EXHIBIT 10(D)

THE NATIONSBANK RETIREMENT SAVINGS RESTORATION PLAN

(as effective January 1, 1994)







TABLE OF CONTENTS

PAGE

ARTICLE I. DEFINITIONS . . . . . . . . . . . . . . . . . 1

Section 1.1 Definitions . . . . . . . . . . . . . . . . 1

ARTICLE II. PLAN ADMINISTRATION . . . . . . . . . . . . . 3

Section 2.1 Restoration Plan Committee . . . . . . . . 3

ARTICLE III. DEFERRED COMPENSATION PROVISIONS . . . . . . . 3

Section 3.1 Employee Elections . . . . . . . . . . . . 3
Section 3.2 Deferral Accounts . . . . . . . . . . . . . 4
Section 3.3 Matching Contribution Restoration
Accounts . . . . . . . . . . . . . . . . 4
Section 3.4 Account Adjustments . . . . . . . . . . . . 5
Section 3.5 Account Payments . . . . . . . . . . . . . 5
Section 3.6 Withdrawals on Account of an Unforeseeable
Emergency . . . . . . . . . . . . . . . . 6

ARTICLE IV. AMENDMENT AND TERMINATION . . . . . . . . . . 7

Section 4.1 Amendment and Termination . . . . . . . . . 7

ARTICLE V. MISCELLANEOUS PROVISIONS . . . . . . . . . . . 7

Section 5.1 Nature of Plan and Rights . . . . . . . . . 7
Section 5.2 Termination of Employment . . . . . . . . . 7
Section 5.3 Spendthrift Provision . . . . . . . . . . . 7
Section 5.4 Employment Noncontractual . . . . . . . . . 8
Section 5.5 Adoption by Other Participating Employers . 8
Section 5.6 Applicable Law . . . . . . . . . . . . . . 8
Section 5.7 Merged Plans . . . . . . . . . . . . . . . 8







THE NATIONSBANK RETIREMENT SAVINGS RESTORATION PLAN

(as effective January 1, 1994)


THIS INSTRUMENT, executed as of the 22nd day of December,
1993, by NATIONSBANK CORPORATION, a North Carolina Corporation
("NATIONSBANK");

Statement of Purpose

By Instrument dated December 31, 1992, NationsBank amended
and restated the NCNB Thrift Restoration Plan and changed its
name to "The NationsBank Retirement Savings Restoration Plan"
(the "Restoration Plan") in connection with the merger of the
NationsBank Corporation and Designated Subsidiaries Stock/Thrift
Plan and the C&S/Sovran Retirement Savings, ESOP and Profit
Sharing Plan to form The NationsBank Retirement Savings Plan.
The purpose of the Restoration Plan is to provide benefits, on a
non-qualified and unfunded basis, to certain employees whose
benefits under The NationsBank Retirement Savings Plan are
adversely affected by the limitations of Sections 401(a)(17),
401(k)(3), 401(m) and 402(g) of the Internal Revenue Code.

By this Instrument, NationsBank is amending and restating
the Restoration Plan effective January 1, 1994 (i) to provide
that an election by a covered employee to participate in the
Restoration Plan shall continue in effect unless and until
otherwise changed or terminated, (ii) to change the interest rate
used for determining the adjustment to Restoration Plan accounts
and (iii) to otherwise meet current needs.

NOW, THEREFORE, for the purposes aforesaid, NationsBank
hereby amends and restates the Restoration Plan effective
January 1, 1994 to consist of the following Articles I through V:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions. Unless the context clearly
indicates otherwise, when used in the Restoration Plan:

(a) Code means the Internal Revenue Code of 1986.
References to the Code shall include the valid and binding
governmental regulations, court decisions and other
regulatory and judicial authority issued or rendered
thereunder.

(b) Code Limitations means any one or more of the
limitations and restrictions that Sections 401(a)(17),
401(k)(3), 401(m) and 402(g) of the Code place on the Pre-
Tax Employee Contributions and Matching Contributions for a
Covered Employee under the Retirement Savings Plan.







