SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AMENDMENT TO THE
NATIONSBANK CORPORATION AND DESIGNATED SUBSIDIARIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


WHEREAS, NationsBank Corporation ("NationsBank") and certain of its
subsidiary corporations (collectively with NationsBank, the "Participating
Employers") maintain the NationsBank Corporation and Designated Subsidiaries
Supplemental Executive Retirement Plan (the "Plan"); and

WHEREAS, NationsBank desires to amend the Plan to change the mortality
table to be used in the calculation of a participant's "commuted payment amount"
from the 1971 Group Annuity Mortality Table to the 1983 Group Annuity Mortality
Table; and

WHEREAS, the Compensation Committee of the Board of Directors of
NationsBank has authorized and approved said amendment to the Plan in accordance
with the provisions of Article VI of the Plan;

NOW, THEREFORE, NationsBank does hereby declare that the Plan is hereby
amended effective as of the date hereof as follows:

1. The second sentence of Section III. of Exhibit B to the Plan is amended
to read as follows: "To the extent that benefits are payable over the
lifetime(s) of one or more individuals, the AESSV shall also be based on the
1983 Group Annuity Mortality Table."

2. Except as expressly or by necessary implication amended hereby, the Plan
shall continue in full force and effect.

IN WITNESS WHEREOF, NationsBank has caused this instrument to be executed
by its duly authorized officer as of the 27th day of March, 1996.

NATIONSBANK CORPORATION



By: /s/ C. J. COOLEY
------------------------
C. J. Cooley
Executive Vice President

"NationsBank"




AMENDMENT TO THE
NATIONSBANK CORPORATION AND DESIGNATED SUBSIDIARIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


WHEREAS, NationsBank Corporation ("NationsBank") and certain of its
subsidiary corporations (collectively with NationsBank, the "Participating
Employers") maintain the NationsBank Corporation and Designated Subsidiaries
Supplemental Executive Retirement Plan (the "Plan"); and

WHEREAS, NationsBank desires to amend the Plan to modify the procedure
under which Participants may elect to have their benefits under the Plan paid in
a single cash payment; and

WHEREAS, the Compensation Committee of the Board of Directors of
NationsBank has authorized and approved said amendment to the Plan in accordance
with the provisions of Article VI of the Plan;

NOW, THEREFORE, NationsBank does hereby declare that the Plan is hereby
amended effective as of the date hereof as follows:

1. Section 4.12 of the Plan is amended to read as follows:

"Section 4.12. Special Election for Single Cash Payment.
Notwithstanding any provisions of the Plan to the contrary, a Participant
may elect to have the Participant's benefits under the Plan paid in a
single cash payment to such Participant, and a Participant's surviving
Eligible Spouse may elect to have the benefits payable under Section 4.6 of
the Plan after a Participant's death while in Service paid in a single cash
payment to such Participant's surviving Eligible Spouse under the following
terms and conditions and in lieu of the method otherwise applicable under
the provisions of this Article IV:

(i) The Participant or the Participant's surviving Eligible
Spouse, as the case may be, must make such election at least thirty
(30) days prior to the date benefit payments under the Plan would
otherwise commence to the Participant or the Participant's surviving
Eligible Spouse.

(ii) Any election under this Section 4.12 shall be irrevocable.




(iii) An election under this Section 4.12 may be made only with
respect to (1) those benefits payable under Sections 4.2, 4.3 and 4.4
of the Plan upon a Participant's Retirement or (2) those benefits
payable under Section 4.6 of the Plan upon a Participant's death while
in Service.

(iv) The amount of the single cash payment payable under this
Section 4.12 upon a Participant's Retirement shall be the Commuted
Payment Amount determined for such Participant as of the date of such
Participant's Retirement.

(v) The amount of the single cash payment payable under this
Section 4.12 upon a Participant's death while in Service [or, to the
extent provided in Section 4.6(b), while Disabled] shall be the
actuarially equivalent single sum value of the benefits (if any)
provided for in Section 4.6(c) determined as of the date of the
Participant's death using assumptions consistent with those set forth
in Exhibit B to the Plan.

(vi) Any election under this Section 4.12 shall not be effective
unless approved by (i) the Compensation Committee if the Participant
is an executive officer of NationsBank Corporation or the Principal
Corporate Personnel Officer of NationsBank Corporation or (ii) the
Management Compensation Committee in the case of any other
Participant, and in either case the applicable committee may approve
or disapprove the election in its sole and exclusive discretion. The
single cash payment shall be made within thirty (30) days of the
approval of such election by the applicable committee."

2. Except as expressly or by necessary implication amended hereby, the
Plan shall continue in full force and effect.


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IN WITNESS WHEREOF, NationsBank has caused this instrument to be
executed by its duly authorized officer as of the 25th day of June, 1997.

NATIONSBANK CORPORATION



By: /s/ C. J. Cooley
-------------------------
C. J. Cooley
Executive Vice President



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