WACHOVIA CORP/ NC, DEF 14A, 1995-03-08

WACHOVIA CORP/ NC
DEF 14A, 1995-03-08
NATIONAL COMMERCIAL BANKS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

(x ) Filed by the Registrant
( ) Filed by a Party other than the Registrant

Check the appropriate box:

( ) Preliminary Proxy Statement
(xx) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12

Wachovia Corporation
(Name of Registrant as Specified In Its Charter)
Alice Washington Grogan
Corporate Secretary

(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (Check the appropriate box):

(x ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: *

* Set forth the amount on which the filing fee is calculated and state how
it was determined.

( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid: $

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

( ) Filing Fee of $ was previously paid on , 199 ,
the date the Preliminary Proxy Statement was filed.

<PAGE>

(WACHOVIA logo appears here)

301 NORTH MAIN STREET
P.O. BOX 3099
WINSTON-SALEM, NORTH CAROLINA 27150
191 PEACHTREE STREET, N.E.
P.O. BOX 4148
ATLANTA, GEORGIA 30303
March 8, 1995
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
Wachovia Corporation
You are cordially invited to attend the Annual Meeting of Shareholders of
Wachovia Corporation to be held at the Omni Hotel, 130 Market Street,
Charleston, South Carolina, on Friday, April 28, 1995, at 10:30 A.M., EDT, for
the following purposes:
1. TO ELECT SIX DIRECTORS OF WACHOVIA CORPORATION FOR A THREE-YEAR TERM TO
EXPIRE AT THE 1998 ANNUAL MEETING OF SHAREHOLDERS AND ONE DIRECTOR FOR A
TWO-YEAR TERM TO EXPIRE AT THE 1997 ANNUAL MEETING OF SHAREHOLDERS.
2. TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITORS FOR 1995.
3. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING.
Shareholders of record at the close of business on February 17, 1995, are
entitled to notice of and to vote at said meeting and any adjournment thereof.
(Signature of L. M. Baker, Jr. appears here)
L. M. Baker, Jr.
Chief Executive Officer
PLEASE MARK, DATE,
SIGN AND RETURN YOUR
PROXY PROMPTLY.

<PAGE>

(WACHOVIA logo appears here)

