EXHIBIT 4(L)

EXHIBIT 4(q)




STATEMENT OF DESIGNATION OF
8.75% SERIES 1993A NONCUMULATIVE PREFERRED STOCK
OF
NATIONSBANK, N.A. (SOUTH)


WHEREAS, pursuant to Article 5 of the Articles of
Association of NationsBank, N.A. (South) ("NationsBank
South"), the Board of Directors of NationsBank South is autho-
rized to divide NationsBank South's authorized Preferred Stock
("Preferred Stock") into series and, within the limitations set
forth therein, fix and determine the relative rights and pref-
erences of the shares of any series so established; and

WHEREAS, the Board of Directors desires to (i) estab-
lish a series of Preferred Stock, designating such series "8.75%
Series 1993A Noncumulative Preferred Stock," (ii) allocate
2,400,000 shares of the authorized Preferred Stock to the 8.75%
Series 1993A Noncumulative Preferred Stock, and (iii) fix and
determine the relative rights and preferences of the shares of
the 8.75% Series 1993A Noncumulative Preferred Stock;

NOW, THEREFORE, BE IT RESOLVED, that 2,400,000 of the
10,000,000 shares of Preferred Stock authorized by the Articles
of Association of NationsBank South be, and hereby are, deter-
mined to be and shall be of a series designated as 8.75% Series
1993A Noncumulative Preferred Stock (hereinafter referred to as
the "Series 1993A Preferred Stock") and that the following is a
statement fixing and determining the variations in the relative
rights and preferences of the Series 1993A Preferred Stock pur-
suant to authority vested in the Board of Directors by the [Ar-
ticles of Association] of NationsBank South:

I. Rank.

A. With respect to dividend rights, the Series 1993A
Preferred Stock ranks senior to NationsBank South's Common Stock
("Common Stock") and to NationsBank South's 8.5% Series H
Noncumulative Preferred Stock (the "Series H Preferred Stock").

B. With respect to rights upon liquidation, dis-
solution or winding-up of NationsBank South, the Series 1993A
Preferred Stock ranks senior to the Common Stock to the extent
of the liquidation preference of the Series 1993A Preferred
Stock and ranks on a parity with the Series H Preferred Stock.

C. The Series 1993A Preferred Stock will be subject
to the future authorization and issuance of additional series




of Preferred Stock that, as designated by the Board of Directors
in its sole discretion, rank junior to ("Junior Stock"), on a
parity with ("Parity Stock"), or senior to ("Senior Stock") the
Series 1993A Preferred Stock with respect to any one or more of
the following: (i) dividend rights; (ii) rights upon
liquidation, dissolution or winding up of NationsBank South;
(iii) redemption rights; or (iv) any other rights specified by
the Board of Directors; provided, however, that NationsBank
South may not issue any capital stock that constitutes Senior
Stock without the approval of holders of at least two-thirds of
the outstanding shares of Series 1993A Preferred Stock in
accordance with Section V. hereof.

II. Dividends.

A. The holders of the Series 1993A Preferred Stock
shall be entitled to receive, when, as, and if declared by the
Board of Directors out of the funds of NationsBank South legally
available for the payment of noncumulative cash dividends,
payable quarterly in arrears, at the rate of $2.1875 per share
per annum. Declared dividends on the Series 1993A Preferred
Stock shall accrue from the date of issuance which is deemed to
be December 1, 1995, or the most recent date on which dividends
were payable and shall be payable quarterly on the first day of
March, June, September and December of each year (each a
"Dividend Payment Date"), commencing March 1, 1996; provided,
however, that if any such day is a non-business day, the
Dividend Payment Date will be the next business day. Each
declared dividend shall be payable to holders of record as they
appear at the close of business on the stock books of Nations-
Bank South on such record dates, not more than 30 calendar days
and not less than 10 calendar days preceding the Dividend Pay-
ment Date therefor, as determined by the Board of Directors
(each of such dates a "Record Date"). Quarterly dividend peri-
ods (each a "Dividend Period") shall commence on and include the
first day of March, June, September and December of each year
and shall end on and include the day next preceding the next
following Dividend Payment Date.

