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 20,000,000 shares of the Common Stock of NationsBank Corporation pursuant to
the NationsBank Corporation 1996 Associates Stock Option Award 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: June 26, 1996
Signature Title Date
/s/ Hugh L. McColl, Jr. Chairman of the Board, Chief June 26, 1996
- ------------------------- Executive Officer and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ James H. Hance, Jr. Vice Chairman and June 26, 1996
- --------------------------- Chief Financial Officer
James H. Hance, Jr. (Principal Financial Officer)
/s/ Marc D. Oken Executive Vice President and June 26, 1996
- --------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
/s/ Ronald W. Allen Director June 26, 1996
- ---------------------------
Ronald W. Allen
/s/ William M. Barnhardt Director June 26, 1996
- ---------------------------
William M. Barnhardt
/s/ Thomas E. Capps Director June 26, 1996
- -----------------------------
Thomas E. Capps
/s/ Charles W. Coker Director June 26, 1996
- ----------------------------
Charles W. Coker
/s/ Thomas G. Cousins Director June 26, 1996
- ---------------------------
Thomas G. Cousins
/s/ Alan T. Dickson Director June 26, 1996
- ----------------------------
Alan T. Dickson
/s/ W. Frank Dowd, Jr. Director June 26, 1996
- ---------------------------
W. Frank Dowd, Jr.
2
/s/ Paul Fulton Director June 26, 1996
- ----------------------------
Paul Fulton
/s/ Timothy L. Guzzle Director June 26, 1996
- ---------------------------
Timothy L. Guzzle
/s/ W.W. Johnson Director June 26, 1996
- ----------------------------
W. W. Johnson
/s/ John J. Murphy Director June 26, 1996
- ----------------------------
John J. Murphy
/s/ John C. Slane Director June 26, 1996
- ---------------------------
John C. Slane
/s/ John W. Snow Director June 26, 1996
- ---------------------------
John W. Snow
/s/ Meredith R. Spangler Director June 26, 1996
- ---------------------------
Meredith R. Spangler
/s/ Robert H. Spilman Director June 26, 1996
- ---------------------------
Robert H. Spilman
/s/ Ronald Townsend Director June 26, 1996
- -----------------------------
Ronald Townsend
/s/ E. Craig Wall, Jr. Director June 26, 1996
- ------------------------------
E. Craig Wall, Jr.
/s/ Jackie M. Ward Director June 26, 1996
- -----------------------------
Jackie M. Ward
/s/ Virgil R. Williams Director June 26, 1996
- -----------------------------
Virgil R. Williams
3
PREAMBLES AND RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF NATIONSBANK
CORPORATION AT ITS MEETING ON WEDNESDAY, JUNE 26, 1996 WITH RESPECT TO THE
ESTABLISHMENT OF A BROAD-BASED STOCK OPTION PLAN
WHEREAS, the Compensation Committee of this Board of Directors, subject
to the approval of this Board of Directors, has authorized the Chief Executive
Officer of this Corporation to develop and establish along certain guidelines a
broad-based stock option plan to become effective during 1996;
NOW, THEREFORE, BE IT RESOLVED, that the Chief Executive Officer of
this Corporation be, and he hereby is, authorized, empowered and directed to
cause the Corporation to adopt and establish effective as of July 1, 1996 a
broad-based stock option plan for this Corporation and its subsidiaries
containing the design terms and features described on Exhibit A attached hereto
(the "1996 ASOP"); and
FURTHER RESOLVED, that 20,000,000 shares of common stock (the "Shares")
of the Corporation ("Common Stock") be, and they hereby are, set aside, reserved
and authorized for issuance pursuant to the terms of the 1996 ASOP; and
FURTHER RESOLVED, 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 1996 ASOP, under the Securities Act of 1933, as
amended (collectively, the "Registration Statements"), for the registration of
up to the aggregate number of Shares for issuance pursuant to the terms of the
1996 ASOP 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 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 James W. Kiser 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 Statements 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 Chief Executive Officer, the Principal Financial Officer, the
Principal Accounting Officer and any other officer of the Corporation; 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 on the
