Key Employee Deferral Plan

NATIONSBANK CORPORATION
KEY EMPLOYEE DEFERRAL PLAN


1. Name:


This plan shall be known as the "NationsBank Corporation Key Employee Deferral Plan" (the "Plan").


2. Purpose and Intent:


NationsBank Corporation (the "Corporation") establishes this Plan effective October 1, 1994 for the purpose of providing certain of its employees with the opportunity to defer payment of certain annual incentives in accordance with the terms and provisions set forth herein. It is the intent of the Corporation that amounts deferred under the Plan by an employee shall not be taxable to the employee for income tax purposes until the time actually received by the employee. The provisions of the Plan shall be construed and interpreted to effectuate such intent.


3. Definitions:


For purposes of the Plan, the following terms shall have the following meanings:


(a) "Account" means the account established and maintained on the books of the Corporation to record a Participant's interest under the Plan attributable to amounts credited to the Participant pursuant to paragraph 5(c) below, as adjusted from time to time pursuant to the terms of the Plan.


(b) "Annual Incentive Award" means, with respect to a Participant, any annual incentive award payable to such Participant pursuant to (i) the Corporate Management Incentive Plan and (ii) any other incentive compensation plan of the Corporation or any of its Subsidiaries approved for purposes of this Plan by the Plan Administrator.


(c) "Claim" means a claim for benefits under the Plan.


(d) "Claimant" means a person making a Claim.


(e) "Compensation Committee" means the committee of individuals who are serving from time to time as the Compensation Committee of the Board of Directors of the Corporation.


(f) "Corporate Benefits Committee" means the committee of individuals who are serving from time to time as the members of the NationsBank Corporation Corporate Benefits Committee.


(g) "Corporate Personnel Group" means the group of employees designated as such from time to time by the Corporation.


(h) "Eligible Employee" means a Key Employee of the Corporation who has been designated as eligible to become a Participant in the Plan by a member of the Management Compensation Committee as provided in paragraph 5(a) below.


(i) "Key Employee" means a regular employee of the Corporation or any of its Subsidiaries who is an officer of the Corporation or its Subsidiaries, as determined by the Plan Administrator, and who, in the opinion of the Plan Administrator, has demonstrated a capacity for contributing materially to the success of the business and operations of the Corporation and its Subsidiaries.


(j) "Management Compensation Committee" means the committee of individuals who are serving from time to time as the NationsBank Corporation Management Compensation Committee.


(k) "Participant" means an Eligible Employee who has elected to participate in the Plan as provided in paragraph 5(b) below.


(l) "Plan Administrator" means the Corporate Personnel Group, or such other person or entity designated as the "Plan Administrator" for purposes of the Plan by the Compensation Committee.


(m) "Plan Year" means the twelve (12) month period beginning January 1 and ending December 31.


(n) "Single Sum Value" of the Account of a Participant who is receiving annual installments pursuant to paragraph 5(g) means the single sum present value of the installments determined as of the relevant determination date using for such purpose as the discount rate the same rate that was used in calculating the amount of the installments pursuant to paragraph 5(g) below.


(o) "Subsidiary" means (i) any corporation more than fifty percent (50%) of whose outstanding voting capital stock is owned by the Corporation, (ii) any corporation at least eighty percent (80%) of whose outstanding voting capital stock and at least eighty percent (80%) of each class of whose outstanding non-voting capital stock is owned by a corporation more than fifty percent (50%) of whose outstanding voting capital stock is owned by the Corporation, (iii) any corporation at least eighty percent (80%) of whose outstanding voting capital stock and at least eighty percent (80%) of each class of whose outstanding non-voting capital stock is owned by a corporation described in clause (ii) above, or (iv) any other corporation or other business entity affiliated with the Corporation that is designated by the Plan Administrator as a Subsidiary for purposes of the Plan.


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4. Administration:


The Plan Administrator shall be responsible for administering the Plan. The Plan Administrator shall have all of the powers necessary to enable it to properly carry out its duties under the Plan. Not in limitation of the foregoing, the Plan Administrator shall have the power to construe and interpret the Plan and to determine all questions that shall arise thereunder. The Plan Administrator shall have such other and further specified duties, powers, authority and discretion as are elsewhere in the Plan either expressly or by necessary implication conferred upon it. The Plan Administrator may appoint such agents as it may deem necessary for the effective performance of its duties, and may delegate to such agents such powers and duties as the Plan Administrator may deem expedient or appropriate that are not inconsistent with the intent of the Plan. The decision of the Plan Administrator upon all matters within its scope of authority shall be final and conclusive on all persons, except to the extent otherwise provided by law.


5. Operation:


(a) Eligibility. The individuals who serve from time to time as the members of the Management Compensation Committee, in their sole and exclusive discretion, shall determine which Key Employees shall be Eligible Employees for a Plan Year.


(b) Elections to Defer. An Eligible Employee may become a Participant in the Plan by irrevocably electing, on a form provided by the Plan Administrator, to defer all or a portion of the Eligible Employee's Annual Incentive Award for a given Plan Year; provided, however, that:


(i) if an Eligible Employee elects to defer a portion of
the Eligible Employee's Annual Incentive Award for a Plan Year,
the amount elected to be deferred with respect to such Annual
Incentive Award shall not be less than Ten Thousand Dollars
($10,000); and


(ii) if an Eligible Employee's Annual Incentive Award for a
Plan Year is less than Ten Thousand Dollars ($10,000), no amount
of such Annual Incentive Award shall be deferred under the Plan
for such Plan Year.


In order to be effective, an Eligible Employee's election to defer must be executed and returned to the Plan Administrator on or before the date specified by the Plan Administrator for such purpose. Such election must normally be made prior to the beginning of the Plan Year to which the election relates. However, the Plan Administrator, in its sole and exclusive discretion, may determine that in any Plan Year during which (A) a Key Employee first becomes an Eligible Employee (including the Plan Year in


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which the Plan is first implemented) or (B) a Key Employee who is already an Eligible Employee with respect to certain incentive compensation covered by the Plan becomes an Eligible Employee with respect to incentive compensation not previously covered by the Plan, such election may be made by such Eligible Employee within thirty (30) days after becoming eligible.


(c) Establishment of Accounts. The Corporation shall establish and maintain on its books an Account for each Participant. Each Account shall be designated by the name of the Participant for whom established. The amount of any Annual Incentive Award deferred by a Participant shall be credited to the Participant's Account as of t ...