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.