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 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) 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 up to
30,000,000 shares of common stock of NationsBank Corporation to be issued in
exchange for shares of common stock, par value $5.00 per share of Bank South
Corporation, upon consummation of the proposed merger of Bank South Corporation
with and into NationsBank 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
(Registrant)
By: /s/ HUGH L. MCCOLL, JR.
HUGH L. MCCOLL, JR.
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
Dated: September 27, 1995
/s/ HUGH L. MCCOLL, JR.
(HUGH L. MCCOLL, JR.)
/s/ JAMES H. HANCE, JR. Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
(JAMES H. HANCE, JR.) Vice Chairman and Chief Financial Officer
/s/ MARC D. OKEN (Principal Financial Officer) September 27, 1995
Executive Vice President and Chief Accounting September 27, 1995
(MARC D. OKEN) Officer (Principal Accounting Officer) September 27, 1995
SIGNATURE TITLE DATE
/s/ RONALD W. ALLEN Director September 27, 1995
(RONALD W. ALLEN)
/s/ WILLIAM M. BARNHARDT Director September 27, 1995
(WILLIAM M. BARNHARDT)
/s/ THOMAS E. CAPPS Director September 27, 1995
(THOMAS E. CAPPS)
/s/ CHARLES W. COKER Director September 27, 1995
(CHARLES W. COKER)
/s/ THOMAS G. COUSINS Director September 27, 1995
(THOMAS G. COUSINS)
/s/ ALAN T. DICKSON Director September 27, 1995
(ALAN T. DICKSON)
/s/ W. FRANK DOWD, JR. Director September 27, 1995
(W. FRANK DOWD, JR.)
/s/ A. L. ELLIS Director September 27, 1995
(A. L. ELLIS)
/s/ PAUL FULTON Director September 27, 1995
(PAUL FULTON)
/s/ L. L. GELLERSTEDT, JR. Director September 27, 1995
(L. L. GELLERSTEDT, JR.)
/s/ TIMOTHY L. GUZZLE Director September 27, 1995
(TIMOTHY L. GUZZLE)
/s/ W. W. JOHNSON Director September 27, 1995
(W. W. JOHNSON)
/s/ BUCK MICKEL Director September 27, 1995
(BUCK MICKEL)
/s/ JOHN J. MURPHY Director September 27, 1995
(JOHN J. MURPHY)
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SIGNATURE TITLE DATE
/s/ JOHN C. SLANE Director September 27, 1995
(JOHN C. SLANE)
/s/ JOHN W. SNOW Director September 27, 1995
(JOHN W. SNOW)
/s/ MEREDITH R. SPANGLER Director September 27, 1995
MEREDITH R. SPANGLER
/s/ ROBERT H. SPILMAN Director September 27, 1995
(ROBERT H. SPILMAN)
Director September 27, 1995
(RONALD TOWNSEND)
/s/ JACKIE M. WARD Director September 27, 1995
(JACKIE M. WARD)
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NATIONSBANK CORPORATION
BOARD OF DIRECTORS
RESOLUTIONS
ACQUISITION OF BANK SOUTH CORPORATION
SEPTEMBER 1, 1995
WHEREAS, it is proposed that NationsBank Corporation (the "Corporation")
purchase all of the outstanding capital stock of Bank South Corporation ("BSC")
pursuant to a merger of BSC with and into a subsidiary of the Corporation (the
"Acquisition"); and
WHEREAS, the purchase price for the Acquisition will be paid in shares of
the Corporation's common stock (the "NationsBank Common Stock") in accordance
with the terms of the transaction as described to the Board of Directors and to
be reflected in the provisions of the Acquisition Agreement (as defined below);
and
WHEREAS, it is deemed to be fair, advisable and in the best interests of
the Corporation to effect the Acquisition;
NOW, THEREFORE, BE IT:
RESOLVED, that the Board of Directors of the Corporation hereby approves
the Acquisition and the other transactions contemplated in connection therewith,
to be negotiated and evidenced by an Agreement and Plan of Merger by and between
NationsBank Corporation and BSC (the "Acquisition Agreement"), including the
issuance of NationsBank Common Stock in exchange for the outstanding shares of
BSC capital stock upon consummation of the Acquisition; and
RESOLVED, that the Board of Directors of the Corporation hereby determines
that the BSC capital stock as the consideration to be received by the
Corporation in exchange for shares of NationsBank Common Stock is adequate; and
RESOLVED, that the Board of Directors of the Corporation hereby authorizes
the appropriate officers of the Corporation to negotiate, execute and deliver an
Acquisition Agreement; and
RESOLVED, that the appropriate officers of the Corporation be, and each of
them hereby is, authorized, empowered and directed, subject to the terms and
conditions of the Acquisition Agreement, to do any and all things necessary to
effectuate and consummate the transactions contemplated by the Acquisition
Agreement as may be prescribed by law or as they may deem necessary or
advisable, including the negotiation, execution and delivery of a stock option
agreement and certain employment agreements; to prepare all documentation and to
effect all filings and obtain appropriate permits, consents, approvals and
authorizations of all third parties, including the Board of Governors of the
Federal Reserve System, the Office of the Comptroller of the Currency, the
Federal Deposit Insurance Corporation, the Department of Banking and Finance of
the State of Florida and any other applicable federal or state regulatory
authority; and to execute personally or by attorney-in-fact such required
filings or amendments or supplements to such required filings, and otherwise to
