Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of
NationsBank, N.A., and the several undersigned Officers
and Directors thereof whose signatures appear below,
hereby makes, constitutes and appoints Paul J. Polking,
Robert W. Long, Jr. and Glenn J. Reid, and each of them
acting individually, its, his or her true and lawful
attorneys-in-fact (hereinafter "attorneys" or, in the
singular, "attorney") with power to act without any other
and with full power of substitution, to execute, deliver
and file in its, his or her name on its, his or 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
$4,000,000,000 in the aggregate initial offering price of
Asset Backed Notes and/or Asset Backed Certificates of a
trust or other entity established by NationsBank, N.A.
and/or any successor or affiliate (the "Securities"),
which Securities may be offered separately or together,
in separate series or classes and in amounts, at prices
and on terms to be determined at the time of sale, 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, N.A. and said
Officers and Directors hereby grants to said attorneys or
attorney, 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, N.A. might or could do, and as each of said
Officers and Directors might or could do personally in
its, his or her capacity or capacities as aforesaid, and
each of NationsBank, N.A. and each of 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, and any and all amendments or
supplements to such Registration Statement under such
securities laws, regulations and requirements as may be
applicable.
IN WITNESS WHEREOF, NationsBank, N.A. 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, N.A.
By: /s/ F. William Vandiver, Jr.
Name: F. William Vandiver, Jr.
Title: President
Dated: April 30, 1996
Signatures
/s/ F. William Vandiver, Jr. Principal Executive Officer
F. William Vandiver, Jr. Director
/s/ James H. Hance, Jr. Principal Financial Officer
James H. Hance, Jr. Director
/s/ Marc D. Oken Principal Accounting Officer
Marc D. Oken
/s/ H.W. McKay Belk Director
H.W. McKay Belk
/s/ Joseph R. Hendrick, III Director
Joseph R. Hendrick, III
/s/ William L. Jews Director
William L. Jews
/s/ Thomas G. Johnson, Jr. Director
Thomas G. Johnson, Jr.
/s/ Edgar H. Lawton, Jr. Director
Edgar H. Lawton, Jr.
/s/ Kenneth D. Lewis Director
Kenneth D. Lewis
/s/ George V. McGowan Director
George V. McGowan
/s/ Anna Spangler Nelson Director
Anna Spangler Nelson
/s/ John S. Rainey Director
John S. Rainey
/s/ George P. Ramsey, Jr. Director
George P. Ramsey, Jr.
/s/ Dr. Morton I. Rapoport Director
Dr. Morton I. Rapoport
/s/ James T. Rhodes Director
James T. Rhodes
/s/ A. Pope Shuford Director
A. Pope Shuford
/s/ William E. Simms Director
William E. Simms
/s/ Joel A. Smith, III Director
Joel A. Smith, III
/s/ Hugh R. Stallard Director
Hugh R. Stallard
/s/ R. Eugene Taylor Director
R. Eugene Taylor
/s/ Stephen J. Trachtenberg Director
Stephen J. Trachtenberg
/s/ James S. Watkinson Director
James S. Watkinson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of
NationsBank, N.A. (South), and the several undersigned
Officers and Directors thereof whose signatures appear
below, hereby makes, constitutes and appoints Paul J.
Polking, Robert W. Long, Jr. and Glenn J. Reid, and each
of them acting individually, its, his or her true and
lawful attorneys-in-fact (hereinafter "attorneys" or, in
the singular, "attorney") with power to act without any
other and with full power of substitution, to execute,
deliver and file in its, his or her name on its, his or
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
$4,000,000,000 in the aggregate initial offering price of
Asset Backed Notes and/or Asset Backed Certificates of a
trust or other entity established by NationsBank, N.A.
(South) and/or any successor or affiliate (the
"Securities"), which Securities may be offered separately
or together, in separate series or classes and in
amounts, at prices and on terms to be determined at the
time of sale, 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, N.A. (South) and said Officers and Directors
hereby grants to said attorneys or attorney, 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, N.A.
(South) might or could do, and as each of said Officers
and Directors might or could do personally in its, his or
her capacity or capacities as aforesaid, and each of
NationsBank, N.A. (South) and each of 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, and any and all amendments or
supplements to such Registration Statement under such
securities laws, regulations and requirements as may be
applicable.
