RESOLUTIONS OF
                            THE BOARD OF DIRECTORS OF
                             NATIONSBANK CORPORATION

                                December 17, 1996


              Approval of Issuance and Sale of Preferred Securities
                          and Appointment of Committee



         RESOLVED FURTHER, that Paul J. Polking and Charles M. Berger hereby are
appointed attorneys-in-fact for, and each of them with full power to act without
the other hereby is authorized and empowered to sign the Registration Statement
and any amendment or amendments (including any pre-effective or post-effective
amendments) thereto on behalf of, the Corporation and any of the following: the
Principal Executive Officer, the Principal Financial Officer, the Principal
Accounting Officer and any other officer of the Corporation;








                            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 North
Carolina (the "Corporation"), do hereby certify that the foregoing is a true and
correct copy of the resolutions duly adopted by the Board of Directors of the
Corporation at a meeting of the Board of directors held on December 17, 1996, at
which meeting a quorum was present and acting throughout and that said
resolution is in full force and effect and has not been amended or rescinded as
of the date hereof.

         IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of
the Corporation as of this 19th day of December, 1996.



                                                     /s/ Allison L. Gilliam
                                                     Assistant Secretary

(CORPORATE SEAL)