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EXHIBIT 24(b)
SECRETARY'S CERTIFICATE REGARDING
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF COMPASS BANCSHARES, INC., RELATING TO
PROPOSED ACQUISITION OF FIRSTIER CORPORATION
AND ITS SUBSIDIARIES, FIRSTIER BANK, FIRSTATE BANK OF NEBRASKA,
FIRST MTG. BANCORP. AND FW CAPITAL I
I, the undersigned Secretary of Compass Bancshares, Inc., a Delaware
corporation, and the custodian of the minutes book and other records of the
Board of Directors of said Corporation, do hereby certify that the following
resolutions were adopted by the Board of Directors of said Corporation in a
meeting, duly called and held on August 21, 2000
RESOLVED, that the Board of Directors of Compass Bancshares,
Inc., a Delaware corporation (the "Corporation"), has determined that
it is desirable and in the best interests of the Corporation and its
stockholders to acquire (the "FirsTier Acquisition") FirsTier
Corporation (the "Company") and its subsidiaries, including FirsTier
Bank, Firstate Bank of Nebraska (together with FirsTier Bank, the
"Banks"), First Mtg. Bancorp. and FW Capital I, the principal offices
of which are located in Northglenn, Colorado, in accordance with the
basic terms of such transaction as described to this Board by the
Chairman and Chief Executive Officer, the Chief Financial Officer,
and/or the General Counsel and Secretary of the Corporation at the
meeting at which these resolutions were adopted; and further
RESOLVED, that the proper officers of the Corporation, in
consultation with counsel, are authorized, empowered, and directed to
negotiate the terms and conditions of a definitive agreement and plan
or plans of merger, as well as any amendments or supplements thereto,
among the Corporation, the Company, the Banks, and any subsidiary banks
or subsidiary corporations of the Corporation now in existence or to be
formed for the purposes of effectuating the acquisition by the
Corporation of the Company and the Banks (referred to collectively
herein as the "Agreement"), and to execute, attest, and deliver the
Agreement in such form as they, in their sole discretion, shall
approve, such approval to be conclusively evidenced by their execution,
attestation, and delivery of the Agreement; and further
RESOLVED, that all negotiations and any other actions taken
and things done heretofore by the officers of the Corporation with
respect to the execution, attestation, and delivery of written
agreements in principle or definitive agreements relating to the
acquisition of the Company and the Banks are hereby ratified and
approved; and further
RESOLVED, that the organization of one or more corporations as
a subsidiary or subsidiaries of the Corporation or as a subsidiary or
subsidiaries of an existing affiliate of the Corporation for the
purpose of effectuating the FirsTier Acquisition is hereby authorized,
approved, and ratified in the event that it shall be determined or has
been determined by the officers of the Corporation, after consultation
with counsel, that such organization of a subsidiary is necessary or
appropriate for the effectuation of the acquisition of the Company and
the Banks; and further
RESOLVED, that to the extent that the approval of the
Corporation as the sole stockholder of any of its subsidiaries is
required in connection with the FirsTier Acquisition, the Corporation
hereby waives any and all notice of a meeting or meetings of
stockholders of any such subsidiary or subsidiaries for the purposes of
approving the FirsTier Acquisition or the Agreement, and the Board of
Directors of the Corporation hereby approves, authorizes, and ratifies
the FirsTier Acquisition and the Agreement as the stockholder of its
subsidiaries now existing or to be organized, it being the intent of
the Board of Directors of the Corporation that the approval by the
Corporation set forth in this resolution shall constitute any and all
approval required by law for the approval of the FirsTier Acquisition
or the Agreement by the Corporation as a stockholder; and further
RESOLVED, that the Corporation's and the Corporation's
subsidiaries' officers are authorized, empowered, and directed to
prepare, or cause to be prepared, and to execute, attest,
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and file all applications, or requests for waiver of application
requirements, which they shall deem necessary or appropriate with the
Board of Governors of the Federal Reserve System, the Federal Deposit
Insurance Corporation, the Office of Thrift Supervision, the Office of
the Comptroller of the Currency, the Colorado Division of Banking, the
Nebraska Department of Banking and Finance, and any other appropriate
bank and bank holding company regulatory authorities with respect to
the FirsTier Acquisition; and further
RESOLVED, that, in the event that the Agreement shall
contemplate that the Corporation shall issue as consideration in
connection with the FirsTier Acquisition shares of its common stock or
