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 25,000,000 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. Chief Executive Officer Dated: January 22, 1997
Signature Title Date /s/ Hugh L. McColl, Jr. Chief Executive Officer and Director January 22, 1997 - ------------------------------------ Hugh L. McColl, Jr. (Principal Executive Officer) /s/ James H. Hance, Jr. Vice Chairman and January 22, 1997 - ---------------------------- James H. Hance, Jr. Chief Financial Officer (Principal Financial Officer) /s/ Marc D. Oken Executive Vice President and January 22, 1997 - ------------------------------------ Marc D. Oken Chief Accounting Officer (Principal Accounting Officer) /s/ Andrew B. Craig, III Chairman of the Board January 22, 1997 - ------------------------------------ Andrew B. Craig, III and Director /s/ Ronald W. Allen Director January 22, 1997 - --------------------------- Ronald W. Allen /s/ Ray C. Anderson Director January 22, 1997 - --------------------------- Ray C. Anderson /s/ William M. Barnhardt Director January 22, 1997 - ------------------------------------ William M. Barnhardt /s/ B. A. Bridgewater, Jr. Director January 22, 1997 - ------------------------------------ B. A. Bridgewater, Jr. /s/ Thomas E. Capps Director January 22, 1997 - --------------------------- Thomas E. Capps /s/ Charles W. Coker Director January 22, 1997 - --------------------------- Charles W. Coker /s/ Thomas G. Cousins Director January 22, 1997 - --------------------------- Thomas G. Cousins /s/ Alan T. Dickson Director January 22, 1997 - --------------------------- Alan T. Dickson /s/ W. Frank Dowd, Jr. Director January 22, 1997 - ------------------------------------ W. Frank Dowd, Jr. /s/ Paul Fulton Director January 22, 1997 - ------------------------------------ Paul Fulton /s/ Timothy L. Guzzle Director January 22, 1997 - --------------------------- Timothy L. Guzzle /s/ C. Ray Holman Director January 22, 1997 - ------------------------------------ C. Ray Holman /s/ W. W. Johnson Director January 22, 1997 - ------------------------------------ W. W. Johnson /s/ Russell W. Meyer, Jr. Director January 22, 1997 - ------------------------------------ Russell W. Meyer, Jr. /s/ John J. Murphy Director January 22, 1997 - --------------------------- John J. Murphy /s/ Richard B. Priory Director January 22, 1997 - --------------------------- Richard B. Priory /s/ John C. Slane Director January 22, 1997 - ------------------------------------ John C. Slane /s/ O. Temple Sloan, Jr. Director January 22, 1997 - ------------------------------------ O. Temple Sloan, Jr. /s/ John W. Snow Director January 22, 1997 - ------------------------------------ John W. Snow /s/ Meredith R. Spangler Director January 22, 1997 - ------------------------------------ Meredith R. Spangler /s/ Robert H. Spilman Director January 22, 1997 - --------------------------- Robert H. Spilman /s/ Albert E. Suter Director January 22, 1997 - ------------------------------------ Albert E. Suter /s/ Ronald Townsend Director January 22, 1997 - --------------------------- Ronald Townsend /s/ E. Craig Wall, Jr. Director January 22, 1997 - ------------------------------------ E. Craig Wall, Jr. /s/ Jackie M. Ward Director January 22, 1997 - --------------------------- Jackie M. Ward /s/ Virgil R. Williams Director January 22, 1997 - ------------------------------------ Virgil R. Williams
PREAMBLES AND RESOLUTIONS TO BE ADOPTED BY BOARD OF DIRECTORS OF NATIONSBANK CORPORATION AT ITS MEETING ON WEDNESDAY, MARCH 26, 1997 WITH RESPECT TO THE 1996 ASSOCIATES STOCK OPTION AWARD PLAN WHEREAS, the Corporation sponsors the NationsBank Corporation 1996 Associates Stock Option Award Plan (the "Plan") and the NationsBank Corporation 1996 Associates Stock Option Award Subplan for Persons Employed in the United Kingdom (the "UK Subplan"); and WHEREAS, under the terms of the Plan as currently in effect, no additional options are to be granted under the Plan for associates hired after July 1, 1996 because during March 1997 the common stock of the Corporation achieved a closing price of $60 per share for ten consecutive trading days; and WHEREAS, in the opinion of the members of the Board of Directors, it