cause such filings and any amendments thereto to become effective or otherwise
approved; and
RESOLVED, that the appropriate officers of the Corporation be, and each of
them hereby is, authorized, empowered and directed to do any and all things
necessary, appropriate or convenient to cause either a de novo national bank or
an interim national bank, as such officers may determine, to be organized as a
subsidiary of the Corporation for purposes of effecting the Acquisition by means
of a merger of BSC's subsidiary bank with and into such de novo or interim
national bank, as the case may be; and
RESOLVED, that the appropriate officers of the Corporation be, and each of
them hereby is, authorized, empowered and directed to vote any shares of any
subsidiary of the Corporation (other than those shares held by any subsidiary in
a fiduciary capacity, in which event the fiduciary shall make all decisions
related to such shares, including whether or not and how to vote any shares held
by it in such capacity) as may be necessary to effect the consummation of the
Acquisition; and
RESOLVED, that the Corporation hereby reserves, sets aside and authorizes
for issuance up to 30,000,000 shares of the authorized but unissued shares of
NationsBank Common Stock (the "Shares"), and that the appropriate officers of
the Corporation be, and each of them hereby is, authorized and empowered to
issue the Shares, or such portion thereof, as may be necessary in connection
with the conversion and exchange of the issued and outstanding shares of BSC, as
well as the preferred stock and outstanding stock options of BSC, in accordance
with the provisions of such conversion and exchange as set forth in the
Acquisition Agreement; and
RESOLVED, that the appropriate officers of the Corporation be, and each of
them hereby is, authorized, empowered and directed to convert any rights with
respect to BSC Common Stock pursuant to stock options or stock appreciation
rights
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which are outstanding as of the closing of the Acquisition into rights with
respect to NationsBank Common Stock, such conversion and the terms of any
converted stock options or stock appreciation rights to be in accordance with
the terms of the Acquisition Agreement; and
RESOLVED, that, in connection with the issuance of the Shares pursuant to
the Acquisition Agreement, the appropriate officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed to execute and file
with the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-4 (or such other form as such officers, upon advice of
counsel, may determine to be necessary or appropriate) under the Securities Act
of 1933, as amended (the "Securities Act"), to execute and file all such other
instruments and documents, and to do all such other acts and things in
connection with the Registration Statement, including the execution and filing
of such amendment or amendments (including any post-effective amendments)
thereto, as they may deem necessary or advisable to effect such filings and to
procure the effectiveness of the Registration Statement (and any such
post-effective amendments thereto) and to make such supplements to the
Prospectus forming a part of said Registration Statement as may be required or
otherwise as they may deem advisable; and
RESOLVED, that Paul J. Polking 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 Statement 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; and
RESOLVED, that Paul J. Polking be, and he hereby is, designated as Agent
for Service of the Corporation with all such powers and functions as are
provided by the General Rules and Regulations of the Commission under the
Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
RESOLVED, that the Shares, when issued and distributed in accordance with
and pursuant to the Acquisition Agreement, shall be fully paid and
non-assessable and the holders of such Shares shall be subject to no further
call or liability with respect thereto; and
RESOLVED, that the appropriate officers of the Corporation be, and each of
them hereby is, authorized, empowered and directed, in the name of and on behalf
of the Corporation, to take all such actions and to execute all such documents
as such officers may deem necessary or appropriate for compliance with the
Securities Act or the Exchange Act in connection with the transactions
contemplated by the Acquisition Agreement; and
RESOLVED, that the listing of the Shares to be issued pursuant to the
Acquisition Agreement on the New York Stock Exchange and the Pacific Stock
Exchange hereby is approved, and that the appropriate officers of the
Corporation be, and each of them hereby is, authorized, empowered and directed,
with the assistance of counsel, to prepare, execute and file listing
applications and any requests for determinations as to the application of
certain rules to the Acquisition with the New York Stock Exchange and the
Pacific Stock Exchange and to take all actions necessary or appropriate to
effect such listings and requests; and
RESOLVED, that it is desirable and in the best interests of the Corporation
that the Shares to be issued in accordance with and pursuant to the Acquisition