301 NORTH MAIN STREET
P.O. BOX 3099
WINSTON-SALEM, NORTH CAROLINA 27150
191 PEACHTREE STREET, N.E.
P.O. BOX 4148
ATLANTA, GEORGIA 30303 March 8, 1995
PROXY STATEMENT
This Proxy Statement and accompanying Form of Proxy are being mailed to
shareholders on or about March 8, 1995, in connection with the solicitation of
Proxies by the Board of Directors of Wachovia Corporation ("Wachovia" or the
"Company") for use at the Annual Meeting of Shareholders to be held on April 28,
1995, and at any adjournment thereof. The entire cost of such solicitation will
be borne by Wachovia. In addition to solicitation by mail, arrangements will be
made with brokerage houses and other custodians, nominees and fiduciaries to
send proxy materials to their principals, and Wachovia will reimburse them for
their expenses in so doing. Wachovia has retained W. F. Doring & Co. to assist
in such solicitation. The fee to be paid to such firm is not expected to exceed
$7,500, plus reasonable out-of-pocket costs and expenses. Personal solicitation
may be conducted by Directors, officers and employees of Wachovia and its
subsidiaries.
The shares represented by the accompanying Proxy will be voted if the Form of
Proxy is properly signed and received by Wachovia prior to or at the time of the
meeting. Where a choice is specified on any Proxy as to the vote on any matter
to come before the meeting, the Proxy will be voted in accordance with such
specification. If no choice is specified, the Proxy will be voted in favor of
Proposals 1 and 2. Any Proxy may be revoked at any time prior to the voting of
the Proxy by notifying the Secretary of Wachovia in writing or by signing and
delivering a Proxy with a later date. A Proxy is suspended if the person giving
the Proxy attends the meeting and elects to vote in person.
Throughout this Proxy Statement, reference will be made to the following
subsidiaries or former subsidiaries of Wachovia: Wachovia Corporation of Georgia
("WCGA"), Wachovia Bank of Georgia, N.A. ("WBGA"), Wachovia Corporation of North
Carolina ("WCNC"), Wachovia Bank of North Carolina, N.A. ("WBNC"), South
Carolina National Corporation ("SCNC") and Wachovia Bank of South Carolina, N.A.
(formerly known as The South Carolina National Bank)("WBSC"). WCNC and WCGA were
bank holding companies organized under the laws of North Carolina and Georgia,
respectively, and were merged into Wachovia effective March 31, 1993. SCNC is a
bank and savings and loan holding company organized under the laws of the State
of South Carolina. WBGA (formerly a subsidiary of WCGA), WBNC (formerly a
subsidiary of WCNC) and WBSC are national banking associations organized under
the laws of the United States.
Shareholders of record at the close of business on February 17, 1995, will be
entitled to vote at the Annual Meeting of Shareholders. Holders of Wachovia's
common stock, $5.00 par value per share (the "Common Stock"), are entitled at
all meetings of shareholders of Wachovia to one vote for each share held. At the
close of business on February 17, 1995, there were 171,093,303 shares of Common
Stock outstanding. All such shares are entitled to be voted at the meeting.
Under the bylaws of Wachovia, a majority of votes entitled to be cast on a
particular matter, represented in person or by proxy, constitutes a quorum for
purposes of all matters to be considered at the Annual Meeting. The bylaws of
Wachovia further provide that once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and any adjournment thereof, unless a new record date is or must be set
for the adjournment. Shares which are withheld as to voting with respect to one
or more of the nominees for Director and abstentions will be counted in
determining the existence of a quorum, but shares held by a broker, as nominee,
that are not voted on any matter will not be counted for such purposes.
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<PAGE>
Under the laws of North Carolina, the persons receiving a plurality of the
votes cast by the shares entitled to vote will be elected as Directors. The
proposal to ratify the appointment of auditors for 1995 will be approved if the
votes cast in favor of such proposal exceed the votes cast against such
proposal. Abstentions, shares which are withheld as to voting with respect to
nominees for Director and shares held of record by a broker, as nominee, that
are not voted with respect to either of the foregoing proposals will not be
counted as a vote in favor of or against such proposal and, therefore, will have
no effect.
To Wachovia's knowledge, no shareholder beneficially owned more than 5% of the
outstanding shares of Wachovia Common Stock as of December 31, 1994. Wachovia's
three principal banking subsidiaries held, as of December 31, 1994, in various
fiduciary capacities, an aggregate of 11,711,611 shares, or 6.8515%, of the
Common Stock, as follows: WBNC (8,516,530 shares, or 4.9824%), WBGA (2,043,868
shares, or 1.1957%), and WBSC (1,151,213 shares, or 0.6735%).
BOARD OF DIRECTORS
The Board of Directors of Wachovia held four meetings during 1994. Each
incumbent Director attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by all
committees of the Board on which such Director served during 1994.
Wachovia has an Audit Committee presently consisting of the following
nonmanagement Directors: Thomas K. Hearn, Jr., Chairman, Hayne Hipp, Donald R.
Hughes, Herman J. Russell and Charles McKenzie Taylor. During 1994, four
meetings of the Audit Committee were held. The Audit Committee is responsible
for assuring that there exist viable internal and independent auditing processes
for Wachovia and its subsidiaries and affiliated companies. The committee
recommends to the Board of Directors the appointment of the independent
auditors. The committee maintains open lines of communication with internal
auditors, independent auditors, and regulatory examiners for the purpose of
satisfying the committee that audit scopes and programs are comprehensive and
adequate to meet needs, that management takes appropriate and timely action on
recommendations made by internal auditors, independent auditors, and regulatory
examiners, and that Wachovia personnel cooperate fully with internal auditors,
independent auditors, and regulatory examiners. In fulfilling its
responsibilities, the committee reviews and considers written and oral reports
of examinations by the regulatory authorities, management letters or other
comments of independent auditors, reports of the internal auditors, and other
audit-related information it considers appropriate. The Chairman of the Audit
Committee regularly reports to the Board of Directors on the committee's
findings, any recommendations made by the committee, and action taken by
management on such recommendations.
Wachovia has a Compensation, Nominating and Organization Committee (the "CNO
Committee") presently consisting of the following nonmanagement Directors:
Sherwood H. Smith, Jr., Chairman, James W. Johnston, Vice Chairman, Rufus C.
Barkley, Jr., Crandall C. Bowles and W. Duke Kimbrell. The CNO Committee has the
authority for establishing and administering salary, incentive, benefit and
stock plans, including setting the compensation of senior officers, considering
and recommending nominees for the Board of Directors of the Company, and
reviewing and recommending assignment and succession of top executive
management. The CNO Committee, or a subcommittee thereof, also serves as the
committee of outside directors authorized to take those actions necessary to
comply with the qualified performance-based compensation exception to employer
compensation deductions set forth in Section 162(m) of the Internal Revenue Code
of 1986, as amended. Four meetings of the CNO Committee were held during 1994.
The CNO Committee will consider recommendations for director nominees made by
shareholders of the Company. Such nominations shall be made in writing to the
Chief Executive Officer of Wachovia, in accordance with the requirements of the
Company's bylaws, and shall state the name, age, address, principal occupation,
background and qualifications of the person recommended, specify
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<PAGE>
BOARD OF DIRECTORS - CONTINUED
the class of Directors to which such person is nominated, state the number of
shares that will be voted for the person recommended, and indicate the name and
residence address of, and number of shares held by, the shareholder making the
recommendation.
In addition, the Board of Directors of Wachovia has an Executive Committee, a
Credit Committee, a Finance Committee, a Regulatory Compliance Committee and a
Trust Committee. After the Annual Meeting, the Board plans to have the following
committee structure: Audit, Compliance, Corporate Governance and Nominating,
Credit, Executive, Finance, and Management Resources and Compensation.
The bylaws of Wachovia provide that the number of Directors shall not be less
than nine or more than twenty-five. There are presently sixteen Directors
divided into three classes. Mr. W. Duke Kimbrell is retiring as of the date of
the Annual Meeting pursuant to the provisions of the Company's bylaws. At the
1995 Annual Meeting of Shareholders, six directors are to be elected to serve
for a term of three years, until the 1998 Annual Meeting, and one director is to
be elected to serve for a term of two years, until the 1997 Annual Meeting. If
elected, the nominees will serve until their respective terms expire, except as
the age and retirement provisions of Wachovia's bylaws otherwise require, and
until their successors are elected and qualified. The remaining members of the
Board of Directors are expected to continue to serve until their respective
terms expire.
It is not anticipated that any of the nominees will be unable or unwilling to
serve, but if that should occur, it is the intention of the proxyholders named
in the Proxy either to vote for such other person or persons for the office of
Director as may be nominated by the Board of Directors or to reduce the number
of Directors to be elected at the meeting by the number of such persons unable
or unwilling to serve (subject to the requirement of Wachovia's articles of
incorporation that the number of Directors in each of the three classes be as
equal in number as possible). Proxies cannot be voted for a greater number of
nominees than the number named in the Proxy Statement.
Set forth on the following pages for each nominee for election as Director of
Wachovia, and for each Director whose term will continue after the Annual
Meeting, is a brief statement including the age, year of first election as a
Director of Wachovia, principal occupation and business experience during the
past five years, and certain other directorships, all as of December 31, 1994,
unless otherwise indicated.
NOMINEES FOR ELECTION AS DIRECTORS
TERM EXPIRING 1998 ANNUAL MEETING
(Photo appears CRANDALL C. BOWLES, 47, is Executive Vice President and a
here) Director of Springs Industries, Inc., a home furnishings,
finished fabrics and industrial textiles company, positions she
has held since April of 1992. She previously served as
President of The Springs Company, a management services
company. Mrs. Bowles also serves as a Director of Duke Power
Co. She was a Director of SCNC and WBSC from 1988 to 1991 and
was named a Director of Wachovia by its Board of Directors in
connection with the acquisition of SCNC in 1991. She was
elected for her present term at the 1992 Annual Meeting of
Shareholders.
Committees: Compensation, Nominating and
Organization Executive Trust
4