B. The initial dividend will be determined based
upon the number of days from the date of issuance to March 1,
1996. Dividends payable for each full Dividend Period shall be
computed by dividing the annual dividend rate by four. Divi-
dends payable for any period other than a full Dividend Period
shall be computed on the basis of a 365-day year and the actual
number of days elapsed in such period.

C. Holders of the Series 1993A Preferred Stock shall
not be entitled to any dividends, whether payable in cash,
property or stock, in excess of the dividends actually

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declared by the Board of Directors. The Series 1993A Preferred Stock
shall not participate in dividends with the Common Stock.

D. No full dividends shall be declared and paid or
set apart for payment on Preferred Stock of NationsBank South of
any series ranking, as to dividends, on a parity with the Series
1993A Preferred Stock during any calendar quarter unless full
dividends on the Series 1993A Preferred Stock for the Dividend
Period ending during such calendar quarter have been or contem-
poraneously are declared and paid or declared and a sum suffi-
cient for the payment thereof is set apart for such payment.
When dividends are not so paid in full (or a sum sufficient for
such full payment is not so set apart) upon the Series 1993A
Preferred Stock and any other Preferred Stock of NationsBank
South of any series ranking as to dividends on a parity with the
Series 1993A Preferred Stock, dividends upon shares of Series
1993A Preferred Stock and dividends on such other Preferred
Stock payable during such calendar quarter shall be declared pro
rata so that the amount of such dividends so payable per share
on the Series 1993A Preferred Stock and such other Preferred
Stock shall in all cases bear to each other the same ratio that
full dividends for the then-current calendar quarter on the
shares of Series 1993A Preferred Stock (which shall not include
any accumulation in respect of unpaid dividends for prior
Dividend Periods) and full dividends, including required or
permitted accumulations, if any, on shares of such other
Preferred Stock, bear to each other.

E. If full dividends on the Series 1993A Preferred
Stock have not been declared and paid or set apart for payment
for the Dividend Payment Date falling in the then-current Divi-
dend Period, then, with respect to such then-current Dividend
Period, the following restrictions shall be applicable: (i) no
dividend or distribution (other than in shares of Junior Stock)
may be declared, set aside or paid on any shares of stock of any
series ranking, as to dividends, junior to the Series 1993A
Preferred Stock, (ii) NationsBank South may not repurchase,
redeem or otherwise acquire any shares of its Junior Stock (ex-
cept by conversion into or exchange for Junior Stock) and
(iii) NationsBank South may not, directly or indirectly, repur-
chase, redeem or otherwise acquire (except by conversion into or
exchange for Junior Stock) any shares of any class or series of
equity securities of NationsBank South ranking on a parity with
the Series 1993A Preferred Stock as to dividend rights,
otherwise than pursuant to pro rata offers to purchase or a
concurrent redemption of all, or a pro rata portion, of the
outstanding shares of Series 1993A Preferred Stock and such
other Parity Stock.


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F. Except as expressly otherwise limited herein, and
to the extent permitted by applicable law, the Board of
Directors: (i) may declare and NationsBank South may pay or set
apart for payment dividends on any Junior Stock or Parity Stock,
(ii) may make any payment on account of or set apart payment for
a sinking fund or other similar fund or agreement for the
purchase or other acquisition, redemption, retirement or other
requirement of, or with respect to, any Junior Stock or Parity
Stock or any warrants, rights, calls or options exercisable or
exchangeable for or convertible into any Junior Stock or Parity
Stock, (iii) may make any distribution with respect to any Jun-
ior Stock or Parity Stock or any warrants, rights, calls or
options exercisable or exchangeable for or convertible into any
Junior Stock or Parity Stock, whether directly or indirectly,
and whether in cash, obligations or securities of NationsBank
South or other property and (iv) may purchase or otherwise
acquire, redeem or retire any Junior Stock or Parity Stock or
any warrants, rights, calls or options exercisable or
exchangeable for or convertible into any Junior Stock or Parity
Stock; and the holders of the Series 1993A Preferred Stock shall
not be entitled to share or participate therein.