IN WITNESS WHEREOF, NationsBank, N.A. (South) 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, N.A. (SOUTH)
By: /s/ Kenneth D. Lewis
Name: Kenneth D. Lewis
Title: President
Dated: May 1, 1996
Signatures
/s/ Kenneth D. Lewis Principal
Executive Officer
Kenneth D. Lewis Director
/s/ James H. Hance, Jr. Principal Financial Officer
James H. Hance, Jr.
/s/ Marc D. Oken Principal Accounting Officer
Marc D. Oken
/s/ William H. Allen Director
William H. Allen, Jr.
/s/ R. Mark Bostick Director
R. Mark Bostick
/s/ Betty Castor Director
Betty Castor
/s/ Hugh M. Chapman Director
Hugh M. Chapman
/s/ Dr. Johnetta B. Cole Director
Dr. Johnetta B. Cole
/s/ Harold A. Dawson Director
Harold A. Dawson
/s/ H. Michael Dye Director
H. Michael Dye
/s/ W. Douglas Ellis, Jr. Director
W. Douglas Ellis, Jr.
/s/ Earl L. Frye Director
Earl L. Frye
/s/ Jeffrey D. Gargiulo Director
Jeffrey D. Gargiulo
/s/ L.L. Gellerstedt III Director
L.L. Gellerstedt III
/s/ Cecil S. Harrell Director
Cecil S. Harrell
/s/ Neil H. Hightower Director
Neil H. Hightower
/s/ James R. Jolly Director
James R. Jolly
/s/ James R. Lientz, Jr. Director
James R. Lientz, Jr.
/s/ Carol Ellis Martin Director
Carol Ellis Martin
/s/ Douglas B. Mitchell Director
Douglas B. Mitchell
/s/ Jorge M. Perez Director
Jorge M. Perez
/s/ Joe W. Rogers, Jr. Director
Joe W. Rogers, Jr.
_____________________ Director
Jerry R. Satrum
/s/ Adelaide A. Sink Director
Adelaide A. Sink
/s/ Hugh M. Tarbutton Director
Hugh M. Tarbutton
/s/ Dr. Israel Tribble, Jr. Director
Dr. Israel Tribble, Jr.
/s/ Karen L. Wrenn Director
Karen L. Wrenn
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of
NationsBank of Texas, N.A., and the several undersigned
Officers and Directors thereof whose signatures appear
below, hereby makes, constitutes and appoints Paul J.
Polking, Robert W. Long, Jr. and Glenn J. Reid, and each
of them acting individually, its, his or her true and
lawful attorneys-in-fact (hereinafter "attorneys" or, in
the singular, "attorney") with power to act without any
other and with full power of substitution, to execute,
deliver and file in its, his or her name on its, his or
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
$4,000,000,000 in the aggregate initial offering price of
Asset Backed Notes and/or Asset Backed Certificates of a
trust or other entity established by NationsBank of
Texas, N.A. and/or any successor or affiliate (the
"Securities"), which Securities may be offered separately
or together, in separate series or classes and in
amounts, at prices and on terms to be determined at the
time of sale, 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 of Texas, N.A. and said Officers and
Directors hereby grants to said attorneys or attorney,
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
of Texas, N.A. might or could do, and as each of said
Officers and Directors might or could do personally in
its, his or her capacity or capacities as aforesaid, and
each of NationsBank of Texas, N.A. and each of 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, and any and all amendments or
supplements to such Registration Statement under such
securities laws, regulations and requirements as may be
applicable.
IN WITNESS WHEREOF, NationsBank of Texas, N.A. 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 OF TEXAS, N.A.
By: /s/ Robert B. Lane
Name: Robert B. Lane
Title: President
Dated: May 2, 1996
Signatures
SIGNATURE TITLE
/s/ Robert B. Lane Principal Executive Officer
Robert B. Lane Director
/s/ James H. Hance, Jr. Principal Financial Officer
James H. Hance, Jr.
/s/ Marc D. Oken Principal Accounting Officer
Marc D. Oken
/s/ Samuel J. Atkins, III Director
Samuel J. Atkins, III
_______________________ Director
James M. Berry
/s/ Guy S. Bodine, III Director
Guy S. Bodine, III
/s/ Lee Drain Director
Lee Drain
_______________________ Director
James R. Erwin
/s/ Robert L. Kirby Director
Robert L. Kirby
/s/ Kenneth D. Lewis Director
Kenneth D. Lewis
_______________________ Director
Joseph R. Musolino