<PAGE>
NOMINEES FOR ELECTION AS DIRECTORS - CONTINUED
TERM EXPIRING 1998 ANNUAL MEETING
(Photo appears HAYNE HIPP, 54, is President and Chief Executive Officer of The
here) Liberty Corporation, an insurance and broadcasting holding
company. He also serves as a Director of The Liberty
Corporation and SCANA Corporation. Mr. Hipp was a Director of
SCNC and WBSC from 1984 to 1991 and was named a Director of
Wachovia by its Board of Directors in connection with the
acquisition of SCNC in 1991. He was elected for his present
term at the 1992 Annual Meeting of Shareholders.
Committees: Audit Regulatory Compliance
(Photo appears JAMES W. JOHNSTON, 48, is Chairman, Chief Executive Officer and
here) a Director of R.J. Reynolds Tobacco Company., a manufacturer of
tobacco products, and a Director of RJR Nabisco, Inc., a
holding company, positions he has held since 1989. He was named
a Director of RJR Nabisco Holdings Corp. in 1992 and Chairman
of R.J. Reynolds Tobacco International, Inc. in 1993. Mr.
Johnston also serves as a Director of Sealy Corporation. He was
elected a Director of Wachovia by its Board of Directors to
fill a vacancy in 1990 and was elected for his present term at
the 1992 Annual Meeting of Shareholders.
Committees: Compensation, Nominating and Organization Trust
(Photo appears WYNDHAM ROBERTSON, 57, is Vice President for Communications of
here) the University of North Carolina. She serves as a Director of
Capital Cities/ABC, Inc. and The Equitable Companies
Incorporated. Miss Robertson was elected a Director of WBNC in
April of 1993.
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NOMINEES FOR ELECTION AS DIRECTORS - CONTINUED
TERM EXPIRING 1998 ANNUAL MEETING
(Photo appears SHERWOOD H. SMITH, JR., 60, is Chairman of the Board and Chief
here) Executive Officer of Carolina Power and Light Company, a public
utility. He also served as President of that company until
September of 1992. Mr. Smith serves as a Director of Springs
Industries, Inc., a Director of Northern Telecom, Inc. and a
Trustee of Northwestern Mutual Life Insurance Company. Mr.
Smith was a Director of WCNC and WBNC from 1980 to 1990. He was
designated a Director of Wachovia upon its organization in 1985
and was elected for his present term at the 1992 Annual Meeting
of Shareholders.
Committees: Compensation, Nominating and
Organization Executive Trust
(Photo appears CHARLES MCKENZIE TAYLOR, 65, is Chairman of the Board of Taylor
here) & Mathis, Inc. and Taylor & Mathis Properties, commercial real
estate development, management and brokerage companies. He also
serves as a Director of Atlanta Gas Light Company. Mr. Taylor
was a Director of WCGA and WBGA from 1979 to 1990. He was
designated a Director of Wachovia upon its organization in 1985
and was elected for his present term at the 1992 Annual Meeting
of Shareholders.
Committees: Audit Regulatory Compliance
NOMINEES FOR ELECTION AS DIRECTORS
TERM EXPIRING 1997 ANNUAL MEETING
(Photo appears DONALD R. HUGHES, 65, is an independent private consultant
here) providing consulting services to Burlington Industries, Inc.,
which manufactures textiles and home furnishings, and other
business enterprises. He served as Vice Chairman of the Board
of Burlington Industries, Inc. until December 31, 1994, and as
Vice Chairman of the Board and Chief Financial Officer of the
parent company, Burlington Industries Equity Inc., until it was
merged into Burlington Industries, Inc. in 1993. Mr. Hughes was
a Director of WCNC and WBNC from 1979 to 1990. He was
designated a Director of Wachovia upon its organization in 1985
and was elected for his present term at the 1992 Annual Meeting
of Shareholders.
Committees: Audit Regulatory Compliance Executive
6

