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                                                                 EXHIBIT (10)(G)



                      AMENDMENT TO FIRST UNION CORPORATION
                              AMENDED AND RESTATED
                          SUPPLEMENTAL RETIREMENT PLAN

       This Amendment to the First Union Corporation Supplemental Retirement
Plan, as Amended and Restated December 14, 1999 (the "Plan"), is dated as of
October 17, 2000.

                                 R E C I T A L S

         WHEREAS, the Company desires to make certain amendments to the Plan and
to terminate the Plan as of December 31, 2000;

         WHEREAS, pursuant to the foregoing, the Company desires to make
distributions to the Participants under the Plan as promptly as practicable
following the date hereof; and

         WHEREAS, the Company's Board and the Committee have each authorized the
Company to take the following actions;

         NOW, THEREFORE, the Plan is hereby amended and terminated as follows:

         1.       Section 2.1. Section 2.1 of the Plan is hereby amended as
                  follows:

                  (A)      Lump Sum Actuarial Equivalent. The definition of Lump
Sum Actuarial Equivalent is deleted in its entirety and the following is
inserted in its place:

                  "(i)     'Lump Sum Actuarial Equivalent' means a single
         payment which is actuarially equivalent to the annuity benefit due a
         Participant under the Plan computed using the same actuarial equivalent
         assumptions in effect for the Company's qualified pension plan;
         provided, however, for the purpose of determining the payments to
         Participants pursuant to Section 4.7, the discount rate shall be
         5.72%."

                  (B)      Pay. The definition of Pay shall be deleted in its
entirety and the following inserted in its place:

                           "(l)     'Pay' means a Participant's cash
                  compensation consisting of base salary and any bonus earned
                  and accrued under the Company's Management Incentive Plan,
                  Management Long-Term Cash Incentive Plan or under any other
                  plan or plans that may be designated from time to time by the
                  Chief Executive Officer of the Company up to the maximum award
                  that could have been granted to such Participant under the
                  Management Incentive Plan, and Management Long-Term Cash
                  Incentive Plan including any such cash compensation deferred
                  under the Company's Deferred Compensation Plan or pursuant to
                  a salary reduction agreement or cash or deferred arrangement
                  offered by the Company under Internal Revenue Code Section
                  401(k) or 125. Compensation shall exclude any amounts
                  contributed on behalf of a Participant under the Company's
                  Profit Sharing Plan or as reimbursement for expenses.
                  Notwithstanding the foregoing, for the purpose of determining
                  the payments to each Participant pursuant to Section 4.7,
                  "Pay" for the fiscal year ending December 31, 2000, shall be
                  determined using the compensation assumptions set forth in
                  Schedule A attached to this Amendment."

         2.       Section 4.7(d). Section 4.7(d)(2) shall be deleted in its
entirety and the following inserted in its place:

         "(2)     Amount. A Participant who is eligible pursuant to (1) above
         shall be paid the Lump Sum Actuarial Equivalent of his early retirement
         benefit payable pursuant to Subsection 4.2(b) assuming that he retired
         at his Early Retirement Age on the date of the Plan Termination or Plan
         Change and is credited with the number of Years of Service which he
         would have obtained as of his Early Retirement Age."

         3.       Plan Termination. The Plan is hereby terminated as of December
31, 2000. The Company shall pay Participants all amounts owed under the Plan (as
amended hereby) as promptly as practicable following the date hereof, in each
case subject to applicable tax withholding. Following the payment of such
amounts, the Company shall have no further obligation or liability to
Participants or beneficiaries of Participants under the Plan.

         4.       Miscellaneous. All terms used herein but not defined herein
shall have the definitions assigned in the Plan. All terms and conditions of the
Plan not amended hereby shall remain as set forth in the Plan.



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         IN WITNESS WHEREOF, the Company has caused this Amendment to the
Supplemental Retirement Plan to be executed as of the date first set forth
above.

                                        FIRST UNION CORPORATION

                                        By: /s/ Don R. Johnson
                                           ----------------------------
                                        Name: Don R. Johnson
                                        Title: Executive Vice President