Exhibit 24.1
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 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 of
NationsBank Corporation on Form S-4 (or other appropriate form) with respect to
the registration under the Securities Act of 1933, as amended, of a number of
shares of common stock of NationsBank Corporation to be issued in exchange for
the outstanding shares of common stock, on a fully-diluted basis, of BankAmerica
Corporation upon consummation of the proposed reincorporation of NationsBank
Corporation as a Delaware company by means of a merger of NationsBank
Corporation into NationsBank (DE) Corporation and subsequent merger of
BankAmerica Corporation with and into NationsBank (DE) Corporation, 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 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 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 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
By: /s/ Hugh L. McColl, Jr.
----------------------------
Hugh L. McColl, Jr.
Chief Executive Officer
Dated: June 24, 1998
Signature Title Date
--------- ----- ----
/s/ Hugh L. McColl, Jr. Chief Executive Officer and Director June 24, 1998
- ----------------------- (Principal Executive Officer)
Hugh L. McColl, Jr.
/s/ James H. Hance, Jr. Director, Vice Chairman and June 24, 1998
- ----------------------- Chief Financial Officer
James H. Hance, Jr. (Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and June 24, 1998
- ----------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
/s/ Charles E. Rice Chairman of the Board June 24, 1998
- ----------------------- and Director
Charles E. Rice
/s/ Ray C. Anderson Director June 24, 1998
- -----------------------
Ray C. Anderson
/s/ Rita Bornstein Director June 24, 1998
- -----------------------
Rita Bornstein
/s/ B.A. Bridgewater, Jr. Director June 24, 1998
- -------------------------
B.A. Bridgewater, Jr.
- ------------------------- Director
Thomas E. Capps
- ------------------------- Director
Alvin R. Carpenter
Director
- ----------------------------
Charles W. Coker
/s/ Thomas G. Cousins Director June 24, 1998
- ----------------------------
Thomas G. Cousins
/s/ Andrew B. Craig, III Director June 24, 1998
- ----------------------------
Andrew B. Craig, III
/s/ Alan T. Dickson Director June 24, 1998
- ----------------------------
Alan T. Dickson
/s/ Paul Fulton Director June 24, 1998
- ----------------------------
Paul Fulton
/s/ C. Ray Holman Director June 24, 1998
- ----------------------------
C. Ray Holman
/s/ W. W. Johnson Director June 24, 1998
- ----------------------------
W. W. Johnson
/s/ Kenneth D. Lewis President and Director June 24, 1998
- ----------------------------
Kenneth D. Lewis
/s/ Russell W. Meyer, Jr. Director June 24, 1998
- ----------------------------
Russell W. Meyer, Jr.
/s/ Richard B. Priory Director June 24, 1998
- ----------------------------
Richard B. Priory
/s/ John C. Slane Director June 24, 1998
- ----------------------------
John C. Slane
/s/ O. Temple Sloan, Jr. Director June 24, 1998
- ----------------------------
O. Temple Sloan, Jr.
/s/ Meredith R. Spangler Director June 24, 1998
- ----------------------------
Meredith R. Spangler
/s/ Albert E. Suter Director June 24, 1998
-----------------------
Albert E. Suter
/s/ Ronald Townsend Director June 24, 1998
-----------------------
Ronald Townsend
/s/ Jackie M. Ward Director June 24, 1998
-----------------------
Jackie M. Ward
/s/ John A. Williams Director June 24, 1998
-----------------------
John A. Williams
/s/ Virgil R. Williams Director June 24, 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 North Carolina, do hereby certify that the foregoing 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 April 10, 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 each officer or Director who may be
required to sign the Registration Statement or any amendment, exhibit or
other document related thereto (whether for and on behalf of the
Corporation, as an officer or Director of the Corporation, or in any other
capacity) be, and each hereby is, authorized to execute a power of
attorney appointing Paul J. Polking and Charles M. Berger, and each of
them, severally, as his or her attorney and agent, with full power of
substitution and resubstitution, on his or her behalf in any such capacity
to sign and file the Registration Statement and any and all amendments,
exhibits and other documents related thereto which any such attorney or
substitute may deem necessary or advisable to be filed with the
Commission, with full power and authority to perform and do any and all
acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or
all of the above-described matters, as fully as such officer or Director
might or could do if personally present and acting and as fully as the
Corporation might or could do by a properly authorized agent.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the
seal of said corporation this 16th day of July, 1998.
(SEAL)
/s/ Allison L. Gilliam
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Assistant Secretary