<PAGE>
DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING 1997 ANNUAL MEETING
(Photo appears RUFUS C. BARKLEY, JR., 64, is Chairman of The Cameron and
here) Barkley Company, an industrial, electrical and electronics
supplier. He served as Chief Executive Officer of that company
until January 31, 1992. Mr. Barkley also is a Director of The
Liberty Corporation. He was a Director of SCNC from 1971 to
1991 and was named a Director of Wachovia by its Board of
Directors in connection with the acquisition of SCNC in 1991.
Mr. Barkley was elected for his present term at the 1994 Annual
Meeting of Shareholders.
Committees: Compensation, Nominating and Organization Trust
(Photo appears JOHN L. CLENDENIN, 60, is Chairman and Chief Executive Officer
here) of BellSouth Corporation, a telecommunications holding company.
He also serves as a Director of Coca-Cola Enterprises, Inc.,
Equifax Inc., National Service Industries, Inc., Providian
Corporation, RJR Nabisco Holdings Corp., RJR Nabisco, Inc., The
Kroger Company, and Springs Industries, Inc. Mr. Clendenin was
a Director of WCGA and WBGA from 1981 to 1988. He was
designated a Director of Wachovia upon its organization in 1985
and was elected for his present term at the 1994 Annual Meeting
of Shareholders.
Committees: Credit Executive Finance
(Photo appears ROBERT M. HOLDER, JR., 64, is Chairman of the Board of Holder
here) Corporation, a general contractor and development firm. He also
serves as a Director of National Service Industries, Inc. Mr.
Holder was a Director of WCGA and WBGA from 1973 to 1990. He
first was elected as a Director of Wachovia at the 1988 Annual
Meeting of Shareholders and was elected for his present term at
the 1994 Annual Meeting of Shareholders.
Committees: Credit Finance
7

