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 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 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 a number of
shares of common stock of NationsBank Corporation to be issued in exchange for
the outstanding shares of common stock, on a fully-diluted basis, of Barnett
Banks, Inc. upon consummation of the proposed merger of Barnett Banks, Inc. with
and into NationsBank Corporation, or a wholly owned subsidiary thereof, 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 Nations Bank 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
By: /s/______HUGH L. MCCOLL, JR._______
HUGH L. MCCOLL, JR.
CHIEF EXECUTIVE OFFICER
Dated: September 24, 1997
/s/ HUGH L. MCCOLL, JR. Chief Executive Officer September 24, 1997
- ------------------------------------------------------ and Director
HUGH L. MCCOLL, JR. (Principal Executive Officer)
/s/ JAMES H. HANCE, JR. Vice Chairman and Chief Financial Officer September 24, 1997
- ------------------------------------------------------ (Principal Financial Officer)
JAMES H. HANCE, JR.
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/s/ MARC D. OKEN Executive Vice President and Chief September 24, 1997
- ------------------------------------------------------ Accounting Officer
MARC D. OKEN (Principal Accounting Officer)
/s/ ANDREW B. CRAIG, III Chairman of the Board September 24, 1997
- ------------------------------------------------------
ANDREW B. CRAIG, III
/s/ RONALD W. ALLEN Director September 24, 1997
- ------------------------------------------------------
RONALD W. ALLEN
/s/ RAY C. ANDERSON Director September 24, 1997
- ------------------------------------------------------
RAY C. ANDERSON
/s/ WILLIAM M. BARNHARDT Director September 24, 1997
- ------------------------------------------------------
WILLIAM M. BARNHARDT
/s/ B. A. BRIDGEWATER, JR. Director September 24, 1997
- ------------------------------------------------------
B. A. BRIDGEWATER, JR.
/s/ THOMAS E. CAPPS Director September 24, 1997
- ------------------------------------------------------
THOMAS E. CAPPS
/s/ CHARLES W. COKER Director September 24, 1997
- ------------------------------------------------------
CHARLES W. COKER
/s/ THOMAS G. COUSINS Director September 24, 1997
- ------------------------------------------------------
THOMAS G. COUSINS
/s/ ALAN T. DICKSON Director September 24, 1997
- ------------------------------------------------------
ALAN T. DICKSON
/s/ PAUL FULTON Director September 24, 1997
- ------------------------------------------------------
PAUL FULTON
/s/ TIMOTHY L. GUZZLE Director September 24, 1997
- ------------------------------------------------------
TIMOTHY L. GUZZLE
/s/ C. RAY HOLMAN Director September 24, 1997
- ------------------------------------------------------
C. RAY HOLMAN
/s/ W. W. JOHNSON Director September 24, 1997
- ------------------------------------------------------
W. W. JOHNSON
/s/ RUSSELL W. MEYER, JR. Director September 24, 1997
- ------------------------------------------------------
RUSSELL W. MEYER, JR.
/s/ JOHN J. MURPHY Director September 24, 1997
- ------------------------------------------------------
JOHN J. MURPHY
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/s/ RICHARD B. PRIORY Director September 24, 1997
- ------------------------------------------------------
RICHARD B. PRIORY
/s/ JOHN C. SLANE Director September 24, 1997
- ------------------------------------------------------
JOHN C. SLANE
/s/ O. TEMPLE SLOAN, JR. Director September 24, 1997
- ------------------------------------------------------
O. TEMPLE SLOAN, JR.
/s/ JOHN W. SNOW Director September 24, 1997
- ------------------------------------------------------
JOHN W. SNOW
/s/ MEREDITH R. SPANGLER Director September 24, 1997
- ------------------------------------------------------
MEREDITH R. SPANGLER
/s/ ALBERT E. SUTER Director September 24, 1997
- ------------------------------------------------------
ALBERT E. SUTER
/s/ RONALD TOWNSEND Director September 24, 1997
- ------------------------------------------------------
RONALD TOWNSEND
/s/ JACKIE M. WARD Director September 24, 1997
- ------------------------------------------------------
JACKIE M. WARD
/s/ VIRGIL R. WILLIAMS Director September 24, 1997
- ------------------------------------------------------
VIRGIL R. WILLIAMS
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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 the
corporation at a meeting of the Board of Directors held August 29, 1997, at
which meeting a quorum was present and acted throughout and that the 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 the
corporation this 7th day of November, 1997.
