EXHIBIT 25.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of NationsBank Corporation ("NationsBank"), 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 and his true and lawful attorneys, with power to act without any other and with full power of substitution, to execute, deliver and file in its or his name and on its or his behalf, and in each of the undersigned Officer's and Director's capacity or capacities as shown below, (a) a Registration Statement on Form S-4 (or other appropriate form) with respect to the registration under the Securities Act of 1933, as amended, of such number of shares of common stock of NationsBank ("NationsBank Common Stock") to be issued in exchange for shares of common stock, par value $2.50 per share, of RHNB Corporation ("RHNB"), upon consummation of the proposed merger (the "Merger") of RHNB with and into a wholly owned subsidiary of NationsBank, 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 and 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 might or could do, and as each of said Officers and Directors might or could do personally in his capacity or capacities as aforesaid, and each of NationsBank 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 or his signature as the same may be signed by said attorneys or attorney, or any of them, to any or all of the following (and 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 hand as of the date indicated below. NATIONSBANK CORPORATION By: /s/ HUGH L. MCCOLL, JR. HUGH L. MCCOLL, JR. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER DATED: July 27, 1994
SIGNATURE TITLE DATE /s/ HUGH L. MCCOLL, JR. Chairman of the Board, Chief Executive Officer July 27, 1994 and Director (Principal Executive Officer) HUGH L. MCCOLL, JR. /s/ JAMES H. HANCE, JR. Vice Chairman and Chief Financial Officer July 27, 1994 (Principal Financial Officer) JAMES H. HANCE, JR. /s/ MARC D. OKEN Executive Vice President and Chief Accounting July 27, 1994 Officer (Principal Accounting Officer) MARC D. OKEN /s/ RONALD W. ALLEN Director July 27, 1994 RONALD W. ALLEN SIGNATURE TITLE DATE /s/ WILLIAM M. BARNHARDT Director July 27, 1994 WILLIAM M. BARNHARDT /s/ THOMAS M. BELK Director July 27, 1994 THOMAS M. BELK Director July 27, 1994 THOMAS E. CAPPS /s/ R. EUGENE CARTLEDGE Director July 27, 1994 R. EUGENE CARTLEDGE /s/ CHARLES W. COKER Director July 27, 1994 CHARLES W. COKER /s/ THOMAS G. COUSINS Director July 27, 1994 THOMAS G. COUSINS Director July 27, 1994 ALAN T. DICKSON /s/ W. FRANK DOWD, JR. Director July 27, 1994 W. FRANK DOWD, JR. Director July 27, 1994 A. L. ELLIS /s/ PAUL FULTON Director July 27, 1994 PAUL FULTON /s/ L. L. GELLERSTEDT, JR. Director July 27, 1994 L. L. GELLERSTEDT, JR. /s/ TIMOTHY L. GUZZLE Director July 27, 1994 TIMOTHY L. GUZZLE /s/ E. BRONSON INGRAM Director July 27, 1994 E. BRONSON INGRAM /s/ W. W. JOHNSON Director July 27, 1994 W. W. JOHNSON /s/ BUCK MICKEL Director July 27, 1994 BUCK MICKEL /s/ JOHN J. MURPHY Director July 27, 1994 JOHN J. MURPHY SIGNATURE TITLE DATE /s/ JOHN C. SLANE Director July 27, 1994 JOHN C. SLANE Director July 27, 1994 JOHN W. SNOW /s/ MEREDITH R. SPANGLER Director July 27, 1994 MEREDITH R. SPANGLER Director July 27, 1994 ROBERT H. SPILMAN Director July 27, 1994 WILLIAM W. SPRAGUE, JR. /s/ RONALD TOWNSEND Director July 27, 1994 RONALD TOWNSEND Director July 27, 1994 JACKIE M. WARD /s/ MICHAEL WEINTRAUB Director July 27, 1994 MICHAEL WEINTRAUB
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 attached hereto as Exhibit A is a true and correct copy of a resolution duly adopted by the Board of Directors of the Corporation at a meeting of such Board of Directors held on July 27, 1994, 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 17th day of August, 1994. /s/ ALLISON L. GILLIAM ASSISTANT SECRETARY (CORPORATE SEAL) EXHIBIT A NATIONSBANK CORPORATION RESOLUTION OF THE BOARD OF DIRECTORS JULY 27, 1994 RESOLVED, that Paul J. Polking and Charles M. Berger, and each of them with full power to act without the other, hereby are 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.