<PAGE>
DIRECTORS CONTINUING IN OFFICE - CONTINUED
TERM EXPIRING 1997 ANNUAL MEETING
(Photo appears JOHN G. MEDLIN, JR., 61, is Chairman of the Board of Wachovia.
here) He also served as Chief Executive Officer of Wachovia until his
retirement as a management employee on December 31, 1993, and
as President until February 1, 1993. Mr. Medlin is a Director
of BellSouth Corporation, Burlington Industries, Inc., Media
General, Inc., Nabisco Holdings Corp. (elected in 1995),
National Service Industries, Inc., RJR Nabisco Holdings Corp.,
RJR Nabisco, Inc. and USAir Group, Inc. He served as a Director
of WBGA, WBNC, SCNC and WBSC until April 1994, and was a
Director of WCNC and WCGA until those companies were merged
into Wachovia in March 1993. Mr. Medlin was designated a
Director of Wachovia upon its organization in 1985 and was
elected for his
present term at the 1994 Annual Meeting of Shareholders.
Committees: Credit Executive Finance
TERM EXPIRING 1996 ANNUAL MEETING
(Photo appears LESLIE M. BAKER, JR., 52, is President and Chief Executive
here) Officer of Wachovia. He was President and Chief Operating
Officer of Wachovia from February 1, 1993 to December 31, 1993,
and prior thereto served as Executive Vice President. Mr. Baker
was President and Chief Executive Officer of WBNC from January
1, 1990 until May 1, 1993. He has served as a Director of WBNC
since 1990 and as a Director of WBGA, SCNC and WBSC since 1993.
He also served as President, Chief Executive Officer and a
Director of WCNC from 1990 until its merger into Wachovia in
1993. Prior to 1990, Mr. Baker served as Executive Vice
President of WBNC and WCNC. He first was elected a Director of
Wachovia, effective February 1, 1993, by its Board of Directors
to fill the
vacancy resulting from an increase in the number of Directors
and was elected for his present term at the 1994 Annual Meeting
of Shareholders.
Committee: Executive
(Photo appears LAWRENCE M. GRESSETTE, JR., 62, is Chairman, Chief Executive
here) Officer and a Director of SCANA Corporation, positions he has
held since 1990, in addition to the position of President of
SCANA Corporation which he has held since 1985. SCANA
Corporation is a holding company whose principal subsidiary is
South Carolina Electric & Gas Company, a public utility. He was
Vice Chairman of South Carolina Electric & Gas Company from
1987 to 1990. Mr. Gressette also serves as a Director of The
Liberty Corporation. He served as a Director of SCNC and WBSC
from 1979 to 1991. Mr. Gressette was named a Director of
Wachovia by its Board of Directors in connection with the
acquisition of SCNC in 1991 and was elected for his present
term at the 1993
Annual Meeting of Shareholders.
Committees: Credit Finance
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DIRECTORS CONTINUING IN OFFICE - CONTINUED
TERM EXPIRING 1996 ANNUAL MEETING
(Photo appears THOMAS K. HEARN, JR., 57, is President of Wake Forest
here) University. Dr. Hearn was a Director of WCNC and WBNC from 1988
to 1990. He first was elected as a Director of Wachovia at the
1990 Annual Meeting of Shareholders and was elected for his
present term at the 1993 Annual Meeting of Shareholders.
Committees: Audit Regulatory Compliance
(Photo appears F. KENNETH IVERSON, 69, is Chairman and Chief Executive Officer
here) of Nucor Corporation, a manufacturer of steel and steel
products. He also is a Director of Tultex Corporation (elected
in 1995) and Wal-Mart Stores, Inc. Mr. Iverson was a Director
of WCNC and WBNC from 1987 to 1990. He first was elected as a
Director of Wachovia at the 1990 Annual Meeting of Shareholders
and was elected for his present term at the 1993 Annual Meeting
of Shareholders.
Committees: Credit Finance
(Photo appears HERMAN J. RUSSELL, 64, is Chairman and Chief Executive Officer
here) of H. J. Russell & Company, a management services company. He
also serves as a Director of Citizens Bancshares Corporation
and Georgia Power Company. Mr. Russell served as a Director of
WCGA and WBGA from 1983 to 1992. He was elected a Director of
Wachovia by its Board of Directors to fill a vacancy in 1992
and was elected for his present term at the 1993 Annual Meeting
of Shareholders.
Committees: Audit Regulatory Compliance
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STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth beneficial ownership of Common Stock by each
Director, nominee for Director and executive officer named in the Summary
Compensation Table and by all Directors, nominees and executive officers as a
group, as of December 31, 1994.
<TABLE>
<CAPTION>
PERCENT
NAME NUMBER OF SHARES OF CLASS
<S> <C> <C>
Leslie M. Baker, Jr. 82,640(1)(3)(4)(5) .0483
Rufus C. Barkley, Jr. 117,500(2)(4)(5) .0687
Crandall C. Bowles 21,230(2)(5) .0124
John L. Clendenin 6,012(5) .0035
Anthony L. Furr 59,672(1)(3)(4)(5) .0349
Lawrence M. Gressette, Jr. 9,166(4)(5) .0054
Thomas K. Hearn, Jr. 4,469(5) .0026
Hayne Hipp 6,200(5) .0036
Robert M. Holder, Jr. 19,009(5) .0111
Donald R. Hughes 6,003(5) .0035
F. Kenneth Iverson 15,600(5) .0091
James W. Johnston 4,800(5) .0028
W. Duke Kimbrell 23,670(5) .0138
Walter E. Leonard, Jr. 49,297(1)(3)(5) .0288
Robert S. McCoy, Jr. 33,323(1)(3)(5) .0195
John G. Medlin, Jr. 241,484(4) .1413
G. Joseph Prendergast 53,682(1)(3)(5) .0314
Wyndham Robertson 200 .0001
Herman J. Russell 15,011(5) .0088
Sherwood H. Smith, Jr. 9,304(5) .0054
Charles McKenzie Taylor 56,383(4)(5) .0330
All Directors, Nominees and Executive
Officers as a Group (28 persons) 1,119,654(1)(2)(3)(4)(5) .6550
</TABLE>