Agreement be qualified or registered for distribution in various states where
appropriate, that the Chairman and Chief Executive Officer, the Chief Financial
Officer, any Executive Vice President, any Senior Vice President or any
Associate General Counsel and the Secretary or any Assistant Secretary hereby
are authorized, empowered and directed to determine the states in which
appropriate action shall be taken to qualify or register for distribution the
Shares as such officers may deem advisable; that said officers be, and each of
them hereby is, authorized, empowered and directed to perform on behalf of the
Corporation any and all such acts as they may deem necessary or advisable in
order to comply with the applicable laws of any such states, and in connection
therewith to execute and file all requisite papers and documents, including,
without limitation, resolutions, applications, reports, surety bonds,
irrevocable consents and appointments of attorneys for service of process; and
the execution by such officers of any such paper or document or the doing by
them of any act in connection with the foregoing matters shall establish
conclusively their authority therefor from the Corporation and the approval and
ratification by the Corporation of the papers and documents so executed and the
actions so taken; and
RESOLVED, that the foregoing officers be, and each of them hereby is,
authorized, empowered and directed to do any and all things which in their
judgment may be necessary or appropriate in order to obtain a permit, exemption,
registration or qualification for, and a dealer's license with respect to, the
distribution of the Shares in accordance with and under the securities or
insurance laws of any one or more of the states as such officers may deem
advisable, and in connection therewith to execute, acknowledge, verify, deliver,
file and publish all applications, reports, resolutions, consents, consents to
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service of process, powers of attorneys, commitments and other papers and
instruments as may be required under such laws and to take any and all further
action which they may deem necessary or appropriate in order to secure and to
maintain such permits, exemptions, registrations and qualifications in effect
for so long as they shall deem in the best interests of the Corporation; and
RESOLVED, that Chemical Bank be, and it hereby is, appointed Transfer Agent
and Registrar for the Shares; that Chemical Bank be, and it hereby is, vested
with all the power and authority as Transfer Agent and Registrar with respect to
the Shares as it has heretofore been vested with for the shares of NationsBank
Common Stock currently issued and outstanding; and that, if determined to be
necessary or advisable by the appropriate officers of the Corporation, Chemical
Bank may be appointed Exchange Agent for the Acquisition; and
RESOLVED, that the Board of Directors of the Corporation hereby adopts, as
if expressly set forth herein, the form of any resolution required by any
authority to be filed in connection with any applications, consents to service,
issuer's covenants or other documents, applications, reports or filings relating
to the foregoing resolutions if (i) in the opinion of the officers of the
Corporation executing same, the adoption of such resolutions is necessary or
desirable and (ii) the Secretary or an Assistant Secretary of the Corporation
evidences such adoption by inserting in the minutes of this meeting copies of
such resolutions, which will thereupon be deemed to be adopted by the Board of
Directors of the Corporation with the same force and effect as if presented at
this meeting; and
RESOLVED, that the appropriate officers of the Corporation hereby are
authorized, empowered and directed to do any and all things necessary,
appropriate or convenient to carry into effect the foregoing resolutions,
including the execution and delivery of all such instruments, agreements,
certificates, reports, applications, notices, letters and other documents; and
RESOLVED, that any and all actions heretofore taken by any of the
directors, officers, representatives or agents of the Corporation or any of its
affiliates in connection with the transactions contemplated by the Acquisition
Agreement or otherwise referred to in the foregoing resolutions hereby are
ratified, confirmed and approved in all respects as the acts and deeds of the
Corporation.
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CERTIFICATE OF SECRETARY
I, ALLISON L. GILLIAM, Assistant Secretary of NationsBank Corporation, a
North Carolina corporation (the "Corporation"), do hereby certify that the
foregoing is a true and correct copy of resolutions duly adopted by the Board of
Directors of the Corporation in accordance with the bylaws of the Corporation on
September 1, 1995 and that said resolutions are in full force and effect and
have not been amended or rescinded.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of the
Corporation this 6th day of October, 1995.
(SEAL)
/s/ ALLISON L. GILLIAM
ALLISON L. GILLIAM
ASSISTANT SECRETARY
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