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) one or more Registration
Statements of NationsBank Corporation on Form S-8 relating to the issuance of up
to 300,000 shares of the Common Stock of NationsBank Corporation pursuant to the
NationsBank Corporation Directors' Stock Plan 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 Statements"), 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 Statements 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 Statements 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.
Chairman of the Board and
Chief Executive Officer
Dated: April 24, 1996
Signature Title Date
/s/ Hugh L. McColl, Jr. Chairman of the Board, Chief April 24, 1996
- --------------------------- Executive Officer and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ James H. Hance, Jr. Vice Chairman and April 24, 1996
- --------------------------- Chief Financial Officer
James H. Hance, Jr. (Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and April 24, 1996
- --------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
/s/ Ronald W. Allen Director April 24, 1996
- ---------------------------
Ronald W. Allen
/s/ William M. Barnhardt Director April 24, 1996
- ---------------------------
William M. Barnhardt
/s/ Thomas E. Capps Director April 24, 1996
- --------------------------
Thomas E. Capps
/s/ Charles W. Coker Director April 24, 1996
- ---------------------------
Charles W. Coker
/s/ Thomas G. Cousins Director April 24, 1996
- ---------------------------
Thomas G. Cousins
/s/ Alan T. Dickson Director April 24, 1996
- ---------------------------
Alan T. Dickson
/s/ W. Frank Dowd, Jr. Director April 24, 1996
- ---------------------------
W. Frank Dowd, Jr.
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/s/ Paul Fulton Director April 24, 1996
- ---------------------------
Paul Fulton
/s/ Timothy L. Guzzle Director April 24, 1996
- ---------------------------
Timothy L. Guzzle
/s/ W. W. Johnson Director April 24, 1996
- ---------------------------
W. W. Johnson
/s/ John J. Murphy Director April 24, 1996
- ---------------------------
John J. Murphy
/s/ John C. Slane Director April 24, 1996
- ---------------------------
John C. Slane
/s/ John W. Snow Director April 24, 1996
- ---------------------------
John W. Snow
/s/ Meredith R. Spangler Director April 24, 1996
- ---------------------------
Meredith R. Spangler
/s/ Robert H. Spilman Director April 24, 1996
- ---------------------------
Robert H. Spilman
/s/ Ronald Townsend Director April 24, 1996
- ---------------------------
Ronald Townsend
/s/ E. Craig Wall, Jr. Director April 24, 1996
- ---------------------------
E. Craig Wall, Jr.
/s/ Jackie M. Ward Director April 24, 1996
- ----------------------------
Jackie M. Ward
/s/ Virgil R. Williams Director April 24, 1996
- ----------------------------
Virgil R. Williams
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PREAMBLES AND RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
NATIONSBANK CORPORATION AT ITS MEETING ON MARCH 12, 1996 WITH
RESPECT TO DIRECTOR COMPENSATION
WHEREAS, this Corporation currently provides its nonemployee directors
with compensation in the form of an annual retainer fee, certain meetings fees
and retirement benefits under the NationsBank Corporation Directors' Retirement
Plan (the "Directors' Retirement Plan"), all of which benefits are payable in
the form of cash; and
WHEREAS, nonemployee directors of this Corporation currently have the
right to defer their annual retainer and meetings fees through participation in
the NationsBank Corporation Director Deferral Plan (the "Director Deferral
Plan"); and
WHEREAS, in order to further align the interest of the directors of
this Corporation with the shareholders of this Corporation, it is advisable and
in the best interest of this Corporation (i) to establish the "NationsBank
Corporation Direc-tors' Stock Plan" (the "Directors' Stock Plan") for this
Corporation in the form attached hereto as Exhibit A, subject to the approval of
the shareholders of this Corporation at the 1996 annual meeting, pursuant to
which 40% of each year's annual retainer fee for nonemployee directors will be
paid in the form of Common Stock of this Corporation ("Common Stock"), and (ii)
subject to shareholder approval of the Directors' Stock Plan, (a) to terminate
for active nonemployee directors of this Corporation their participation in the
Directors' Retirement Plan by paying the present value of benefits previously
accrued under such Plan as of April 24, 1996 in the form of a cash payment equal
to 50% of such present value and a payment in the form of shares of Common Stock
equal in value to 50% of such present value in accordance with the terms of the
Directors' Stock Plan, all in accordance with an amendment to the Directors'
Retirement Plan in the form attached hereto as Exhibit B, (b) to increase the
annual retainer fee for nonemployee directors of this Corporation effective at
the 1996 annual meeting of directors from $36,000 per year to $60,000 per year,
and (c) to amend and restate the Director Deferral Plan to accommodate the
deferral of the stock portion of the annual retainer fee in the form of "stock
units" to be credited to a bookkeeping account under the Director Deferral Plan
and to permit "partial deferrals" by directors of the stock and cash components
of their annual compensation, all pursuant to the terms of an amended and
restated Director Deferral Plan in the form attached hereto as Exhibit C;
NOW, THEREFORE, BE IT RESOLVED, that the Directors' Stock Plan attached
hereto as Exhibit A and hereby made a part hereof, be, and the same hereby is,
authorized, approved and adopted subject to the approval of the shareholders of
this Corporation at the 1996 annual meeting of shareholders; and
FURTHER RESOLVED, that this Corporation hereby reserves, sets aside,
and authorizes 300,000 shares of its authorized but unissued shares of Common
Stock to be issued in accordance with the terms and conditions of the Directors'
Stock Plan; and
FURTHER RESOLVED, that this Board of Directors does hereby recommend
and propose the ratification, adoption and approval of the Directors' Stock Plan
by the shareholders of the Corporation and does hereby direct that a proposal
for the ratification, adoption and approval of the Directors' Stock Plan be
