AMENDMENT TO
RESTRICTED STOCK AWARD PLAN AGREEMENTS
THIS AMENDMENT TO RESTRICTED STOCK AWARD PLAN AGREEMENTS (the "Agreement")
is made and entered into as of the 20 day of December, 1996, by and between
NATIONSBANK CORPORATION, a North Carolina corporation ("NationsBank"), and
XXXX X. XxXXXX, XX. ("Executive").
Statement of Purpose
NationsBank and Executive previously entered into a Restricted Stock
Award Plan Agreement dated January 22, 1992 and another Restricted Stock Award
Plan Agreement dated June 22, 1994 (collectively, the "Award Agreements," and
individually, an "Award Agreement"). Under the Award Agreements, shares of
restricted stock (the "Restricted Stock") were granted to Executive under
the 1986 Restricted Stock Award Plan of NationsBank Corporation, as amended
(the "Restricted Stock Plan"), and such shares of Restricted Stock were
scheduled to vest in five (5) equal annual installments beginning January 1,
1993 in the case of the 1992 Award Agreement and January 1, 1995 in the case of
the 1994 Award Agreement. As of the date hereof, shares of Restricted Stock
remain unvested under each Award Agreement. As additional incentive for
Executive to remain with NationsBank through his normal retirement date, the
parties desire to amend the Award Agreements as set forth herein to provide
that the unvested shares of Restricted Stock shall not vest until Executive's
normal retirement date.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, NationsBank and Executive hereby agree that each Award
Agreement is amended as follows:
1. Notwithstanding any provision of the Award Agreements to the contrary,
(i) the vesting schedule attached as Exhibit B to each Award Agreement is
hereby terminated with respect to any shares of the Restricted Stock that
are not vested as of the date hereof, and (ii) in lieu thereof, such unvested
shares of Restricted Stock shall not vest until July 1, 2000 (i.e.,
Executive's normal retirement date), subject to becoming earlier vested in
accordance with the provisions of Paragraph 6 of the Restricted Stock Plan.
2. Except as expressly or by necessary implication amended hereby, each
Award Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, NationsBank has caused this Agreement to be executed
by its duly authorized officer and Executive has hereunto set his hand and
seal, all as of the day and year first above written.
NATIONSBANK CORPORATION
By: /s/ X. X. Xxxxxx
X. X. Xxxxxx, Executive Vice President
"NationsBank"
/s/ Xxxx X. XxXxxx, Xx. [SEAL]
Xxxx X. XxXxxx, Xx.
"Executive"