(CORPORATE SEAL)
/s/_________ALLISON L. GILLIAM_________
ALLISON L. GILLIAM
ASSISTANT SECRETARY
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NATIONSBANK CORPORATION
BOARD OF DIRECTORS
RESOLUTIONS
ACQUISITION OF BARNETT BANKS, INC.
AUGUST 29, 1997
ACQUISITION OF BARNETT BANKS, INC.
WHEREAS, it is proposed that NationsBank Corporation (the "Corporation")
purchase all of the outstanding capital stock (the "Acquisition") of Barnett
Banks, Inc. ("Barnett"); 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 set
forth in the draft Acquisition Agreement (as defined below) as attached hereto
as Exhibit A, with such changes and modifications thereto as the appropriate
officers of the Corporation determine to be necessary or desirable; and
WHEREAS, it is deemed to be fair, advisable and in the best interests of
the Corporation and its shareholders 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
the Corporation and Barnett (the "Acquisition Agreement"), including the
issuance of NationsBank Common Stock in exchange for the outstanding shares of
Barnett common stock ("Barnett Common Stock") upon consummation of the
Acquisition at an exchange ratio of 1.1875 shares of NationsBank Common Stock
for each outstanding share of Barnett Common Stock (the "Exchange Ratio"); and
RESOLVED, that the Board of Directors of the Corporation hereby determines
that the Barnett Common 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
the Acquisition Agreement, with such changes and modifications thereto as such
officers determine to be necessary or desirable; 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 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 proper officers of the Corporation shall be, and each of
them hereby is, authorized to execute an amendment to the Corporation's Articles
of Incorporation, establishing and fixing the preferences, limitations and
relative rights of the Corporation's Series BB $2.50 Cumulative Convertible
Preferred Stock, par value $.10 per share (the "Preferred Stock"); and
RESOLVED, that, if the Barnett Series B $2.50 Cumulative Convertible
Preferred Stock, par value $.10 per share, has not earlier been called for
redemption by Barnett at the request of the Corporation as provided in the
Acquisition Agreement, then the issuance by the Corporation of shares of
Preferred Stock to the holders
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of the Barnett Series B $2.50 Cumulative Convertible Preferred Stock, par value
$.10 per share, upon consummation of the Acquisition, pursuant to the terms of
the Acquisition Agreement be, and it hereby is, approved, and all such shares,
upon issuance, will be fully paid and nonassessable and not subject to
preemptive rights; and
RESOLVED, that a special meeting of shareholders of the Corporation (the
"Special Meeting") be held at such place, date and time as shall be determined
by the Chairman of the Board, the Chief Executive Officer, the President or the
Secretary in accordance with the terms of the Acquisition Agreement, to consider
and act on the issuance of NationsBank Common Stock in the Acquisition (the
"Issuance"); and
RESOLVED, that the record date for the determination of shareholders
entitled to vote at the Special Meeting and any adjournments thereof shall be
the close of business on such date as shall be determined by the Chairman of the
Board, the Chief Executive Officer, the President or the Secretary (the "Record
Date"); and
RESOLVED, that the proper officers of the Corporation be, and each of them
hereby is, authorized and directed, for and on behalf of the Corporation, to
mail to the shareholders of record as of the close of business on the Record
Date, a Notice of Special Meeting, accompanied by a Joint Proxy
Statement-Prospectus of the Corporation and Barnett; and
RESOLVED, that the Issuance shall be submitted to the Corporation's
shareholders entitled to vote thereon for their approval at the Special Meeting,
and that the Board of Directors unanimously recommend that the shareholders of
the Corporation entitled to vote thereon approve the Issuance; and
RESOLVED, that Charles E. Rice and four other persons as may be acceptable
to the Board of Directors of the Corporation be appointed as directors of the
Corporation in such manner and at such time as set forth in the Acquisition
Agreement; and
RESOLVED, that the Board of Directors of the Corporation will nominate Mr.