(c) Covered Employee means an Employee eligible to
participate in the Retirement Savings Plan.

(d) Deferral Account means the account established and
maintained on the books of a Participating Employer to
record an Employee's interest under the Restoration Plan
attributable to amounts credited to the Employee pursuant to
Section 3.2 of the Restoration Plan.

(e) Employee means an individual employed by a Partic-
ipating Employer.

(f) Matching Contribution Restoration Account means
the account established and maintained on the books of a
Participating Employer to record a Covered Employee's
interest under the Restoration Plan attributable to amounts
credited to the Covered Employee pursuant to Section 3.3 of
the Restoration Plan. Prior to January 1, 1993, the
Restoration Plan referred to this account as the
"Restoration Account."

(g) Participating Employer means (i) NationsBank, (ii)
each other "Participating Employer" under (and as defined
in) the Retirement Savings Plan on the date hereof and (iii)
any other incorporated or unincorporated trade or business
which may hereafter adopt both the Retirement Savings Plan
and the Restoration Plan.

(h) Plan Year means the twelve-month period commencing
January 1 and ending the following December 31.

(i) Restoration Plan means this Plan: The NationsBank
Retirement Savings Restoration Plan as in effect from time
to time. Prior to January 1, 1993, the Restoration Plan was
named the "NationsBank Thrift Restoration Plan."

(j) Restoration Plan Committee means the committee
designated pursuant to Section 2.1 of the Restoration Plan.

(k) Retirement Savings Plan means The NationsBank
Retirement Savings Plan, as in effect from time to time.
Prior to January 1, 1993, the Retirement Savings Plan was
named the "NationsBank Corporation and Designated
Subsidiaries Stock/Thrift Plan."

Any capitalized terms used in the Restoration Plan that are
defined in the documents comprising the Retirement Savings Plan
have the meanings assigned to them in the Retirement Savings
Plan, unless such terms are otherwise defined above in this
Article or unless the context clearly indicates otherwise.







ARTICLE II.

PLAN ADMINISTRATION

Section 2.1 Restoration Plan Committee. The Restoration
Plan shall be administered by the Restoration Plan Committee,
which shall have the same membership as the committee from time
to time acting as the "Committee" under (and as defined in) the
Retirement Savings Plan. The Restoration Plan Committee shall be
empowered to interpret the provisions of the Restoration Plan and
to perform and exercise all of the duties and powers granted to
it under the terms of the Restoration Plan by action of a
majority of its members in office from time to time. The
Restoration Plan Committee may adopt such rules and regulations
for the administration of the Restoration Plan as are consistent
with the terms hereof and shall keep adequate records of its
proceedings and acts. All interpretations and decisions made
(both as to law and fact) and other action taken by the
Restoration Plan Committee with respect to the Restoration Plan
shall be conclusive and binding upon all parties having or
claiming to have an interest under the Restoration Plan. Not in
limitation of the foregoing, the Restoration Plan Committee shall
have the discretion to decide any factual or interpretative
issues that may arise in connection with its administration of
the Restoration Plan (including without limitation any
determination as to claims for benefits hereunder), and the
Restoration Plan Committee's exercise of such discretion shall be
conclusive and binding on all affected parties as long as it is
not arbitrary or capricious.

ARTICLE III.

DEFERRED COMPENSATION PROVISIONS

Section 3.1 Employee Elections. Prior to January 1 of a
Plan Year, or at such other times as may be established by the
Restoration Plan Committee, a Covered Employee who is expected to
be a highly compensated employee within the meaning of section
414(q) of the Code for the Plan Year of the Retirement Savings
Plan to which such election relates may elect to defer under the
Restoration Plan the portion of the Covered Employee's Pre-Tax
Employee Contributions otherwise permissible under the Retirement
Savings Plan which cannot be credited to the Covered Employee
under the Retirement Savings Plan for such Plan Year because of
the Code Limitations. All elections made under this Section 3.1
shall be made in writing on a form prescribed by and filed with
the Restoration Plan Committee and shall be irrevocable for such
Plan Year. An election by a Covered Employee under this Section
3.1 shall continue in effect for all subsequent Plan Years
(during which the Covered Employee is a highly compensated
employee) unless and until changed or terminated by the Covered
Employee in accordance with procedures established from time to
time by the Restoration Plan Committee. Any such change in or







termination of an election under this Section 3.1 shall be
effective as of the January 1 of the next succeeding Plan Year.

