SUCCESSOR TRUSTEE AGREEMENT


     THIS  AGREEMENT  is  made  effective  December  15,  1995  by  and  between
NATIONSBANK CORPORATION,  a North Carolina corporation (the "Company") and FIRST
TRUST OF NEW YORK, NATIONAL ASSOCIATION,  a national banking association ("First
Trust");

                              W I T N E S S E T H:

     WHEREAS,  the Company is the issuer of Senior Debt Securities  issued or to
be issued  pursuant to the terms of (i) an Indenture dated as of October 1, 1986
between the Company and BANKAMERICA NATIONAL TRUST COMPANY  ("BankAmerica"),  as
successor  trustee to Security  Pacific  National  Trust Company (New York) (the
"1986  Indenture");  (ii) an  Indenture  dated as of January 1, 1992 between the
Company and BankAmerica,  as successor  trustee to BankAmerica  Trust Company of
New York, as amended (the "1992 Indenture");  and (iii) an Indenture dated as of
January 1, 1995  between  the  Company  and  BankAmerica  (the  "Current  Senior
Indenture")   and  with  the  1986  Indenture  and  the  1992   Indenture,   the
"Indentures");

     WHEREAS,  effective December 15, 1995, BankAmerica transferred and assigned
to First Trust all of its rights and duties under the Indentures; and

     WHEREAS,  the Company and First Trust intend for this agreement to document
the role of First Trust under the Indentures;

     NOW,  THEREFORE,  in consideration of the premises and the covenants of the
parties contained herein, the parties hereto agree as follows:

     1.   Confirmation.  First Trust hereby confirms that:

          a.   Under the terms of a  Purchase  and  Assumption  Agreement  dated
               August 21, 1995 and related Instrument of Transfer and Assignment
               of New York  Appointments,  it has succeeded to substantially all
               of the corporate trust business of BankAmerica; and

          b.   It meets the standards of qualification and
               eligibility set forth in Article Seven of each of
               the Indentures;

          c.   It accepts its designation as successor Trustee
               under the Indentures and agrees to perform the
               duties of Trustee thereunder.

     2.   Acceptance by Company.  The Company hereby affirms its
          acceptance of First Trust as successor Trustee under
          the terms of the Indentures.



     3.   Ratification of Indentures.  The parties hereto ratify
          and confirm the terms of the Indentures with First
          Trust as successor Trustee thereunder.

     IN WITNESS  WHEREOF,  the  Company  and First  Trust have each  caused this
agreement to be executed in its respective name by its duly authorized officers,
effective the date set forth above.



                              NATIONSBANK CORPORATION

ATTEST:                       By:-s- JOHN E. MACK
                                     Senior Vice President
                                      and Treasurer
- -s- ALLISON  GILLIAM
    Assistant Secretary




                              FIRST TRUST OF NEW YORK,
                               NATIONAL ASSOCIATION

ATTEST:                       By:-s- GEOVANNI BARRIS
                                     Assistant Vice President
- -s- KENNETH RACIOPPO
    Assistant Secretary

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