EXHIBIT 24.1
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
$1,000,000,000 in aggregate initial offering price of (i) NationsBank
Corporation's Subordinated Debt Securities, (the "Subordinated Debt
Securities"), (ii) Preferred Securities of NationsBanc Capital Trust I,
NationsBanc Capital Trust II and NationsBanc Capital Trust III (the "Preferred
Securities") and (iii) NationsBank Corporation's Guarantees (the "Guarantees")
of the Preferred Securities (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 October 23, 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: October 29, 1996
SIGNATURE TITLE DATE
/s/ HUGH L. MCCOLL, JR. Chairman of the Board, Chief Executive Officer October 29, 1996
and Director (Principal Executive Officer)
(HUGH L. MCCOLL, JR.)
/s/ JAMES H. HANCE, JR. Vice Chairman and Chief Financial Officer October 29, 1996
(Principal Financial Officer)
(JAMES H. HANCE, JR.)
SIGNATURE TITLE DATE
/s/ MARC D. OKEN Executive Vice President and Chief October 29, 1996
Accounting Officer (Principal
(MARC D. OKEN) Accounting Officer)
/s/ RONALD W. ALLEN Director October 29, 1996
(RONALD W. ALLEN)
/s/ RAY C. ANDERSON Director October 29, 1996
(RAY C. ANDERSON)
/s/ WILLIAM M. BARNHARDT Director October 29, 1996
(WILLIAM M. BARNHARDT)
/s/ THOMAS E. CAPPS Director October 29, 1996
(THOMAS E. CAPPS)
/s/ CHARLES W. COKER Director October 29, 1996
(CHARLES W. COKER)
/s/ THOMAS G. COUSINS Director October 29, 1996
(THOMAS G. COUSINS)
/s/ ALAN T. DICKSON Director October 29, 1996
(ALAN T. DICKSON)
/s/ W. FRANK DOWD, JR. Director October 29, 1996
(W. FRANK DOWD, JR.)
/s/ PAUL FULTON Director October 29, 1996
(PAUL FULTON)
/s/ TIMOTHY L. GUZZLE Director October 29, 1996
(TIMOTHY L. GUZZLE)
/s/ W. W. JOHNSON Director October 29, 1996
(W. W. JOHNSON)
/s/ JOHN J. MURPHY Director October 29, 1996
(JOHN J. MURPHY)
/s/ JOHN C. SLANE Director October 29, 1996
(JOHN C. SLANE)
/s/ O. TEMPLE SLOAN, JR. Director October 29, 1996
(O. TEMPLE SLOAN, JR.)
/s/ JOHN W. SNOW Director October 29, 1996
(JOHN W. SNOW)
SIGNATURE TITLE DATE
/s/ MEREDITH R. SPANGLER Director October 29, 1996
(MEREDITH R. SPANGLER)
/s/ ROBERT H. SPILMAN Director October 29, 1996
(ROBERT H. SPILMAN)
/s/ RONALD TOWNSEND Director October 29, 1996
(RONALD TOWNSEND)
/s/ E. CRAIG WALL, JR. Director October 29, 1996
(E. CRAIG WALL, JR.)
/s/ JACKIE M. WARD Director October 29, 1996
(JACKIE M. WARD)
/s/ VIRGIL R. WILLIAMS Director October 29, 1996
(VIRGIL R. WILLIAMS)