(1) Included are 1,137 shares held in Mr. Baker's account, 140 shares held in
Mr. Prendergast's account, 3,260 shares held in Mr. Leonard's account,
8,873 shares held in Mr. McCoy's account, and 140 shares held in Mr.
Furr's account by the Trustee under Wachovia's Retirement Savings and
Profit-Sharing Plan. As of December 31, 1994, the Trustees held 13,843
shares for the accounts of other executive officers of Wachovia
participating in the Plan and those shares are included in the total set
forth above.
(2) Beneficial owners have sole voting and investment power with respect to
their shares except for 106,316 shares with respect to which Mr. Barkley
shares investment and voting power and 13,500 shares with respect to which
Mrs. Bowles shares investment and voting power.
(3) Included are shares subject to stock options granted to Messrs. Baker
(21,500 shares), Prendergast (21,840 shares), Leonard (28,240 shares),
McCoy (6,200 shares) and Furr (38,500 shares) under Wachovia's stock
option plans and exercisable at December 31, 1994 or within 60 days
thereafter. Other executive officers of Wachovia had the right to acquire
157,349 shares under such plans at December 31, 1994, or within 60 days
thereafter, and those shares are included in the total set forth above.
(4) Included in the shares reported are the following shares of Common Stock:
70 shares owned by members of Mr. Baker's family; 2,824 shares owned by a
member of Mr. Barkley's family; 480 shares owned by a member of Mr. Furr's
family; 108 shares owned by a member of Mr. Gressette's family; 480 shares
owned by a member of Mr. Medlin's family; 2,178 shares owned by a member
of Mr. Taylor's family; and 5,009 shares owned by family members of two
other executive officers of Wachovia. Messrs. Baker, Barkley, Furr,
Gressette, Medlin, and Taylor and such executive officers disclaim
beneficial ownership of such shares.
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STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS - CONTINUED
(5) Not included in the shares reported are 250 shares of Common Stock
reserved under Wachovia's Stock Plan for each nonemployee Director who was
a member of the Board on April 22, 1994, the ownership of which will vest
one year after the date of grant or upon death, disability or retirement
from the Board of Directors; 3,600 shares reserved for Mr. Russell under
the predecessor plan, the Senior Management and Director Stock Plan, the
ownership of which will vest three years after the date of grant or upon
death, disability or retirement from the Board of Directors; and 54,000
shares reserved for Mr. Baker, 23,000 shares reserved for Mr. Prendergast,
21,000 shares reserved for Mr. Leonard, 12,000 shares reserved for Mr.
McCoy, 25,000 shares reserved for Mr. Furr, and 52,150 shares reserved for
other executive officers of Wachovia under such plan or under the
predecessor plan. The ownership of such shares will vest five years after
the date of grant or upon such officer's retirement from the Company (or
will vest in part upon such officer's termination of employment due to
death or disability) and, with respect to awards made under the Stock
Plan, upon the attainment of certain performance goals.
PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP have been appointed independent auditors to make the annual
examination of the consolidated financial statements of Wachovia and its
subsidiaries for the year 1995, upon ratification of that appointment by the
shareholders. Ernst & Young LLP have acted as the independent auditors for WCNC
since 1969 and for Wachovia since its organization as First Wachovia Corporation
in 1985. Wachovia has been advised by Ernst & Young LLP that to the best of its
knowledge no member of the firm has any direct or material indirect financial
interest in Wachovia or any of its subsidiaries, nor has any such member had any
connection during the past three years with Wachovia or any of its subsidiaries
in the capacity of promoter, underwriter, voting trustee, director, officer or
employee. Representatives of Ernst & Young LLP will be present at the Annual
Meeting and will have an opportunity to make a statement if they desire to do
so. Such representatives will be available to respond to appropriate questions.
The Board of Directors recommends that shareholders vote FOR this proposal.
11

