Exhibit 10.19


              AMENDMENT TO SENIOR EXECUTIVE RETIREMENT AGREEMENT


            THIS  AMENDMENT,  made  and  entered  into as of the  23rd  day of
April, 1999, by and between Wachovia Corporation (the "Corporation"),  a North
Carolina  corporation,  and <<NAME>>  (the  "Executive"),  a  senior
management employee of the Corporation.

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

            The Corporation and the Executive have previously entered into a
Senior Executive Retirement Agreement (the "Agreement"). It is deemed advisable
to amend the Agreement to change the definition of compensation to include any
incentive compensation approved by the Management Resources and Compensation
Committee.

            NOW, THEREFORE, the Corporation and the Executive hereby agree that
the Senior Executive Retirement Agreement shall be and hereby is amended,
effective as of the date hereof, by deleting the second sentence of Section 1.4
and substituting therefor the following:

      "For this purpose, the compensation of the Executive means the sum of the
      base salary paid to the Executive by the Corporation, plus any incentive
      compensation paid to the Executive which is approved by the Committee as
      compensation to be recognized for purposes of this Agreement. The
      compensation of the Executive shall also include: (a) any salary reduction
      amounts which the Executive elects to have contributed to a qualified cash
      or deferred arrangement under Section 401(k) of the Code, to a benefit
      enhancement plan in lieu of contributions to such a qualified cash or
      deferred arrangement, to a cafeteria plan under Section 125 of the Code,
      or to any similar plan or arrangement, and (b) any amounts deferred under
      any deferred compensation plan or contract with the Corporation."

            In all other respects, the Senior Executive Retirement Agreement, as
amended, is hereby ratified, confirmed and approved.

            IN WITNESS WHEREOF, this Amendment has been executed on behalf of
the Corporation by its duly authorized officers and by the Executive as of the
day and year first above written.

                                          WACHOVIA CORPORATION


                                          By: _________________________________
                                              Chief Executive Officer

ATTEST:

_________________________________
      Secretary

                                              __________________________ (SEAL)
                                                Executive