is desirable and in the best interests of the Corporation that the Plan be amended in the form attached hereto as Exhibit A to provide for an additional grant under the Plan on April 1, 1997 for associates who have been hired after July 1, 1996; NOW, THEREFORE, BE IT RESOLVED, that the amendment to the NationsBank Corporation 1996 Associates Stock Option Award Plan in the form attached hereto as Exhibit A be, and the same hereby is, authorized, adopted and approved; and FURTHER RESOLVED, that the Principal Corporate Personnel Officer be, and he hereby is, authorized and directed to establish the stock price vesting triggers set forth in Paragraph 21(d)(i) and (ii) of the Plan as amended by the instrument attached hereto as Exhibit A within the following guidelines: (1) the 50% vesting trigger set forth in Paragraph 21(d)(i) of the Plan as amended shall not be less than 120% nor more than 130% of the closing price of the Corporation's common stock on April 1, 1997 and (2) the 100% vesting trigger set forth in Paragraph 21(d)(ii) of the Plan as amended shall not be less than 140% nor more than 160% of the closing price of the Corporation's common stock on April 1, 1997; and FURTHER RESOLVED, that upon establishing the common stock vesting triggers as described above and revising the amendment to the Plan attached hereto as Exhibit A accordingly, the Principal Corporate Personnel Officer of the Corporation be, and he hereby is, authorized and directed to execute on behalf of the Corporation the amendment to the Plan attached hereto as Exhibit A; and FURTHER RESOLVED, that the proper officers of the Corporate Personnel Group be, and they hereby are, authorized and directed to cause the UK Subplan to be amended consistent with the amendment to the Plan as approved above and to cause such amendment to the UK Subplan to be submitted for approval by the United Kingdom's Inland Revenue; and FURTHER RESOLVED, that the proper officers of the Corporation be, and the same hereby are, authorized and directed to take such other or further actions as they deem necessary or appropriate to carry out the full intent and purpose 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 1996 ASSOCIATES STOCK OPTION AWARD PLAN Instrument of Amendment THIS INSTRUMENT OF AMENDMENT (the "Instrument") is executed as of the 1st day of April, 1997 by NATIONSBANK CORPORATION, a North Carolina corporation (the "Corporation"). Statement of Purpose The Corporation and its subsidiary corporations (collectively, the "Participating Employers") sponsor the NationsBank Corporation 1996 Associates Stock Option Award Plan (the "Plan"). Under the terms of the Plan as currently in effect, no additional options are to be granted under the Plan for associates hired after July 1, 1996 because during March 1997 the common stock of the Corporation achieved a closing price of $60 per share for ten consecutive trading days. The Participating Employers desire to amend the Plan as set forth herein to provide an additional grant on April 1, 1997 for associates hired after July 1, 1996. The amendment set forth herein has been approved by the Board of Directors of the Corporation. NOW, THEREFORE, the Plan is hereby amended as follows effective as of the date hereof: 1. The following Paragraph 21 is added to the end of the Plan: "21. APRIL 1, 1997 GRANT DATE: On March 3, 1997, the Common Stock achieved a Closing Price of at least sixty dollars ($60) per share for ten consecutive trading days. As a result, no additional Options are to be granted under the Plan for the July 1, 1997 Grant Date or any subsequent Grant Dates. Notwithstanding the foregoing, this Paragraph 21 sets forth the terms and provisions for a special one-time grant of Options under the Plan to certain associates on April 1, 1997 (the "1997 Grant Date"): (a) Subject to the provisions of Paragraph 4(b) through (e) above, the persons eligible to receive an Option grant on the 1997 Grant Date (the "1997 Eligible Associates") shall be each associate of a Participating Employer who is benefits eligible and who is actively employed on the 1997 Grant Date in any one of the positions set forth in Paragraph 4(a) above and, in addition, who either (1) has not previously been granted an Option under the Plan or (2) has previously been granted an Option under the Plan but the Option was forfeited or terminated without having been exercised to any extent. (b) The number of shares of Common Stock to be covered by the Option granted to a 1997 Eligible Associate on the 1997 Grant Date shall be determined as follows: Position on the # of Shares Covered 1997 Grant Date By Option Vice President .......................... 