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 or 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
1,500,000 shares of common stock of NationsBank Corporation to be issued in
exchange for shares of common stock , par value $1.00 per share, of First
Federal Savings Bank of Brunswick, Georgia, upon consummation of the proposed
merger of Interim First Federal Savings Bank of Brunswick, Charlotte, North
Carolina, an interim federal stock savings bank and wholly owned subsidiary of
NationsBank, with and into First Federal 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
NationsBank Corporation and said Officers and Directors hereby grants 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 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 is 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 of the Board and
Chief Executive Officer
Dated: December 17, 1996
Signature Title Date
/s/ Hugh L. McColl, Jr. Chairman of the Board, Chief December 17, 1996
- ------------------------------- Executive Officer and Director
Hugh L. McColl, Jr. (Principal Executive Officer)
/s/ James H. Hance, Jr. Vice Chairman and Chief December 17, 1996
- ------------------------------- Financial Officer (Principal
James H. Hance, Jr. Financial Officer)
/s/ Marc D. Oken Executive Vice President and December 17, 1996
- ------------------------------- Chief Accounting Officer
Marc D. Oken (Principal Accounting Officer)
/s/ Ronald W. Allen Director December 17, 1996
- -------------------------------
Ronald W. Allen
/s/ Ray C. Anderson Director December 17, 1996
- -------------------------------
Ray C. Anderson
/s/ William M. Barnhardt Director December 17, 1996
- -------------------------------
William M. Barnhardt
/s/ Thomas E. Capps Director December 17, 1996
- -------------------------------
Thomas E. Capps
/s/ Charles W. Coker Director December 17, 1996
- --------------------------------
Charles W. Coker
/s/ Thomas G. Cousins Director December 17, 1996
- --------------------------------
Thomas G. Cousins
/s/ Alan T. Dickson Director December 17, 1996
- --------------------------------
Alan T. Dickson
/s/ W. Frank Dowd, Jr. Director December 17, 1996
- --------------------------------
W. Frank Dowd, Jr.
/s/ Paul Fulton Director December 17, 1996
- --------------------------------
Paul Fulton
/s/ Timothy L. Guzzle Director December 17, 1996
- --------------------------------
Timothy L. Guzzle
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Signature Title Date
/s/ W. W. Johnson Director December 17, 1996
- -----------------------------
W. W. Johnson
Director
- -----------------------------
John J. Murphy
/s/ John C. Slane Director December 17, 1996
- -----------------------------
John C. Slane
/s/ O. Temple Sloan, Jr. Director December 17, 1996
- ------------------------------
O. Temple Sloan, Jr.
/s/ John W.Snow Director December 17, 1996
- ------------------------------
John W. Snow
/s/ Meredith R. Spangler Director December 17, 1996
- ------------------------------
Meredith R. Spangler
/s/ Robert H. Spilman Director December 17, 1996
- ------------------------------
Robert H. Spilman
/s/ Ronald Townsend Director December 17, 1996
- ------------------------------
Ronald Townsend
/s/ E.Craig Wall, Jr. Director December 17, 1996
- ------------------------------
E. Craig Wall, Jr.
/s/ Jackie M. Ward Director December 17, 1996
- ------------------------------
Jackie M. Ward
/s/ Virgil R. Williams Director December 17, 1996
- ------------------------------
Virgil R. Williams
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NATIONSBANK CORPORATION
BOARD OF DIRECTORS
RESOLUTIONS
ACQUISITION OF FIRST FEDERAL SAVINGS BANK OF BRUNSWICK, GEORGIA
DECEMBER 17, 1996
WHEREAS, the Superior Court of Glynn County, Georgia (the "Court") has
entered an Order dated December 16, 1994 and an Order dated October 11, 1996
(the "Orders") obligating NationsBank Corporation (the "Corporation") to
specifically perform the terms of an Acquisition Agreement (as defined below)
between the Corporation (as successor to C&S/Sovran Corporation ("C&S/Sovran"))
and First Federal Savings Bank of Brunswick, Georgia ("First Federal"); and
WHEREAS, the Acquisition Agreement is deemed to include the following
documents: Agreement and Plan of Reorganization, dated as of April 19, 1988,
among NationsBank (as successor to C&S/Sovran) and First Federal; Amended and
Restated Agreement and Plan of Reorganization, dated as of November 20, 1989,
among NationsBank (as successor to C&S/Sovran) and First Federal; Amendment
Number One to the Amended and Restated Agreement and Plan of Reorganization,
dated as of August 20, 1990, among NationsBank (as successor to C&S/Sovran) and
First Federal; Amendment Number Two to the Amended and Restated Agreement and
Plan of Reorganization, dated as of December 19, 1990, among NationsBank (as
successor to C&S/Sovran) and First Federal; the Orders; letter from First
Federal to NationsBank, dated November 12, 1996; and draft letter to be sent
from First Federal to NationsBank waiving certain provisions of the Agreement
(the "Waiver Letter"); and
WHEREAS, pursuant to the Agreement, the Corporation will purchase all
of the outstanding capital stock of First Federal pursuant to a merger of an
interim federal stock savings bank subsidiary of the Corporation with and into
First Federal (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; and
WHEREAS, it is deemed to be 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, which has been negotiated and evidenced by
the Acquisition Agreement, including the issuance of NationsBank Common Stock in
exchange for the outstanding shares of First Federal capital stock (the "First
Federal Stock") upon consummation of the Acquisition; and