<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The senior management compensation program is administered by the
Compensation, Nominating and Organization Committee (the "CNO Committee"). The
CNO Committee consists of five non-employee directors who are not eligible to
participate in any of the management compensation programs. The CNO Committee is
responsible for the establishment, review and oversight of all senior management
compensation and benefit policies, plans, programs and agreements. The CNO
Committee meets at least quarterly to evaluate, review and act on senior
management compensation and benefit matters.
Wachovia's senior management compensation program consists of base salary,
annual incentive and stock-based awards based on the performance of the Company
and the responsibility, experience, skills and performance of participating
individuals. These plans utilize competitive peer group information, and salary
grade ranges, maximum incentive pay levels, and stock award guidelines are
established and administered to reinforce the alignment of the interests of
senior management employees with the performance of the Company and the
interests of its shareholders. The peer institutions used for comparison are
nineteen of the highest performing regional banking companies in the country,
all of which are included in the KBW Index used in the Performance Graph below.
The compensation program, including the Senior Management Incentive Plan and
the Stock Plan are designed to enable the Company to receive full deductions for
income tax purposes for qualifying executive compensation which may be earned by
certain executive officers in excess of $1 million.
In 1994, the CNO Committee engaged an independent executive compensation
consultant to assist the Committee in their assessment and evaluation of the
appropriateness of the senior management compensation program. The CNO Committee
has determined that Wachovia's senior management compensation programs, plans
and awards are well within conventional standards of reasonableness and
competitive necessity and are clearly justified by sustained performance which
exceeds industry norms.
A description of each of the major elements of the senior management
compensation program and its specific relationship to corporate performance, and
a summary of the decisions and actions taken by the CNO Committee with regard to
1994 senior management compensation and the Chief Executive Officer's
compensation, are set forth below.
BASE SALARY
Members of senior management receive base salaries determined by the
responsibilities, skills and experience related to their respective positions.
Other factors considered in salary determination are individual performance, the
success of each business unit in the individual's area of responsibility in
achieving established profit and business plans, Wachovia's median salary ranges
and Wachovia's ability to pay an appropriate and competitive salary. Members of
senior management are eligible for periodic increases in their base salary as a
result of individual performance or significant increases in their duties and
responsibilities. The amount and timing of an increase depends upon the
individual's performance, position of salary within the salary range, and the
time interval and any added responsibilities since the last merit increase. The
salary increases during 1994 for certain executives, including the named
executives, were based on an evaluation by the CNO Committee of the above
described factors.
12