prepared by the proper officers of the Corporation and presented to the
shareholders of the Corporation at the 1996 annual meeting of shareholders; and
FURTHER RESOLVED, subject to the approval of the Directors' Stock Plan
by the shareholders of this Corporation, that the appropriate officers and
directors of the Corporation be, and each of them hereby is, authorized, in the
name and on behalf of the Corporation, to prepare, execute and file, or cause to
be prepared and filed, with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-8, and any subsequent
registration statements on Form S-8 relating to the Directors' Stock Plan, under
the Securities Act of 1933, as amended (collectively, the "Registration
Statements"), for the registration of up to 300,000 shares of Common Stock for
issuance pursuant to the terms of the Directors' Stock Plan with full power and
authority to make such changes or additions thereto as any of them may approve,
such approval to be conclusively evidenced by the filing thereof, and to
prepare, execute and cause to be filed any amendments to such Registration
Statements (including, without limitation, post-effective amendments), together
with all documents required as exhibits to such Registration Statements or any
amendments or supplements thereto, and all certificates, letters, instruments,
applications and any other documents which may be required to be filed with the
Commission with respect to the registration of the shares of Common Stock
issuable pursuant to the terms of the Directors' Stock Plan and to take any and
all action with respect to any of the foregoing as they, in their discretion,
shall deem necessary or advisable, with the taking of such action conclusively
establishing the validity thereof; and
FURTHER RESOLVED, that Paul J. Polking, Esq. be, and he hereby is,
designated and appointed as the agent for service in all matters relating to the
Registration Statements; and
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized and directed to take, or cause to be
taken, any and all action necessary to effect the listing of the shares of
Common Stock issuable pursuant to the Directors' Stock Plan on the New York
Stock Exchange (the "NYSE") and the Pacific Stock Exchange (the "PSE"),
including, without limitation, the preparation, execution and filing of all
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necessary applications, documents, forms and agreements with the NYSE and the
PSE, the payment by the Corporation of all required filing or application fees
to the NYSE and the PSE and the appearance of any such officer (if requested)
before officials of the NYSE and the PSE; and
FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that the shares of Common Stock issuable pursuant to the terms of
the Directors' Stock Plan be qualified or registered for sale in various states;
that the appropriate officers of the Corporation be, and each of them hereby is,
authorized to determine the states in which appropriate action shall be taken to
qualify or register for sale all or such part of such shares as said officers
may deem advisable; that said officers be, and each of them hereby is,
authorized 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, but not limited to, applications, reports,
surety bonds, irrevocable consents to and appointments of attorneys for the
purpose of receiving and accepting 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 conclusively establish their
authority therefor from the Corporation and the approval and ratification by the
Corporation of the papers and documents so executed and the action so taken; and
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and each of them hereby is, authorized to take all action, to execute, deliver
and file all instruments and documents, to enter into all agreements and to do
or cause to be done all such acts and things (including the payment of all
necessary fees and expenses), in the name and on behalf of the Corporation and
under its seal or otherwise, as they or any of them may deem necessary or
desirable to carry out the intent and purposes of the foregoing resolutions; and
FURTHER RESOLVED, that any action authorized by any of the foregoing
resolutions which has been taken prior to the date hereof be, and the same
hereby is, ratified and confirmed in all respects; and
FURTHER RESOLVED, subject to the approval by the shareholders of this
Corporation of the Directors' Stock Plan, that the amendment to the Directors'
Retirement Plan attached hereto as Exhibit B and hereby made a part hereof, be,
and the same hereby is, authorized, approved and adopted; and
FURTHER RESOLVED, subject to the approval by the shareholders of this
Corporation of the Directors' Stock Plan, the annual retainer fee for
nonemployee directors of this Corporation be, and
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the same hereby is, increased from $36,000 per annum to $60,000 per annum,
payable as set forth in the Directors' Stock Plan, effective with the 1996
annual meeting of directors; and
FURTHER RESOLVED, subject to the approval of the shareholders of the
Directors' Stock Plan, the amended and restated Director Deferral Plan attached
hereto as Exhibit C and hereby made a part hereof, be, and the same hereby is,
authorized, approved and adopted; and
FURTHER RESOLVED, that the proper officers of this Corporation be, and
they hereby are, authorized and directed to execute on behalf of the Corporation
the documents attached hereto as Exhibits A, B, and C, respectively, and to do
any and all other acts or things as may be necessary and appropriate in order to
carry out the full intent and purpose of the foregoing resolutions.
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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 resolutions duly adopted by a majority of the entire Board of
Directors of said corporation at a meeting of said Board of Directors held March
12, 1996, at which meeting a quorum was present and acted throughout and that
said resolutions are in full force and effect and have not been amended or
rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed
the seal of said corporation this 15th day of April, 1996.
(CORPORATE SEAL)
/s/ Allison L. Gilliam
Assistant Secretary