RESOLVED FURTHER, that the Board of Directors of the Corporation hereby
determines that the First Federal Stock as the consideration to be received by
the Corporation in exchange for shares of NationsBank Common Stock is adequate;
and
RESOLVED FURTHER, that the Board of Directors of the Corporation hereby
authorizes the appropriate officers of the Corporation to perform the
Acquisition Agreement; and
RESOLVED FURTHER, that the appropriate officers of the Corporation are
hereby 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; 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 Thrift Supervision,
the Georgia Department of Banking and Finance 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 FURTHER, that the appropriate officers of the Corporation are
hereby authorized, empowered and directed to do any and all things necessary,
appropriate or convenient to cause an interim federal stock savings bank (or any
other subsidiary) to be organized as a subsidiary of the Corporation for
purposes of effecting the Acquisition by means of a merger of such interim
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federal stock savings bank with and into First Federal (or for any
other form of merger, acquisition or consolidation); and
RESOLVED FURTHER, that the appropriate officers of the Corporation are
hereby 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 FURTHER, that the Corporation hereby reserves, sets aside and
authorizes for issuance up to 1,500,000 shares of the authorized but unissued
shares of NationsBank Common Stock (the "Shares"), and that the appropriate
officers of the Corporation are hereby authorized and empowered to cause the
Corporation to issue the Shares, or such portion thereof, as may be necessary in
connection with the conversion and exchange of the First Federal Stock, as well
as outstanding stock options of First Federal, if any, in accordance with the
provisions of such conversion and exchange as set forth in the Acquisition
Agreement; and
RESOLVED FURTHER, that the appropriate officers of the Corporation are
hereby authorized, empowered and directed to convert any rights with respect to
First Federal Stock pursuant to stock options 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 to be in accordance
with the terms of the Acquisition Agreement; and
RESOLVED FURTHER, that, in connection with the issuance of the Shares
pursuant to the Acquisition Agreement, the appropriate officers of the
Corporation are hereby 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
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effectiveness of the Registration Statement (and any such post-effective
amendments thereto) and to make such supplements to the Proxy
Statement-Prospectus forming a part of said Registration Statement as may be
required or otherwise as they may deem advisable; and
RESOLVED FURTHER, that Paul J. Polking and Charles M. Berger, and each
of them with full power to act without the other, are hereby 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 FURTHER, that Paul J. Polking is hereby 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 FURTHER, 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 FURTHER, that the appropriate officers of the Corporation are
hereby 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 FURTHER, that the listing of the Shares to be issued pursuant
to the Acquisition Agreement on the New York Stock Exchange, the Pacific Stock
Exchange and the London Stock Exchange hereby is approved, and that the
appropriate officers of the Corporation are hereby 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
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Stock Exchange, the Pacific Stock Exchange and the London Stock Exchange and to
take all actions necessary or appropriate to effect such listings and requests;
and
RESOLVED FURTHER, 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 are hereby
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 FURTHER, that the foregoing officers are hereby authorized,
empowered and directed to do any and all things which in their judgment may be
necessary or appropriate 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 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 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
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RESOLVED FURTHER, that the appropriate officers of the Corporation are
hereby authorized, if they deem it necessary or advisable, to appoint Chase
Mellon Shareholder Services, L.L.C., transfer agent and registrar for the
Shares; that, if so appointed, Chase Mellon Shareholder Services, L.L.C., will
be 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, Chase Mellon Shareholder Services, L.L.C., may be appointed
exchange agent for the Acquisition; and
RESOLVED FURTHER, 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 FURTHER, 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.
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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 (the "Corporation"), do hereby certify that the foregoing is a true and
correct copy of the resolutions duly adopted by the Board of Directors of the
Corporation at a meeting of the Board of directors held on December 17, 1996, at
which meeting a quorum was present and acting throughout and that said
resolution is in full force and effect and has not been amended or rescinded as
of the date hereof.
IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of
the Corporation as of this 13th day of January, 1997.
/S/ ALLISON L. GILLIAM
Assistant Secretary
(CORPORATE SEAL)
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