Section 3.2 Deferral Accounts. A Participating Employer
shall establish and maintain on its books a Deferral Account for
each Covered Employee employed by such Participating Employer who
elects to defer the receipt of any amount pursuant to Section 3.1
of the Restoration Plan. Such Deferral Account shall be
designated by the name of the Covered Employee for whom
established. The amount attributable to any Pre-Tax Employee
Contribution for a particular pay period during such Plan Year
which cannot be credited to the Covered Employee under the
Retirement Savings Plan because of the Code Limitations, and
which the Covered Employee has elected to defer pursuant to
Section 3.1 of the Restoration Plan, shall be credited to such
Deferral Account as of the last day of the calendar month to
which such contribution is related and actually withheld.

Section 3.3 Matching Contribution Restoration Accounts. A
Participating Employer shall establish and maintain on its books
a Matching Contribution Restoration Account for each Covered
Employee employed by such Participating Employer whose Matching
Contributions under the Retirement Savings Plan shall have been
limited, directly or indirectly, by the operation of the Code
Limitations. Such Matching Contribution Restoration Account
shall be designated by the name of the Covered Employee for whom
established. If a Covered Employee is a Participant Eligible for
Matching Contributions for the Plan Year under the Retirement
Savings Plan, the Covered Employee's Matching Contribution
Restoration Account shall be credited as of the Valuation Date
under the Retirement Savings Plan that occurs on the last day of
the Plan Year with an amount equal to the sum of Amount A and
Amount B, where:

Amount A is seventy-five percent (75%) of the sum of
the portions (if any) of the amounts credited to the
Covered Employee's Deferral Account for the Plan Year
pursuant to Section 3.1 of the Restoration Plan that
would have been Matchable Pre-Tax Employee
Contributions for the Plan Year under the Retirement
Savings Plan had such amounts been contributed to the
Retirement Savings Plan as Pre-Tax Employee
Contributions for the Covered Employee and the Code
Limitations not applied to the Retirement Savings Plan.

Amount B is 75% of the portion (if any) of the actual
Matchable Pre-Tax Employee Contributions made to the
Retirement Savings Plan for the Covered Employee for
the Plan Year with respect to which Matching
Contribution allocations were not made under Section
5.2 of the Retirement Savings Plan or (if made) were
forfeited under Section 5.4 of the Retirement Savings
Plan because of the Code Limitations.







Section 3.4 Account Adjustments. Beginning January 1,
1994, as of each end of month Valuation Date under the Retirement
Savings Plan, each Deferral Account and Matching Contribution
Restoration Account shall be adjusted for the monthly Valuation
Period then ended so that the level of investment return of
Accounts under the Plan shall be substantially equal to the ask
yield of the most recent auction of 30-year Treasury bonds, as
quoted for the last business day of the preceding Valuation
Period in the Wall Street Journal, or, if such quotations are not
available in the Wall Street Journal, in a similar financial
publication selected by the Restoration Plan Committee. Prior to
January 1, 1994, account adjustments were made in accordance with
the terms of the Restoration Plan as then in effect.