800 Asst. Vice President ................... 600 Officer below level of Asst. Vice President ................ 400 Full-time associate who is not an officer ................ 400 Part-time associate who is not an officer ................ 200 Notwithstanding any provision of the Plan to the contrary, no 1997 Eligible Associate shall be granted more than one Option on the 1997 Grant Date, regardless of whether on the 1997 Grant Date such 1997 Eligible Associate is employed by more than one Participating Employer. With respect to an associate who the Committee has determined to be a 1997 Eligible Associate pursuant to Paragraph 4(d), the Committee shall have final authority to determine the number of shares to be covered by such 1997 Eligible Associate's Option in accordance with the foregoing table. Any change in a 1997 Eligible Associate's job status or position with the Participating Employers after the 1997 Grant Date shall not affect the grant of an Option to such 1997 Eligible Associate or any rights thereunder except as otherwise expressly provided in the Plan. (c) The option exercise price for each share of Common Stock covered by an Option granted on the 1997 Grant Date shall be the Closing Price of the Common Stock on the 1997 Grant Date. (d) Options granted on the 1997 Grant Date shall be subject to the vesting/termination provisions of Paragraph 8 above (other than Paragraph 8(b) which shall not apply with respect to such Options) except that, subject to the provisions of Paragraph 14 and Paragraph 19, an Option granted on the 1997 Grant Date shall vest prior to July 1, 2000 only as follows: (i) The Option shall become fifty percent (50%) vested if both (A) the Closing Price of the Common Stock equals or exceeds $____ (subject to adjustment pursuant to Paragraph 14) for at least ten (10) consecutive trading days prior to July 1, 2000 and (B) the optionee remains employed with the Participating Employers through at least April 1, 1998. (ii) The Option shall become one hundred percent (100%) vested if both (A) the Closing Price of the Common Stock equals or exceeds $____ (subject to adjustment pursuant to Paragraph 14) for at least ten (10) consecutive trading days prior to July 1, 2000 and (B) the optionee remains employed with the Participating Employers through at least April 1, 1998. (iii) Notwithstanding the foregoing and consistent with the provisions of Paragraph 8(d), the Option shall become one hundred percent (100%) vested prior to July 1, 2000 if the optionee's employment with the Participating Employers terminates as a result of the optionee's death, disability (as defined in Paragraph 8) or retirement (as defined in Paragraph 8); provided, however, that if such death, disability or retirement occurs before April 1, 1998, the Option shall be exercisable only during the ninety (90) day period beginning on April 1, 1998. Except for the foregoing special terms and provisions, Options granted on the 1997 Grant Date shall be subject to the terms and provisions of the Plan without regard to the provisions of this Paragraph 21." 2. Except as expressly or by necessary implication amended hereby, the Plan shall continue in full force and effect. IN WITNESS WHEREOF, the Corporation, on behalf of the Participating Employers, has caused this Instrument to be executed by its duly authorized officer as of the day and year first above written. NATIONSBANK CORPORATION By:_______________________________ C. J. Cooley, Executive Vice President "Corporation" 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 26, 1997, 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 1st day of April, 1997. (CORPORATE SEAL) /s/ Allison L. Gilliam Allison L. Gilliam Assistant Secretary