New York Stock Exchange (the "NYSE"), the Pacific Stock Exchange (the "PSE") and
the London Stock Exchange ("LSE"), including, without limitation, the
preparation, execution and filing of all necessary applications, documents,
forms and agreements with the NYSE, PSE and LSE, the payment by the Corporation
of all required filing or application fees to the NYSE, PSE and LSE and the
appearance of any such officer (if requested) before officials of the NYSE, PSE
and LSE; and
FURTHER RESOLVED, that it is desirable and in the best interest of the
Corporation that the Shares be qualified or registered for sale in various
states and certain foreign jurisdictions (if applicable); that the appropriate
officers of the Corporation be, and each of them hereby is, authorized to
determine the states and foreign jurisdictions (if any) 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 or foreign jurisdictions, 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, upon the issuance thereof under the 1996 ASOP,
the Shares shall be deemed to be fully paid and non-assessable and the holders
of the Shares shall be subject to no further call or liability with respect
thereto; and
FURTHER RESOLVED, that Chase Mellon Shareholder Services, L.L.C. be,
and it hereby is, appointed Transfer Agent and Registrar for the Shares, and
that Chase Mellon Shareholder Services, L.L.C. 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 Common Stock currently issued and
outstanding; 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.
Exhibit A
NationsBank Corporation
Proposed Principal Terms and Conditions
for New Broad-Based Stock Option Plan
1. Maximum number of shares to be reserved for issuance pursuant to option
awards: 20,000,000
2. Grant Date: July 1, 1996 (certain new hires to receive grants on July 1,
1997, July 1, 1998 and July 1, 1999; see #8 below)
3. Term of Option: All options expire at the close of business on June 30,
2001
4. July 1, 1996 Grant: All "benefits eligible" employees of NationsBank
Corporation and its subsidiaries who are actively employed on July 1,
1996 and who hold the position of Vice President or below (and who have
not previously been granted an option under the Key Employee Stock Plan),
will receive an option grant as follows:
# of Shares
Position Covered By Option
Vice President 500
Assistant Vice President 400
Officer 250
Full-time non-officer 250
Part-time non-officer 100
Corporate Personnel Group Executive to determine which benefits eligible
employees who are outside of the U.S. will receive awards.
5. Option Price: Fair market value of NationsBank Common Stock on grant
date.
6. Vesting/Exercisability: 50% of option vests when stock closes at or above
$100 per share for 10 consecutive trading days; remaining 50% of option
vests when stock closes at or above $120 per share for 10 consecutive
trading days; if not previously vested, option 100% vests on July 1,
2000. In no event can options be exercised before January 1, 1997.
7. Exercisability Upon Termination of Employment: The Plan will provide the
extent to which options may vest and remain exercisable after termination
of employment. The Plan may make distinctions based on the reason for
termination (e.g., death, disability or retirement).
8. Employees Hired After July 1, 1996: Employees hired between (i) July 2,
1996 and July 1, 1997, (ii) between July 2, 1997 and July 1, 1998 and
(iii) between July 2, 1998 and July 1, 1999 will be granted options for
pro-rated shares as follows:
July 1, 1997 Grant July 1, 1998 Grant July 1, 1999 Grant
------------------ ------------------ ------------------
VP 400 VP 300 VP 200
AVP 320 AVP 240 AVP 160
Officer 200 Officer 150 Officer 100
Full-Time 200 Full-time 150 Full-time 100
Part-Time 80 Part-time 60 Part-time 40
In no case will July 1, 1997, July 1, 1998 or July 1, 1999 option prices
be less than July 1, 1996 option price. If stock price "trigger" of $100
is reached, subsequent new hires will receive options that will vest 100%
upon attainment of the $120 "trigger." If $120 trigger is reached,
subsequent new hires will receive no awards.
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 June
26, 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 26th day of June, 1996.
(CORPORATE SEAL)
/s/ Allison L. Gilliam
Assistant Secretary