Section 3.5 Account Payments. Upon an Employee's termina-
tion of employment with a Participating Employer (other than in
connection with a transfer of employment to any Affiliated Group
member) for any reason other than death, the amount credited to
the Deferral Account and Matching Contribution Restoration
Account maintained for the Employee shall be paid to the Employee
in cash and charged against such Accounts in accordance with such
method of distribution authorized under the Retirement Savings
Plan as is selected by the Restoration Plan Committee in its
absolute discretion. If, however, the Employee is not fully
(100%) vested in the amount credited to the Employee's Matching
Contribution Account and/or the Employee's Pre-1993 Stock/Thrift
Plan Matching Contribution Account under the Retirement Savings
Plan at the time of such termination of employment, the amount
credited to the Employee's Matching Contribution Restoration
Account shall be reduced at the time of such termination of
employment to an amount equal to the product of (i) the amount
then credited to said Matching Contribution Restoration Account
multiplied by (ii) the vested percentage applicable to the
Employee's Matching Contribution Account and Pre-1993
Stock/Thrift Plan Matching Contribution Account under the
Retirement Savings Plan as of the date of such termination of
employment. The amount by which the Employee's Matching
Contribution Restoration Account is reduced by application of the
preceding sentence shall be forfeited at the time Employee
terminates employment.

Upon an Employee's death while employed by a Participating
Employer, the full amounts then credited to all Accounts
maintained for the Employee under the Restoration Plan shall be
paid in a single cash payment to the Employee's "Beneficiary" as
determined under the Retirement Savings Plan.

Section 3.6 Withdrawals on Account of an Unforeseeable
Emergency. A Covered Employee who is in active service of a
Participating Employer may, in the Restoration Plan Committee's
sole discretion, receive a refund of all or any part of the
amounts previously credited to the Covered Employee's Deferral
Account (but not the Covered Employee's Matching Contribution
Restoration Account) in the case of an "unforeseeable emergency."







A Covered Employee requesting a payment pursuant to this Section
shall have the burden of proof of establishing, to the
Restoration Plan Committee's satisfaction, the existence of such
"unforeseeable emergency," and the amount of the payment needed
to satisfy the same. In that regard, the Covered Employee shall
provide the Restoration Plan Committee with such financial data
and information as the Restoration Plan Committee may request.
If the Restoration Plan Committee determines that a payment
should be made to a Covered Employee under this Section such
payment shall be made within a reasonable time after the
Restoration Plan Committee's determination of the existence of
such "unforeseeable emergency" and the amount of payment so
needed. As used herein, the term "unforeseeable emergency" means
a severe financial hardship to a Covered Employee resulting from
a sudden and unexpected illness or accident of the Covered
Employee or of a dependent of the Covered Employee, loss of the
Covered Employee's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Covered Employee. The
circumstances that shall constitute an "unforeseeable emergency"
shall depend upon the facts of each case, but, in any case,
payment may not be made to the extent that such hardship is or
may be relieved (i) through reimbursement or compensation by
insurance or otherwise, or (ii) by liquidation of the Covered
Employee's assets, to the extent the liquidation of such assets
would not itself cause severe financial hardship. Examples of
what are not considered to be "unforeseeable emergencies" include
the need to send a Covered Employee's child to college or the
desire to purchase a home. Withdrawals of amounts because of an
"unforeseeable emergency" shall not exceed an amount reasonably
needed to satisfy the emergency need. If any withdrawal is
permitted pursuant to this Section during a Plan Year, no further
deferral of compensation shall be made during the Plan Year from
and after the effective date of the withdrawal.

ARTICLE IV.

AMENDMENT AND TERMINATION

Section 4.1 Amendment and Termination. NationsBank shall
have the right and power at any time and from time to time to
amend the Restoration Plan in whole or in part, on behalf of all
Participating Employers, and at any time to terminate the
Restoration Plan or any Participating Employer's participation
hereunder; provided, however, that no such amendment or termina-
tion shall reduce the amount actually credited to an Employee's
Account(s) under the Restoration Plan on the date of such
amendment or termination, or further defer the due dates for the
payment of such amounts, without the consent of the affected
Employee.







ARTICLE V.

