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 Trust (the "Trust"), a Massachusetts business trust, for itself and on
behalf of its Nations Georgia Intermediate Municipal Bond Fund, Nations Georgia
Municipal Bond Fund, Nations Maryland Intermediate Municipal Bond Fund, Nations
Maryland Municipal Bond Fund, Nations North Carolina Intermediate Municipal Bond
Fund, Nations North Carolina Municipal Bond Fund, Nations South Carolina
Intermediate Municipal Bond Fund, Nations South Carolina Municipal Bond Fund,
Nations Tennessee Intermediate Municipal Bond Fund, Nations Tennessee Municipal
Bond Fund, Nations Texas Intermediate Municipal Bond Fund, Nations Texas
Municipal Bond Fund, Nations Virginia Intermediate Municipal Bond Fund, Nations
Virginia Municipal Bond Fund, Nations Capital Growth Fund, Nations Aggressive
Growth Fund, Nations Strategic Growth Fund, Nations Government Money Market
Fund, Nations Tax Exempt Fund, Nations Value Fund, Nations MidCap Growth Fund,
Nations LargeCap Index Fund, Nations Managed Index Fund, Nations SmallCap Index
Fund, Nations Short-Intermediate Government Fund, Nations Municipal Income Fund,
Nations Short-Term Municipal Income Fund, Nations Intermediate Municipal Bond
Fund, Nations Short-Term Income Fund, Nations Strategic Income Fund, Nations
Bond Fund, Nations Florida Intermediate Municipal Bond Fund and Nations Florida
Municipal Bond Fund, and Nations Funds Trust ("Funds Trust"), a Delaware
statutory business trust, for itself and on behalf of its Nations Georgia
Intermediate Municipal Bond Fund, Nations Maryland Intermediate Municipal Bond
Fund, Nations North Carolina Intermediate Municipal Bond Fund, Nations South
Carolina Intermediate Municipal Bond Fund, Nations Tennessee Intermediate
Municipal Bond Fund, Nations Texas Intermediate Municipal Bond Fund, Nations
Virginia Intermediate Municipal Bond Fund, Nations Capital Growth Fund, Nations
Strategic Growth Fund, Nations Government Reserves, Nations Tax-Exempt Reserves,
Nations Value Fund, Nations MidCap Growth Fund, Nations LargeCap Index Fund,
Nations Managed Index Fund, Nations SmallCap Index Fund, Nations
Short-Intermediate Government Fund, Nations Municipal Income Fund, Nations
Short-Term Municipal Income Fund, Nations Intermediate Municipal Bond Fund,
Nations Short-Term Income Fund, Nations Strategic Income Fund, Nations Bond
Fund, Nations Florida Intermediate Municipal Bond Fund and Nations Florida
Municipal Bond Fund.

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

         WHEREAS, the Board of Trustees of the Trust and 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




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               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.


         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 TRUST
                                             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



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