AMENDMENT TO EMPLOYMENT 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 management employee of
the Corporation.

                                R E C I T A L S:

            The Corporation and the Executive have previously entered into an
Employment Agreement (the "Agreement"). It is deemed advisable to amend the
Agreement to include in the determination of Compensation Continuance payable to
the Executive any incentive compensation approved by the Management Resources
and Compensation Committee.

            NOW, THEREFORE, the Corporation and the Executive hereby agree that
the Employment Agreement shall be and hereby is amended, effective as of the
date hereof, by deleting Section 4(a)(ii) and substituting therefor the
following:

      "(ii) an amount equal to the average of the incentive compensation paid to
      the Executive by the Corporation, if any, for the three consecutive
      calendar years next preceding the year of such termination; provided, that
      the incentive compensation to be recognized for this purpose shall be
      approved by the Management Resources and Compensation Committee, plus"

            In all other respects, the Employment 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