Exhibit 2(d)

                                    STOCK PURCHASE AGREEMENT


                  AGREEMENT, dated as of November 1, 1996, is entered into by
and between NATIONSBANK, N.A., a National banking association ("Buyer") and
NATIONSBANK, N.A. (SOUTH), a national banking association ("Seller").

                  WHEREAS, Seller is the record and beneficial owner of 100
shares of common stock, $.01 par value per share, of Main Place Funding
Corporation (the "Corporation"), a Delaware corporation (the "Shares");

                  WHEREAS, Seller desires to sell, and Buyer desires to
purchase, the Shares on the terms and conditions hereinafter set forth;

                  NOW, THEREFORE, in consideration of the foregoing, the parties
agree as follows:



         4. Purchase and Sale of Shares.


                  Seller hereby sells, assigns and transfers to Buyer, and Buyer
hereby purchases from Seller, the Shares at a purchase price of $11,152,270 per
share, for an aggregate consideration of $1,115,227,000. Concurrently with the
execution of this agreement, Seller is delivering to Buyer a share certificate
representing the Shares, duly endorsed in blank or accompanied by proper
instruments of transfer duly signed by Seller in blank and accompanied by
necessary transfer tax stamps or funds therefor, against payment of such
consideration by delivery to Seller of $1,115,227,000.

         5.  Representations  and Warranties of Seller. As a material inducement
to Buyer to enter into and perform its obligations under this Agreement,  Seller
represents and warrants to Buyer as follows:

                  (a) Seller is the beneficial and record owner of the Shares
and has valid and marketable title to the Shares, free and clear of any lien,
pledge and encumbrance or any claim of any third party.

                  (b) Upon delivery of the share certificate representing the
Shares in accordance with the terms hereof, valid and marketable title to the
Shares will pass to Buyer free and clear of any lien, pledge and encumbrance or
any claim of any third party.

                  (c) Seller has full legal right, power and authority, and all
approvals required by law, to enter into this Agreement, 


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to sell, assign,  transfer and deliver the Shares in the manner provided in this
Agreement and to perform all of its  obligations  hereunder.  This Agreement has
been duly  executed and delivered by Seller and  constitutes a legal,  valid and
binding obligation of Seller enforceable in accordance with its terms.

                  (d) Seller has had full access to any and all information
relating to Buyer, and has had the opportunity to learn of all the developments
in Buyer, its business and its affairs, and has made such investigation of and
has had access to any and all information relating to the Buyer as Seller has
deemed necessary or appropriate for entering into this Agreement and carrying
out the transactions contemplated hereby.

         6. Representations and Warranties of the Buyer. As a material
inducement to Seller to enter into and perform its obligations under this
Agreement, Buyer represents and warrants to Seller as follows:

                  (a) Buyer has full legal right, power and authority, and all
approvals required by law, to enter into this Agreement and to perform all of
its obligations hereunder. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action.

                  (b) This Agreement constitutes a legal, valid and binding
obligation of Buyer enforceable in accordance with its terms.

                  (c) Buyer is acquiring the shares of the Corporation for its
own account, for investment and not with a view to the sale or distribution
thereof or with any present intention of selling or distributing any thereof,
except in conformity with the Securities Act. Buyer understands and acknowledges
that the Shares are not registered under the Securities Act and will not be
transferable except (i) pursuant to an effective registration statement under
the Securities Act, (ii) pursuant to Rule 144 or any successor rule under the
Securities Act, (iii) pursuant to a no-action letter issued by the SEC to the
effect that a proposed transfer of the Shares may be made without registration
under the Securities Act or (iv) pursuant to an opinion of counsel for or
reasonably acceptable to the Corporation to the effect that the proposed
transfer is exempt from registration or qualification under the Securities Act
and relevant state securities laws.

         4. Buyer understands that all Shares sold in connection with this
Agreement will bear the following legend:

                  "The Shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"), and are
"restricted securities" as that term is defined in Rule 144A under the Act. The
Shares may not be offered for 

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sale, sold or otherwise transferred except pursuant to an effective registration
statement under the Act or pursuant to an exemption from registration under the
Act, the availability of which is to be established to the satisfaction of the
Corporation."

         5.       Miscellaneous.

                  (c) This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors and assigns.

                  (d) The representations and warranties contained herein shall
survive the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and remain in full force and effect,
notwithstanding any investigation at any time made by or on behalf of the
parties.

                  (e) All questions concerning the construction, validity and
interpretation of this Agreement and the performance of obligations hereunder
will be governed by the internal laws, not the laws of conflicts, of the State
of New York.

                  (f) This Agreement constitutes the entire understanding and
agreement among the parties hereto with respect to the subject matter hereof and
cannot be changed or terminated orally.

                  (g) This Agreement may be signed in any number of
counterparts, each of which together shall constitute one and the same
instrument.




                                       -3-


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                  IN WITNESS WHEREOF, Buyer and Seller have duly executed this
Agreement as of the date first above written.


                                             NATIONSBANK, N.A.



                                             By:/s/  Gary S. Williams
                                                Name: Gary S. Williams
                                                Title:Senior Vice President


                                             NATIONSBANK, N.A. (SOUTH)



                                             By:/s/  Gary S. Williams
                                                Name: Gary S. Williams
                                                Title:Senior Vice President


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