III. Liquidation Preference.

A. In the event of any liquidation, dissolution or
winding-up of NationsBank South, voluntary or involuntary, the
holders of the Series 1993A Preferred Stock will be entitled to
receive out of the assets of NationsBank South available for
distribution to its stockholders, before any distribution of
assets is made to the holders of the Common Stock or any other
shares of capital stock of NationsBank South ranking junior to
the Series 1993A Preferred Stock as to such distribution, liq-
uidating distributions in the amount of $25.00 per share plus
dividends declared but unpaid for the then-current Dividend
Period (without accumulation of unpaid dividends for prior Div-
idend Periods) to the date fixed for such liquidation, dis-
solution or winding-up.

B. If, upon any voluntary or involuntary liquida-
tion, dissolution or winding-up of NationsBank South, the
amounts payable with respect to the Series 1993A Preferred Stock
and any capital stock ranking on a parity with the Series 1993A
Preferred Stock (including the Series H Preferred Stock) as to
such distributions are not paid in full, the holders of the
Series 1993A Preferred Stock and of such capital stock will
share ratably in any such distribution of assets of NationsBank
South in proportion to the full respective preferential amounts
to which they are entitled (which, in the case of such capital
stock, may include accumulated dividends).



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C. After payment of the full amount of the liqui-
dating distribution to which they are entitled, the holders of
the Series 1993A Preferred Stock will not be entitled to any
further participation in any distribution of assets of Nations-
Bank South. All distributions made with respect to the Series
1993A Preferred Stock in connection with such liquidation, dis-
solution or winding-up of NationsBank South shall be made pro
rata to the holders entitled thereto.

D. Nothing set forth in this Section III. shall be
deemed to prevent redemption of the Series 1993A Preferred Stock
by NationsBank South in the manner provided in Section IV.
hereof. Neither the merger nor consolidation of NationsBank
South into or with any other entity or entities, nor the merger
or consolidation of any other entity or entities into or with
NationsBank South, nor a sale, transfer, lease or exchange (for
cash, securities or other consideration) of all or any part of
the assets of NationsBank South shall be deemed to be a dis-
solution, liquidation or winding-up of NationsBank South within
the meaning of this Section III., unless such sale, transfer,
lease or exchange shall be in connection with and intended to be
a plan of complete liquidation, dissolution or winding-up of
NationsBank South.

IV. Redemption.

A. The Series 1993A Preferred Stock is not redeem-
able prior to June 1, 1998. At any time on or after June 1,
1998, NationsBank South shall have the right, at its option and
by action of its Board of Directors, to redeem out of funds of
NationsBank South legally available therefor, in whole at any
time or in part from time to time, the Series 1993A Preferred
Stock upon payment in cash of $25.00 per each share of Series
1993A Preferred Stock redeemed, plus declared but unpaid divi-
dends for the then-current Dividend Period to the date fixed for
redemption (without accumulation of unpaid dividends for prior
Dividend Periods) without interest.

B. Notice of any redemption specifying the date
fixed for said redemption and the place where the amount to be
paid upon redemption is payable shall be mailed, postage pre-
paid, at least 30 days but not more than 60 days prior to said
redemption date to the holders of record of the Series 1993A
Preferred Stock to be redeemed, at their respective addresses as
the same shall appear on the books of NationsBank South. If
such notice of redemption shall have been so mailed, and if on
or before the redemption date specified in such notice all funds
necessary for such redemption shall have been set aside by
NationsBank South separate and apart from its other funds, in
trust for the account of the holders of the shares so to be

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redeemed so as to be and continue to be available therefor,
then, on and after said redemption date, notwithstanding that
any certificate for shares of the Series 1993A Preferred Stock
so called for redemption shall not have been surrendered for
cancellation, the shares represented thereby so called for re-
demption shall be deemed to be no longer outstanding, the right
to receive dividends thereon shall cease to accrue, and all
rights with respect to such shares of the Series 1993A Preferred
Stock so called for redemption shall forthwith cease and
terminate, except only the right of the holders thereof to re-
ceive out of the funds so set aside in trust the amount payable
on redemption thereof, but without interest.

C. If less than all of the outstanding shares of the
Series 1993A Preferred Stock are to be redeemed, the particular
shares to be redeemed shall be allocated among the respective
holders of Series 1993A Preferred Stock pro rata or by lot, as
the Board of Directors may determine.