Rice to serve as Chairman of the Board for the period 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 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 245,000,000 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
Barnett, as well as any outstanding stock options of Barnett, 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 Barnett Common Stock pursuant to stock options or stock appreciation
rights 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 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 Board of Directors of the Corporation hereby approves
the retention of Goldman, Sachs & Co. ("Goldman Sachs") and Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") as financial advisors in
connection with the Acquisition on the terms discussed at this meeting, and the
Corporation is hereby authorized to enter into an engagement letter with each of
Goldman Sachs and Merrill Lynch in connection therewith, all in such form as is
approved by the Chairman of the Board and the appropriate officers of the
Corporation, pursuant to which each of Goldman Sachs and Merrill Lynch shall
deliver to the Board of
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Directors of the Corporation their respective opinions that the Exchange Ratio
pursuant to the Acquisition Agreement is fair to the Corporation from a
financial point of view; 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.
FURTHER AUTHORITY AND RATIFICATION
NOW, THEREFORE, BE IT:
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
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 the
corporation at a meeting of the Board of Directors held September 24, 1997, at
which meeting a quorum was present and acted throughout and that the 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 the
corporation this 7th day of November, 1997.
(CORPORATE SEAL)
/s/_________ALLISON L. GILLIAM_________
ALLISON L. GILLIAM
ASSISTANT SECRETARY
NATIONSBANK CORPORATION
BOARD OF DIRECTORS
RESOLUTIONS
REGISTRATION AND LISTING OF SHARES
TO BE ISSUED IN CONNECTION WITH
ACQUISITION OF BARNETT BANKS, INC.
ISSUANCE, REGISTRATION AND LISTING OF SHARES
TO BE ISSUED IN CONNECTION WITH
THE KEY EMPLOYEE STOCK PLAN
SEPTEMBER 24, 1997
WHEREAS, on August 29, 1997, the Board of Directors of NationsBank
Corporation (the "Corporation") approved the Corporation's purchase of all of
the outstanding capital stock (the "Acquisition") of Barnett Banks, Inc.
("Barnett") and certain other transactions contemplated in connection therewith,
pursuant to the terms of the Agreement and Plan of Merger (the "Acquisition
Agreement") by and between the Corporation and Barnett; and
WHEREAS, the Acquisition Agreement provides for the issuance of the
Corporation's common stock (the "NationsBank Common Stock") in exchange for the
outstanding shares of Barnett common stock ("Barnett Common Stock") upon
consummation of the Acquisition at an exchange ratio of 1.1875 shares of
NationsBank Common Stock for each outstanding share of Barnett Common Stock (the
"Exchange Ratio"); and
WHEREAS, in approving the Acquisition Agreement and the transactions
contemplated thereby, the Board of Directors of the Corporation reserved, set
aside and authorized for issuance up to 245,000,000 shares of the authorized but
unissued shares of NationsBank Common Stock, and provided that a special meeting
of shareholders of the Corporation (the "Special Meeting") be held to consider
and act on the issuance of NationsBank Common Stock in the Acquisition (the
"Issuance"); and
WHEREAS, the Corporation sponsors the NationsBank Corporation Key Employee
Stock Plan (the "Plan"); and
WHEREAS, upon consummation of the Barnett transaction, the number of key
employees of the Corporation potentially eligible for awards under the Plan will
be significantly increased; and
WHEREAS, in the opinion of the members of this Board of Directors, it is
desirable and in the best interests of the Corporation that the Plan be amended
in connection with the Barnett transaction to increase the number of shares of
the Corporation's common stock reserved for issuance under the Plan by 10
million shares (which represent the approximate number of shares currently
available for grants under the various Barnett stock incentive plans after
adjustment for the merger exchange ratio) (the "Plan Shares") from 58 million to
68 million and be amended to otherwise meet current needs, subject to the
approval of such amendments by the Corporation's shareholders at their meeting
called for purposes of approving the Barnett transaction; and
WHEREAS, in Section 15.1 of the Plan, the Board is authorized to amend the
Plan in whole or in part from time to time;
NOW, THEREFORE, BE IT:
RESOLVED, that the resolutions of this Board of Directors dated August 29,
1997 are hereby reaffirmed in their entirely; and
RESOLVED, that the Corporation hereby reserves, sets aside and authorizes
for issuance up to an additional 20 million shares of the authorized but
unissued shares of NationsBank Common Stock (together with the 245 million
shares of NationsBank Common Stock previously reserved, set aside and authorized
for issuance for the Barnett transaction, the "Shares") for the Barnett
transaction, 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
the thereof, as may be necessary in connection with the conversion and exchange
of the issued and outstanding
