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EXHIBIT 24.2
SECRETARY'S CERTIFICATE REGARDING RESOLUTIONS
OF THE BOARD OF DIRECTORS OF COMPASS BANCSHARES, INC.
RELATING TO THE ACQUISITION OF
WESTERN MANAGEMENT CORPORATION
I, the undersigned Secretary of Compass Bancshares, Inc., a Delaware
corporation (the "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 Waiver of Notice and Action By Unanimous Written Consent of the
Board of Directors of the Corporation dated December 13, 2000:
WHEREAS, the Board of Directors of 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 ("FirsTier") and its subsidiaries,
including FirsTier Bank, Firstate Bank, 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
WHEREAS, the Board has adopted resolutions approving the
FirsTier Acquisition; and
WHEREAS, in connection with the FirsTier Acquisition, the
Corporation has determined that it is desirable and in the best
interest of the Corporation and its stockholders to acquire (the
"Western Acquisition") Western Management Corporation ("Western");
NOW THEREFORE, BE IT RESOLVED, that the negotiation,
execution, attestation, and delivery of a definitive agreement or
agreements and a plan or plans of merger by the proper officers of the
Corporation, in consultation with counsel, as well as any amendments or
supplements thereto, among the Corporation and Western (the
"Agreement") are authorized, approved, and ratified in such form as
such officers, in their sole discretion, have or 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 Western are hereby ratified and approved; and further
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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 Western 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 Western; 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 Western 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 Acquisition or the Agreement, and the Board of Directors
of the Corporation hereby approves, authorizes, and ratifies the
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 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, 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 Alabama State Banking Department, and any other
appropriate bank and bank holding company regulatory authorities with
respect to the Acquisition; and further
RESOLVED, that, in the event that the Agreement shall
contemplate that the Corporation shall issue as consideration in
connection with the 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 the appropriate
form for the registration of securities (the "Registration Statement")
with the United States Securities and Exchange Commission (the
"Commission") relating to the 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
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the Corporation to be issued in the 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 (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 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 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 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
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Corporation in connection with the 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 fully 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 9th day of January, 2001.
/s/ Jerry W. Powell
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Jerry W. Powell
Secretary
Compass Bancshares, Inc.
[Corporate Seal]