D. Shares of Series 1993A Preferred Stock redeemed
or otherwise purchased or acquired by NationsBank South shall
not be reissued as shares of Series 1993A Preferred Stock but
shall assume the status of authorized but unissued shares of
Preferred Stock of NationsBank South, without designation as to
series until such shares are once more designated as part of a
particular series by the Board of Directors.

E. Any redemption of the Series 1993A Preferred
Stock shall not be subject to, or conditioned upon, the redemp-
tion of any other series of NationsBank South's Preferred Stock,
including the Series H Preferred Stock.

V. Voting Rights.

A. Except as described in this Section V. and except
as required by applicable law, the holders of the Series 1993A
Preferred Stock will not be entitled to vote for any purpose.

B. So long as any shares of Series 1993A Preferred
Stock are outstanding, NationsBank South will not, without the
consent of the holders of a least two-thirds of the outstanding
shares of Series 1993A Preferred Stock, voting separately as a
class (together with the holders of shares of Parity Stock, if
any, upon which like voting rights have been conferred and are
exercisable), create, authorize, issue or increase the autho-
rized or issued amount of any class or series of any equity
securities of NationsBank South, or any warrants, options or
other rights convertible or exchangeable into any class or se-
ries of any equity securities of NationsBank South, ranking


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senior to the Series 1993A Preferred Stock either as to dividend
rights or rights upon liquidation, dissolution or winding-up of
NationsBank South.

C. The right of the holders of the Series 1993A Pre-
ferred Stock to approve an amendment that would adversely change
the specific terms of the Series 1993A Preferred Stock shall be
as provided by applicable law and the Rules and Regulations of
the Office of the Comptroller of the Currency and, unless a
greater vote is required by such law or regulations, such
approval shall be by a vote of the holders of a majority of the
outstanding shares of Series 1993A Preferred Stock; provided,
however, that the creation or issuance of Parity Stock or Junior
Stock with respect to the payment of dividends or rights upon
liquidation, dissolution or winding-up of NationsBank South; or
a merger, consolidation, reorganization or other business combi-
nation in which NationsBank South is not the surviving entity;
or an amendment that increases the number of authorized shares
of Preferred Stock or increases the number of authorized shares
of a series of Preferred Stock constituting Junior Stock or
Parity Stock, shall not be considered to be an adverse change to
the terms of the Series 1993A Preferred Stock and shall not
require a vote of or the approval of the holders of the Series
1993A Preferred Stock.

D. If NationsBank South shall fail to pay the
equivalent of six full quarterly dividends payable on the Series
1993A Preferred Stock, the number of directors of NationsBank
South shall be increased by (i) one, if the number of directors
immediately prior to such increase totals nine or less, or (ii)
two, if the number of directors immediately prior to such
increase totals 10 or more, and the holders of the Series 1993A
Preferred Stock, voting separately as a class (together with the
holders of shares of Parity Stock, if any, upon which parity
voting rights with respect to the repayment of dividends have
been conferred and are exercisable), will be entitled to elect
such additional director or directors to fill such vacancy or
vacancies, as the case may be. The director or directors
elected pursuant to this Paragraph V.D. shall be entitled to one
vote per director on any matter presented to the Board of
Directors of NationsBank South, and otherwise shall be entitled
to the same rights and privileges as all other directors of
NationsBank South. Such right to elect such additional director
or directors shall continue until full dividends have been paid
or declared and set apart for payment for four consecutive
Dividend Periods.

E. Whenever the voting right described in Para-
graph V.D. shall vest, it may be exercised initially either at
a special meeting of holders of the Series 1993A Preferred


