOHN J. MURPHY Director December 17, 1996
(JOHN J. MURPHY)
/s/ JOHN C. SLANE Director December 17, 1996
(JOHN C. SLANE)
/s/ O. TEMPLE SLOAN, JR. Director December 17, 1996
(O. TEMPLE SLOAN, JR.)
/s/ JOHN W. SNOW Director December 17, 1996
(JOHN W. SNOW)
/s/ MEREDITH R. SPANGLER Director December 17, 1996
(MEREDITH R. SPANGLER)
SIGNATURE TITLE DATE
/s/ ROBERT H. SPILMAN Director December 17, 1996
(ROBERT H. SPILMAN)
/s/ RONALD TOWNSEND Director December 17, 1996
(RONALD TOWNSEND)
/s/ E. CRAIG WALL, JR. Director December 17, 1996
(E. CRAIG WALL, JR.)
/s/ JACKIE M. WARD Director December 17, 1996
(JACKIE M. WARD)
/s/ VIRGIL R. WILLIAMS Director December 17, 1996
(VIRGIL R. WILLIAMS)