NONCOMPETITION AGREEMENT THIS NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into as of the 31st day of December, 1997 by and between NATIONSBANK CORPORATION, a North Carolina corporation ("NationsBank"), and FREDRIC J. FIGGE, II ("Executive"). W I T N E S S E T H: WHEREAS, as of the date hereof, Executive is retiring from NationsBank; and WHEREAS, during his period of employment Executive has served NationsBank in executive capacities, including most recently as Chairman, Corporate Risk Policy; and WHEREAS, Executive has acquired extensive knowledge of NationsBank's business methods, customers and employees; and WHEREAS, the parties hereto desire to enter into this Agreement restricting the activities of Executive in retirement in an effort to protect NationsBank's legitimate business interests; NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein shall have the meanings set forth below: "Affiliate" means (i) any entity directly or indirectly controlling (including without limitation an entity for which Executive serves as an officer, director, employee, consultant or other agent), controlled by, or under common control with Executive, and (ii) each other entity in which Executive, directly or indirectly, owns any controlling interest or of which Executive serves as a general partner. "Agreement" means this Noncompetition Agreement, including any amendments hereto made in accordance with paragraph 7(d) hereof. "Company" means (i) NationsBank, (ii) any corporation, partnership or other business entity that is, directly or indirectly, controlled by or under common control with NationsBank and (iii) their respective successors. "Covenant Period" means the period beginning on the date of this Agreement and ending on the date of Executive's death. 2. Consideration. In consideration for Executive's covenants and obligations under this Agreement, NationsBank has agreed to provide Executive with a supplemental target annual retirement benefit payable beginning January 1998 for Executive's life pursuant to a letter agreement between Executive and NationsBank dated August 28, 1997 (the "Supplemental Retirement Benefits"). 3. Executive's Obligations in Connection with His Termination of Employment with the Company. (a) Nonsolicitation of Employees. During the Covenant Period, Executive agrees not to hire, directly or indirectly, or entice or participate in any efforts to entice to leave the Company's employ, any person who was or is a "key employee" (as hereinafter defined) of the Company during 1997. For purposes of this Agreement, "key employee" means an employee who has an annualized rate of base salary equaling or exceeding fifty thousand dollars ($50,000). (b) Noncompetition. During the Covenant Period, Executive agrees not to engage in any manner, whether as an officer, employee, owner, partner, stockholder, director, consultant or otherwise -- directly or indirectly -- in any business which engages or attempts to engage, directly or indirectly, in any business in which the Company engages within the United States, as determined by NationsBank in its reasonable discretion; provided, however, that Executive may (i) acquire an interest in a business entity so long as such interest is a passive investment of Executive not exceeding five percent (5%) of the total ownership interest in such entity or (ii) engage in any other activities as approved in writing in advance by NationsBank. (c) Trade Secrets and Confidential Information. Executive hereby agrees that he will hold in a fiduciary capacity for the benefit of the Company, and shall not directly or indirectly use or disclose any Trade Secret, as defined hereinafter, that Executive may have acquired during the term of his employment by the Company for so long as such information remains a Trade Secret. The term "Trade Secret" as used in this Agreement shall mean information including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and is the subject of reasonable efforts by the Company to maintain its secrecy. In addition to the foregoing and not in limitation thereof, Executive agrees that during the Covenant Period he will hold in a fiduciary capacity for the benefit of the Company and shall not directly or indirectly use or disclose, any Confidential or Proprietary Information, as defined hereinafter, that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive was authorized to have access to such Information) during the term of, in the course of or as a result of his employment by the Company. The term "Confidential or Proprietary Information" as used in this Agreement means any secret, confidential or proprietary information of the Company not otherwise included in the definition of "Trade Secret" above. The term "Confidential and Proprietary Information" does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right of the Company. 2 4. Reasonable and Necessary Restrictions. Executive acknowledges that the restrictions, prohibitions and other provisions of this Agreement, including without limitation the Covenant Period, are reasonable, fair and equitable in scope, term and duration, are necessary to protect the legitimate business interests of NationsBank, and are a material inducement to NationsBank to enter into this Agreement and the letter agreement providing for the Supplemental Retirement Benefits. Executive covenants that Executive will not challenge the enforceability of this Agreement nor will Executive raise any equitable defense to its enforcement. 5. Remedies. In the event Executive breaches any provision of this Agreement, Executive shall forfeit and have no right to receive any of the Supplemental Retirement Benefits due and payable from and after the date of such breach (including without limitation any survivor benefits otherwise payable to Executive's spouse). 6. Operations of Affiliates. Executive agrees that he will refrain from (i) authorizing any Affiliate to perform or (ii) assisting in any manner any Affiliate in performing any activities that would be prohibited by the terms of this Agreement if they were performed by Executive. 7. Miscellaneous Provisions. (a) Binding Effect. Subject to any provisions hereof restricting assignment, all covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors, assigns, heirs, and personal representatives. None of the parties hereto may assign any of its rights under this Agreement or attempt to have any other person or entity assume any of its obligations hereunder. (b) Severability. If fulfillment of any provision of this Agreement, at the time such fulfillment shall be due, shall transcend the limit of validity prescribed by law, then the obligation to be fulfilled shall be reduced to the limit of such validity; and if any clause or provision contained in this Agreement operates or would operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be held ineffective, as though not herein contained, and the remainder of this Agreement shall remain operative and in full force and effect. (c) Governing Law. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto shall be governed by and construed in accordance with the laws of the State of North Carolina, not including the choice-of-law rules thereof. (d) Amendment; Waiver. Except as otherwise expressly provided in this Agreement, no amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto. Any waiver by any party or consent by any party to any variation from any provision of this Agreement shall be valid only if in writing and only in the specific instance in which it is given, and such waiver 3 or consent shall not be construed as a waiver of any other provision or as a consent with respect to any similar instance or circumstance. (e) Headings. Paragraph and subparagraph headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. (f) Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require. (g) Execution in Counterparts. This Agreement may be executed in two or more counterparts, none of which need contain the signatures of all parties hereto and each of which shall be deemed an original. IN WITNESS WHEREOF, each of the undersigned has executed this Agreement, or caused this Agreement to be duly executed on its behalf, as of the date first set forth above. NATIONSBANK CORPORATION By: /s/ C. J. Cooley -------------------------------- Name: C. J. Cooley ------------------------ Title: Executive Vice President ------------------------ "NationsBank" /s/ Fredric J. Figge, II [SEAL] -------------------------------- Fredric J. Figge, II "Executive" 4