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                                                                EXHIBIT 10.11


             1993 DECLARATION OF AMENDMENT TO WACHOVIA CORPORATION
        RETIREMENT SAVINGS AND PROFIT-SHARING BENEFIT EQUALIZATION PLAN


                 THIS DECLARATION OF AMENDMENT, made the 22nd day of October,
1993, by WACHOVIA CORPORATION (the "Company"), a North Carolina corporation
with its principal office at Winston-Salem, North Carolina, to the Wachovia
Corporation Retirement Savings and Profit-Sharing Benefit Equalization Plan
(the "plan").

                                R E C I T A L S:
                                ----------------

                 It is deemed advisable to amend the plan to allow a
participant to elect, with the consent of the Committee which administers the
plan, for his benefit under the plan to be paid to him or applied for his
benefit in installments over a period not in excess of 15 years or in a single
lump sum payment.

                 NOW, THEREFORE, it is declared that the plan shall be and
hereby is amended, effective as of October 22, 1993, by deleting Section 6 in
its entirety and substituting therefor the following:

                          "Section 6.      Payment of Benefits.  The amount in
                          ----------       -------------------
                 the Benefit Equalization Account of a Participant (the
                 `Participant's Benefit') shall be paid to the same person or
                 persons as the Participant's benefit under the RSPSP (the
                 "RSPSP Beneficiaries") under one of the following options as
                 elected by the Participant, with the consent of the Committee,
                 prior to the date the Participant's Benefit becomes payable
                 under the Plan:

                                  (i)      Installments:  Payment in cash in
                                           -------------
                          approximately equal monthly installments over a term
                          certain not exceeding 15 years.

                                  (ii)     Lump Sum:  Payment in cash in a
                                           ---------
                          single lump sum payment.
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                 The Participant's Benefit shall become payable at the same
                 time his benefit under the RSPSP becomes payable on account of
                 retirement, termination of service or death.  In no event
                 shall a Participant's Benefit be subject to withdrawal while
                 the Participant is in service.   A Participant's election as
                 to the form of the payment of the Participant's Benefit shall
                 be made in the same manner and at the same time as his
                 election is made as to the form of the payment of benefits
                 under the RSPSP.  If a Participant fails to elect one of the
                 foregoing distribution options, the Participant's Benefit
                 shall be paid in the same manner as his benefit under the
                 RSPSP.  At any time prior to the death of a Participant, the
                 Participant may elect (which election shall be subject to
                 change at any time upon notice in writing by the Participant
                 to the Committee) for any payments hereunder following his
                 death to be made to a person or persons other than the RSPSP
                 Beneficiaries, in which event such payments shall be made to
                 such other person or persons in the same manner and at the
                 same time as such payments would have been made to the RSPSP
                 Beneficiaries pursuant to this Section 6.  Such election shall
                 be made by the Participant in writing on a form provided by
                 the Committee."

                 IN WITNESS WHEREOF, this Declaration of Amendment has been
executed in behalf of the Company on the day and year first above stated.

                                        WACHOVIA CORPORATION


                                        By: /s/ L. M. Baker, Jr.
                                           -----------------------------------
                                                  President

Attest:
/s/ Alice Washington Grogan
- -----------------------------
         Secretary

(Corporate Seal)




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