Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS 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 James W. Kiser 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) one or more Registration Statements of NationsBank Corporation on Form S-8 relating to the issuance of up to 5,000,000 shares of the Common Stock of NationsBank Corporation and related plan participation interests pursuant to the BankAmerishare Plan and any and all documents in support thereof or supplemental thereto and any and all amendments, including any and all post-effective amendments, to the foregoing (hereinafter called the "Registration Statements"), 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 Statements under such securities laws, regulations or 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 Statements 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 By: /s/ HUGH L. McCOLL --------------------------- Hugh L. McColl, Jr. Chief Executive Officer Dated: September 23, 1998 Signature Title Date --------- ----- ---- /s/ HUGH L. MCCOLL, JR. Chief Executive Officer September 23, 1998 - ----------------------------- and Director Hugh L. McColl, Jr. (Principal Executive Officer) /s/ JAMES H. HANCE, JR. Vice Chairman, Chief September 23, 1998 - ----------------------------- Financial Officer and Director James H. Hance, Jr. (Principal Financial Officer) /s/ MARC D. OKEN Executive Vice President September 23, 1998 - ----------------------------- and Principal Financial Marc D. Oken Executive (Principal Accounting Officer) /s/ CHARLES E. RICE Chairman of the Board September 23, 1998 - ----------------------------- and Director Charles E. Rice Director September __, 1998 - ----------------------------- Ray C. Anderson /s/ RITA BORNSTEIN Director September 23, 1998 - ----------------------------- Rita Bornstein /s/ B.A. BRIDGEWATER, JR. Director September 23, 1998 - ----------------------------- B. A. Bridgewater, Jr. /s/ THOMAS E. CAPPS Director September 23, 1998 - ----------------------------- Thomas E. Capps /s/ ALVIN R. CARPENTER Director September 23, 1998 - ----------------------------- Alvin R. Carpenter /s/ CHARLES W. COKER Director September 23, 1998 - ----------------------------- Charles W. Coker /s/ THOMAS G. COUSINS Director September 23, 1998 - ----------------------------- Thomas G. Cousins /s/ ANDREW B. CRAIG, III Director September 23, 1998 - ----------------------------- Andrew B. Craig, III /s/ ALAN T. DICKSON Director September 23, 1998 - ----------------------------- Alan T. Dickson /s/ PAUL FULTON Director September 23, 1998 - ----------------------------- Paul Fulton /s/ C. RAY HOLMAN Director September 23, 1998 - ----------------------------- C. Ray Holman /s/ W.W. JOHNSON Director September 23, 1998 - ----------------------------- W. W. Johnson /s/ KENNETH D. LEWIS President and Director September 23, 1998 - ----------------------------- Kenneth D. Lewis /s/ RUSSELL W. MEYER, JR. Director September 23, 1998 - ----------------------------- Russell W. Meyer, Jr. /s/ RICHARD B. PRIORY Director September 23, 1998 - ----------------------------- Richard B. Priory /s/ JOHN C. SLANE Director September 23, 1998 - ----------------------------- John C. Slane /s/ O. TEMPLE SLOAN, JR. Director September 23, 1998 - ----------------------------- O. Temple Sloan, Jr. /s/ MEREDITH R. SPANGLER Director September 23, 1998 - ----------------------------- Meredith R. Spangler /s/ ALBERT E. SUTER Director September 23, 1998 - ----------------------------- Albert E. Suter /s/ RONALD TOWNSEND Director September 23, 1998 - ----------------------------- Ronald Townsend /s/ JACKIE M. WARD Director September 23, 1998 - ----------------------------- Jackie M. Ward /s/ JOHN A. WILLIAMS Director September 23, 1998 - ----------------------------- John A. Williams Director September __, 1998 - ----------------------------- Virgil R. Williams CERTIFICATE OF SECRETARY I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank Corporation, a corporation duly organized and existing under the laws of the State of Delaware, do hereby certify that the following is a true and correct copy of an excerpt from a resolution duly adopted by a majority of the entire Board of Directors of said Corporation at a meeting of said Board of Directors held on September 23, 1998, at which meeting a quorum was present and acted throughout and that said resolution is in full force and effect and has not been amended or rescinded as of the date hereof. FURTHER RESOLVED, that James W. Kiser and Charles M. Berger be, and each of them with full power to act without the other hereby is, authorized and empowered to sign the aforesaid Registration Statements [relating to the BankAmerica 401(k) Investment Plan] and any amendment or amendments thereto (including any post-effective amendments) on behalf of and as attorneys for the Corporation and on behalf of and as attorneys for any of the following: the principal executive officer, the principal financial officer, the principal accounting officer and any other officer of the Corporation. IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of said corporation this 30th day of September, 1998. (SEAL) /s/ ALLISON L. GILLIAM ---------------------- Allison L. Gilliam Assistant Secretary