NATIONSBANK CORPORATION
BENEFIT SECURITY TRUST
Trustee Removal/Appointment Agreement
THIS TRUSTEE REMOVAL/APPOINTMENT AGREEMENT (the "Agreement")
is made and entered into as of the 19th day of December, 1995 by
and between NATIONSBANK CORPORATION, a North Carolina corporation
(the "Company"), THE CHASE MANHATTAN BANK, N.A., a national
banking association (the "Current Trustee"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company (the
"Successor Trustee").
Statement of Purpose
The Company maintains the NationsBank Corporation Benefit
Security Trust (the "Trust") pursuant to an agreement dated June
27, 1990 between NCNB Corporation (which subsequently changed its
name to NationsBank Corporation) and United States Trust Company
of New York (the "Trust Agreement") to provide additional
security with respect to the Company's benefit obligations under
certain nonqualified employee benefit plans sponsored by the
Company and its subsidiaries. The Current Trustee became the
trustee of the Trust during 1995 when it acquired the corporate
trust business of United States Trust Company of New York. The
purpose of this Agreement is to evidence, in accordance with
Article X of the Trust Agreement, the replacement of the Current
Trustee with the Successor Trustee as the trustee of the Trust
effective as of January 1, 1996.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto hereby agree as
follows:
1. Removal of Current Trustee. In accordance with Section
10.1 of the Trust Agreement, the Company hereby removes the
Current Trustee as trustee of the Trust effective as of January
1, 1996. In that regard, the Company and the Current Trustee
hereby waive the ninety (90) day advance written notice
requirement otherwise required by Section 10.1. The removal of
the Current Trustee is conditioned on the appointment of the
Successor Trustee as set forth herein. As soon as practicable
after January 1, 1996, the Current Trustee shall, in accordance
with Section 10.3 of the Trust Agreement, assign, transfer,
deliver and pay over to the Successor Trustee, in conformity with
the requirements of applicable law, the "Trust Fund" under the
Trust, less reserves for reasonable and necessary closing fees
and expenses as they pertain to the Trust and as approved by the
Company, and copies of all records and materials pertaining to
the Trust and the Trust Agreement in its control or possession.
2. Appointment of Successor Trustee. The Company hereby
appoints the Successor Trustee as trustee of the Trust effective
as of January 1, 1996, and the Successor Trustee hereby accepts
such appointment.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective duly authorized
officers.
NATIONSBANK CORPORATION
By: /s/ Xxxxxxxx X. XxXxxx
Name: Xxxxxxxx X. XxXxxx
Title: Executive Vice President
"Company"
THE CHASE MANHATTAN BANK, N.A.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
"Current Trustee"
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Vice President
"Successor Trustee"
2