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shares of Barnett, as well as any outstanding stock options of Barnett, in
accordance with the provisions of such conversion and exchange as set forth in
the Acquisition Agreement; and
RESOLVED, that, in connection with the issuance and registration 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 such 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 such Registration
Statement (and any such post-effective amendments thereto) and to make such
supplements to the Joint Proxy Statement-Prospectus forming a part of said
Registration Statement as may be required or otherwise as they may deem
advisable, with the taking of such action conclusively establishing the validity
thereof; and
RESOLVED, that the number of shares of NationsBank Common Stock reserved
for issuance under the Plan be, and subject to the consummation of the Barnett
transaction, they hereby are, increased from 58 million to 68 million, and that
said 10 million shares be, and they hereby are, set aside, reserved and
authorized for issuance pursuant to the terms and provisions of the Plan, as
amended; and
RESOLVED, that the amendment and restatement of the NationsBank Corporation
Key Employee Stock Plan as presented at this meeting be, and the same hereby is,
authorized, approved and adopted effective upon, and subject to, approval by the
Corporation's shareholders at their meeting called for the purpose of approving
the Barnett transaction; and
RESOLVED, that this Board of Directors does hereby recommend and propose
the ratification, adoption and approval by the shareholders of the Corporation
of the amendment and restatement of the Plan presented at this meeting and does
hereby direct that a proposal for the ratification, adoption and approval of the
amendment and restatement of the Plan be prepared by the proper officers of the
Corporation and presented to the shareholders of the Corporation at the meeting
of shareholders called for purposes of approving the Barnett transaction; and
RESOLVED, that, in connection with the issuance and registration of the
Plan Shares pursuant to the Plan, as amended, 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 of Form S-8, and any subsequent
registration statements on Form S-8 relating to the Plan, (or such other forms
as such officers, upon the advice of counsel, may determine to be necessary or
appropriate) under 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 such Registration Statements, 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 said Registration Statements (and any
post-effective amendments thereto) and to make such supplements thereof as they
may be required or otherwise as they may deem advisable, with the taking of such
action conclusively establishing the validity thereof; 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 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 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 and the Plan Shares, when issued and distributed
in accordance with and pursuant to the Acquisition Agreement and under the Plan,
respectively, shall be fully paid and non-assessable
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and the holders of such Shares and Plan 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 and the Plan shares to be issued under the Plan 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 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 such exchanges and to take all actions necessary or appropriate to effect
such listings and requests, including, without limitation, the preparation,
execution and filing of all necessary applications, documents, forms and
agreements with such exchanges, the payment by the Corporation of all required
filing or applications fees to such exchanges and the appearance of any such
officer (if requested) before officials of such exchanges; 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 and the Plan Shares to be issued under the Plan be qualified or
registered for distribution in various states and certain foreign jurisdictions
(if applicable) where appropriate, that the Chairman of the Board, the 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 and foreign jurisdictions, if any, in which appropriate
action shall be taken to qualify or register for distribution the Shares and the
Plan 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 foreign
jurisdictions, if any, 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 and the Plan 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 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 ChaseMellon Shareholder Services ("ChaseMellon") be, and it
hereby is, appointed Transfer Agent and Registrar for the Shares and the Plan
Shares; that ChaseMellon be, and it hereby is, vested with all the power and
authority as Transfer Agent and Registrar with respect to the Shares and the
Plan 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,
ChaseMellon 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
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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
FURTHER AUTHORITY AND RATIFICATION
NOW, THEREFORE, BE IT:
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
the payment of the necessary fees and expenses; 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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