NationsBank

March 21, 1997


Andrew B. Craig
NationsBank
800 Market Street
St. Louis, MO 63101


Dear Mr. Craig:

You currently have outstanding an option to purchase 272,866 shares of the
common stock of NationsBank Corporation that was granted to you under the
Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan (the "Option").
You were also granted in tandem with the Option stock appreciation rights for an
equal number of shares (the "SARs"). Shown on the enclosed exhibit are those
options to which SARs are attached.

This letter agreement evidences our mutual understanding that you hereby waive
any and all of your rights with respect to the SARs shown on the enclosed
exhibit and that your SARs are hereby canceled. In consideration thereof,
NationsBank will make available to you a cashless exercise procedure for
exercising your Option through NationsBanc Securities, Inc. If you exercise your
Option through NationsBanc Securities, Inc. using the cashless exercise
procedure, NationsBank will cover any broker's fees, margin account interest
charges, commissions or other expenses incurred by you in connection with such
cashless exercise. The payment of these fees constitutes a taxable benefit and
NationsBank will gross up the expense associated with this benefit. In order to
exercise your option as a cashless exercise, please contact either Cathy Butner,
Cindy Kirwan or Sig Johnson at NationsBanc Securities in Charlotte. All three
are assigned to the priority services unit and are aware of your agreement. They
can be reached by calling 1-800-926-1111. Press 4 to be connected to the trading
desk where you can ask for one of the three.

If this letter agreement accurately reflects your understanding of our agreement
on these matters, please so indicate by signing and returning to me the enclosed
copy of this letter.


Sincerely,

/s/ CHARLES D. LORING

Charles D. Loring
Senior Vice President


ACCEPTED AND AGREED TO:

/s/ Andrew B. Craig  4-20-97
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