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Stock (and Parity Stock, if any, with parity voting rights) or
at any annual stockholders' meeting, but thereafter it shall be
exercised only at annual stockholders' meetings or in accordance
with Paragraph V.F. Any director who shall have been elected by
the holders of the Series 1993A Preferred Stock (and Parity
Stock, if any, with parity voting rights) pursuant to
Paragraph V.D. shall hold office for a term expiring at the
earlier of (i) the next annual meeting of stockholders or (ii)
the date upon which full dividends on the Series 1993A Preferred
Stock shall have been paid, or declared and set apart for
payment, for four consecutive Dividend Periods, and during such
term such director may be removed at any time, either with or
without cause, by the affirmative vote of the holders of record
of a majority of the outstanding shares of the Series 1993A
Preferred Stock (and Parity Stock, if any, with parity voting
rights) given at a special meeting of such holders called for
such purpose, and any vacancy created by such removal may also
be filled at such meeting. Upon the termination of the voting
right described in Paragraph V.D., the term of office of the
director or directors elected pursuant thereto then in office
shall, without further action, thereupon terminate unless
otherwise required by law. Upon such termination, the number of
directors constituting the Board of Directors of NationsBank
South shall, without further action, be reduced by one or by
two, as the case may be, subject always to the subsequent
increase of the number of directors pursuant to Paragraph V.D.
in the event of the future right to elect directors as provided
therein.

F. Unless otherwise required by law, in the event of
any vacancy occurring among the directors elected pursuant to
Paragraph V.D., the remaining director, if any, may appoint a
successor to hold office for the unexpired term of the director
whose place shall be vacant. If all directors so elected shall
cease to serve as directors before their terms shall expire, or
if only one director is elected as provided by Paragraph V.D.,
the holders of the Series 1993A Preferred Stock (and Parity
Stock, if any, with parity voting rights) then outstanding may,
at a meeting of such holders duly held, elect a successor or
successors to hold office for such unexpired term or terms, as
the case may be.

G. Whenever a meeting of the holders of Series 1993A
Preferred Stock (and Parity Stock, if any, with parity voting
rights) is permitted or required to be held pursuant to this
Section V., such meeting shall be held at the earliest practi-
cable date and the Secretary of NationsBank South shall call
such meeting, providing written notice in accordance with law to
all holders of record of shares entitled to vote at such
meeting, upon the earlier of the following:



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1. as soon as reasonably practicable following
the occurrence of the event or events permitting or
requiring such meeting hereunder; or

2. within 20 days following receipt by the
Secretary of NationsBank South a written request for such
a meeting, signed by the holders of record of at least 20%
of the shares of Series 1993A Preferred Stock (and Parity
Stock, if any, with parity voting rights) then outstanding.

If such meeting shall not be called by the proper corporate officer
within 20 days after the receipt of such request by the Secretary of
NationsBank South, or within 25 days after the mailing of the same
within the United States of America by registered mail addressed to the
Secretary of NationsBank South at its principal executive office, then
the holders of record of at least 20% of the shares of Series 1993A
Preferred Stock (and Parity Stock, if any, with parity voting rights)
then outstanding may designate one of their number to call such a
meeting at the expense of NationsBank South, and such meeting may be
called by such person in the manner and at the place provided in this
Section V. Any holder so designated to call such meeting shall have
access to the stock books of NationsBank South for the purpose of
causing a meeting of such holders to be so called.

H. Any meeting of the holders of all outstanding
Series 1993A Preferred Stock (and Parity Stock, if any, with
parity voting rights) entitled to vote as a class shall be held
at the place at which the last annual meeting of stockholders
was held or in an accessible location in either of the counties
in which the executive or administrative headquarters of
NationsBank South are located. At such meeting, the presence in
person or by proxy of the holders of a majority of the out-
standing shares entitled to vote at such meeting shall be re-
quired to constitute a quorum; in the absence of a quorum, a
majority of the holders present in person or by proxy shall have
the power to adjourn the meeting from time to time without
notice, other than an announcement at the meeting, until a quo-
rum shall be present.

I. Notwithstanding any provision of this Section V.
to the contrary, no special meeting of the holders of shares of
Series 1993A Preferred Stock shall be required to be called or
held in violation of any law, rule or regulation.

VI. Sinking Fund. No sinking fund shall be provided for
the purchase or redemption of shares of the Series 1993A Pre-
ferred Stock.


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VII. No Other Rights. The shares of Series 1993A Pre-
ferred Stock shall not have any preferences, voting powers or
relative, participating, optional or other special rights,
including, without limitation, preemptive or conversion rights,
except as set forth above and in NationsBank South's Articles of
Association or as otherwise required by law.

VIII. Amendments. The Board of Directors reserves the
right to amend these resolutions in accordance with applicable
law.

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