other securities of the Corporation, the proper officers of the
Corporation, in consultation with counsel, are authorized and directed
to prepare, execute, attest, and file a Registration Statement on Form
S-4 or other appropriate form for the registration of securities,
including any registration statement filed pursuant to Rule 462(b), and
amendments thereto, under the Securities Act of 1933, as amended (the
"Registration Statement") with the United States Securities and
Exchange Commission (the "Commission") relating to the FirsTier
Acquisition and the proposed issuance of securities of the Corporation
as consideration in such transaction; and further
RESOLVED, that the proper officers of the Corporation are
authorized, empowered, and directed for and on behalf of the
Corporation to do any and all acts and things necessary or appropriate
in connection with such filing of the Registration Statement, including
the execution, attestation, and filing of any amendments or supplements
thereto, to effectuate the registration of securities of the
Corporation to be issued in the FirsTier Acquisition and the
continuation of the effectiveness of the Registration Statement; and
further
RESOLVED, that each officer or director who may be required to
execute the Registration Statement or any amendment or supplement to
the Registration Statement, including any registration statement filed
pursuant to Rule 462(b), and amendments thereto, under the Securities
Act of 1933, as amended (whether on behalf of the Corporation or as an
officer or director thereof) is hereby authorized to constitute and
appoint D. Paul Jones, Jr., Garrett R. Hegel and Jerry W. Powell, and
each of them acting singularly, his true and lawful attorney-in-fact
and agent, with full power of substitution for him and in his name,
place, and stead, in any and all capacities, to sign the Registration
Statement and any and all amendments and supplements thereto; and
further
RESOLVED, that the proper officers of the Corporation are
authorized in the name and on behalf of the Corporation to take any and
all action that they deem necessary or appropriate in order to effect
the registration, qualification, or exemption from registration or
qualification of securities of the Corporation included in the
Registration Statement for issue, offer, sale, or trade under the "blue
sky" or securities laws of any of the states of the United States of
America or the securities laws of any jurisdiction or foreign country
where such action may be advisable or necessary, to effect the
registration of securities of the Corporation to issued in connection
with the FirsTier Acquisition, to execute, acknowledge, verify,
deliver, file or cause to be published any application, surety bonds,
reports, irrevocable consents to service of process, appointment of
attorneys for service of process, and any other documents or
instruments that may be required under such laws, and to take any and
all further action that they may deem necessary or advisable in order
to maintain any such registration, qualification, or exemption for so
long as they deem necessary as required by law; and further
RESOLVED, that the Corporation hereby consents to service of
process in any state or jurisdiction in which such consent is required
under the blue sky laws as a precondition to the offer and sale of
securities of the Corporation to be issued in the FirsTier Acquisition,
and that Jerry W. Powell, General Counsel and Secretary of the
Corporation, is hereby designated as agent for service of process in
connection with the Registration Statement and any consent to service
of process that may be required by the blue sky laws of any
jurisdiction as a precondition to the offer and sale of such
securities; and further
RESOLVED, that the appropriate officers of the Corporation are
hereby authorized, empowered, and directed to do any and all other or
further acts, and to prepare, or cause to be
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prepared, and to execute, attest, and deliver all other or further
instruments, certificates, applications, reports, and documents,
including without limitation obtaining any necessary or appropriate
regulatory approvals, all on behalf of the Corporation as they, in
their discretion, may deem necessary or appropriate to effectuate the
purposes of these resolutions, and that all acts and things undertaken
and completed heretofore by the proper officers of the Corporation in
connection with the FirsTier Acquisition as contemplated by these
resolutions are hereby approved, ratified, and confirmed.
I further certify that the foregoing resolutions have not been
modified, amended, or rescinded and that said resolutions are in full force and
effect as of the date of this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the
Corporation this the 20th day of September, 2000.
/s/ Jerry W. Powell
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Jerry W. Powell
Secretary
Compass Bancshares, Inc.
[Corporate Seal]