MISCELLANEOUS PROVISIONS

Section 5.1 Nature of Plan and Rights. The Restoration
Plan is unfunded and intended to constitute an incentive and
deferred compensation plan for a select group of officers and key
management employees of the Participating Employers. If
necessary to preserve the above intended plan status, the
Restoration Plan Committee, in its sole discretion, reserves the
right to limit or reduce the number of actual participants and
otherwise to take any remedial or curative action that the
Restoration Plan Committee deems necessary or advisable. The
Accounts established and maintained under the Restoration Plan by
a Participating Employer are for accounting purposes only and
shall not be deemed or construed to create a trust fund of any
kind or to grant a property interest of any kind to any Employee,
designated beneficiary or estate. The amounts credited by a
Participating Employer to such Accounts are and for all purposes
shall continue to be a part of the general assets of such
Participating Employer, and to the extent that an Employee,
beneficiary or estate acquires a right to receive payments from
such Participating Employer pursuant to the Restoration Plan,
such right shall be no greater than the right of any unsecured
general creditor of such Participating Employer.

Section 5.2 Termination of Employment. For the purposes of
the Restoration Plan, an Employee's employment with an
Participating Employer shall not be considered to have terminated
so long as the Employee is in the employ of any Participating
Employer or other member of the Controlled Group.

Section 5.3 Spendthrift Provision. No Account balance or
other right or interest under the Restoration Plan of an
Employee, beneficiary or estate may be assigned, transferred or
alienated, in whole or in part, either directly or by operation
of law, and no such balance, right or interest shall be liable
for or subject to any debt, obligation or liability of the
Employee, designated beneficiary or estate.

Section 5.4 Employment Noncontractual. The establishment
of the Restoration Plan shall not enlarge or otherwise affect the
terms of any Employee's employment with his Participating
Employer, and such Participating Employer may terminate the
employment of the Employee as freely and with the same effect as
if the Restoration Plan had not been established.

Section 5.5 Adoption by Other Participating Employers. The
Restoration Plan may be adopted by any Participating Employer
participating under the Retirement Savings Plan, such adoption to
be effective as of the date specified by such Participating
Employer at the time of adoption.







Section 5.6 Applicable Law. The Restoration Plan shall be
governed and construed in accordance with the laws of the State
of North Carolina, except to the extent such laws are preempted
by the laws of the United States of America.

Section 5.7 Merged Plans. From time to time the
Participating Employers may cause other nonqualified plans to be
merged into the Restoration Plan. Schedule 5.7 attached hereto
sets forth the names of the plans that merged into the
Restoration Plan by January 1, 1994 and their respective merger
dates. Schedule 5.7 shall be updated from time to time to
reflect mergers after January 1, 1994.

Upon such a merger, the account balance(s) immediately prior
to the date of merger of each participant in the merged plan
shall be transferred and credited as of the merger date to one or
more accounts established under the Restoration Plan for such
participant. From and after the merger date, the participant's
rights shall be determined under the Restoration Plan, and the
participant shall be subject to all of the restrictions,
limitations and other terms and provisions of the Restoration
Plan. Not in limitation of the foregoing, each Restoration Plan
Account established for the participant as a result of the merger
shall be periodically adjusted when and as provided in Section
3.4 hereof as in effect from time to time and shall be paid at
such time and in such manner as provided in Section 3.5 and
Section 3.6 hereof, except to the extent otherwise provided on
Schedule 5.7.

IN WITNESS WHEREOF, this instrument has been executed by
NationsBank as of the day and year first above written.

NATIONSBANK CORPORATION


By: /s/ Charles J. Cooley
Title: Executive Vice President







SCHEDULE 5.7

MERGED PLANS AS OF JANUARY 1, 1994

Plan Name Date of Merger

C&S Policy Committee Supplemental December 31, 1992
Savings Plan

C&S Key Executive Supplemental December 31, 1992
Savings Plan

C&S/Sovran Supplemental Retirement December 31, 1992
Plan for Former Sovran Executives
(Thrift Restoration Benefits)

First & Merchants Corporation Deferred March 31, 1993
Management Incentive Compensation
Plan

Sovran Deferred Compensation Plan March 31, 1993

NationsBank of Texas, N.A. Profit March 31, 1993
Sharing Restoration Plan

Thrift Plan Reserve Account Maintained March 31, 1993
Under the NationsBank Corporation
and Designated Subsidiaries
Supplemental Executive Retirement
Plan