AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION

         This Amendment is made April 10, 2002 to the Agreement and Plan of
Reorganization (the "Agreement") dated January 1, 2002 by and between Nations
Fund, Inc. (the "Company"), a Maryland corporation, for itself and on behalf of
its Nations Prime Fund, Nations Treasury Fund, Nations Equity Income Fund and
Nations Small Company Fund, and Nations Funds Trust ("Funds Trust"), a Delaware
statutory business trust, for itself and on behalf of its Nations Cash Reserves,
Nations Treasury Reserves, Nations Convertible Securities Fund and Nations Small
Company Fund.

         WHEREAS, terms used herein shall have the meaning ascribed to them in
the Agreement unless otherwise defined;

         WHEREAS, the Board of Directors of the Company and the Board of
Trustees of Funds Trust approved the Agreement and the Reorganizations
contemplated thereby as in the best interest of Acquired Fund shareholders,
including that Acquired Fund shareholders would bear the expenses related to
entering into and carrying out the provisions of the Agreement, provided that if
such expenses exceed contractual total operating expense ratio caps in place for
any such Acquired Fund, Banc of America Advisors, LLC or any of its affiliates
will bear such excess expenses;

         WHEREAS, such expense-bearing arrangements were fully disclosed to
Acquired Fund shareholders in the proxy materials that solicited shareholders
with regard to approval of the Reorganizations; and

         WHEREAS, the Reorganization of each Acquired Fund was approved by
shareholders at Special Meetings held on March 27, 2002.

         NOW THEREFORE, pursuant to Section 16 of the Agreement, the parties
hereby amend the Agreement to effect a technical correction by substituting
Section 15(b) with the following amended Section 15(b):

              15. Brokerage Fees and Expenses.

              (b) The Acquired Funds will be responsible for the expenses
              related to entering into and carrying out the provisions of this
              Agreement, whether or not the transactions contemplated hereby are
              consummated. To the extent that such expenses exceed contractual
              total operating expense ratio caps in place for any such Acquired
              Fund, Banc of America Advisors, LLC or any of its affiliates will
              bear such excess expenses.


                                       1



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers designated below as of the date first
written above.


                                            NATIONS FUND, INC.
                                            On behalf of the Acquired Funds



                                            By: /s/ Richard H. Blank, Jr.
                                                -------------------------

                                            Richard H. Blank, Jr.
                                            Secretary and Treasurer



                                            NATIONS FUNDS TRUST
                                            On behalf of the Acquiring Funds



                                            By: /s/ Richard H. Blank, Jr.
                                                -------------------------

                                            Richard H. Blank, Jr.
                                            Secretary and Treasurer


                                       2