<PAGE>
COMMITTEE REPORT - CONTINUED
SENIOR MANAGEMENT INCENTIVE PLAN
Certain members of senior management participate in the Senior Management
Incentive Plan. Personal award opportunities pursuant to the Plan are based upon
the performance criteria applicable to the Company, the individual performance
of each participant and related business unit performances.
The CNO Committee establishes annual corporate performance benchmarks and
potential awards as a percentage of base salary determined upon review of
Wachovia's historical performance and annual business plan, and taking into
account the historical performance of peer institutions. The annual corporate
performance benchmarks are established in terms of: (1) net income per share
fully diluted (50% weight), (2) return on assets (25% weight) and (3) return on
equity (25% weight). The composite corporate performance evaluation factor is
determined by actual financial results for the year in relation to these three
established goals.
The performance of each individual and the business unit for which he or she
is responsible is determined by evaluating each individual's accomplishments
compared to established annual business goals and key strategic objectives.
Based on CNO Committee policies, an individual assessment is made of the
employee's contribution to the achievement of overall Company performance, goals
and objectives. The resulting individual performance evaluation factor may
reduce, but not increase, the employee's award based upon the composite
corporate evaluation factor.
In January 1995, the CNO Committee reviewed and approved the 1994 Senior
Management Incentive Plan award payments to the Chief Executive Officer and
other senior management employees, including the named executives. The payments
were based on individual and business unit performances as compared to goals
established for 1994 and on the Company achieving net income per fully diluted
share of $3.12 (50% weight), an increase of 11% from 1993, and a return of 1.46%
on assets (25% weight) and 17.41% on equity (25% weight). Each of these key
indicators of financial performance exceeded both 1993 performance and the
business plan goals of the Company for 1994.
WACHOVIA CORPORATION STOCK PLAN
The purpose of the Stock Plan is to encourage and enable members of senior
management to own stock or other proprietary interests in the Company, thereby
further enhancing the identification of their interests with the interests of
other shareholders. Members of senior management are eligible to receive an
annual benefit under the Plan in the form of incentive stock options,
non-qualified stock options, stock appreciation rights, restricted stock and/or
restricted units or other stock-related awards. Only stock options and
restricted stock have been granted under the Plan. The stock options usually are
earned over a five-year period. Vesting of grants of restricted stock is subject
to attaining certain specified performance goals and completion of the
restriction period (generally five years). The number of shares granted an
individual is based upon level of responsibility, individual performance, the
value of the options and awards in relation to the individual's base salary, and
the amounts and terms of prior awards.
The Stock Plan is administered in a manner that encourages and enables members
of senior management to increase their stock ownership or other proprietary
interests in the Company over time and to retain for long-term investment the
shares or interests obtained through the Plan.
In early 1994, the CNO Committee awarded stock options and restricted stock to
the Chief Executive Officer and other members of senior management, including
the named executives. The CNO Committee took into account the responsibility
level and performance of each individual.
As of January 31, 1995, approximately 854,480 shares of common stock were
available for issuance under the Wachovia Corporation Stock Plan.
1994 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
The Chief Executive Officer's compensation is determined pursuant to the same
basic factors as described above for other members of senior management. In
establishing the base salary, incentive and stock awards of the Chief Executive
Officer for 1994, the CNO Committee considered Wachovia's overall performance,
record of increase in shareholder value, success in meeting strategic objectives
and the incumbent's personal leadership and accomplishments. These factors were
considered in conjunction with the Company's financial results for 1994 in
relation to established business plan and in comparison with the performance of
peer organizations. Mr. Baker's 1994 management incentive
13

<PAGE>
COMMITTEE REPORT - CONTINUED
plan award was based on the above considerations and the Company's achieving and
surpassing its annual performance goals (net income per fully diluted share,
return on assets and return on equity) as described above in this Report under
the heading "Senior Management Incentive Plan". The amount of base salary and
incentive and stock awards for
Mr. Baker during 1994 also reflect his promotion to Chief Executive Officer
effective the first of that year.

COMPENSATION, NOMINATING AND ORGANIZATION COMMITTEE
BOARD OF DIRECTORS OF WACHOVIA CORPORATION
Sherwood H. Smith, Jr., Chairman
James W. Johnston, Vice Chairman
Rufus C. Barkley, Jr.
Crandall C. Bowles
W. Duke Kimbrell
14

<PAGE>
FIVE YEAR STOCK PERFORMANCE COMPARISON GRAPH
The graph below of five-year cumulative total returns compares Wachovia, the
Standard & Poor's 500 Stock Index and the Keefe, Bruyette & Woods 50 Index (the
"KBW 50") in stock price appreciation and dividends, assuming investment of $100
on the last trading day before the beginning of
1990, with dividends reinvested quarterly through the last trading date of 1994.
The KBW Index is a published industry index providing a market capitalization
weighted measure of the total return of fifty money center and major regional
banks.

(The Five Year Stock Performance Comparison Graph appears here. The plot
points are listed below:)

1989 1990 1991 1992 1993 1994
Wachovia $100 $106.89 $153.58 $186.21 $188.59 $188.50
S & P 500 100 96.89 126.41 136.04 149.75 151.73
KBW 50 100 71.81 113.66 144.84 152.86 145.06

The above graph and table show the values as of each year-end of a $100 initial
investment made on the last trading day of 1989 in the Company's Common Stock
and pro rata in each of the stocks of the S&P 500 and the KBW indices.
15

<PAGE>
COMPENSATION
The following table sets forth, for the years ending December 31, 1994, 1993 and
1992, the cash compensation paid by Wachovia and its subsidiaries, as well as
other compensation paid or accrued for each of these years, to each of the five
most highly compensated executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
OTHER
NAME AND BONUS ANNUAL
PRINCIPAL POSITION YEAR SALARY (1) COMPENSATION (2)
<S> <C> <C> <C> <C>
Leslie M. Baker, Jr. 1994 $550,000 $357,500 $ 14,339
President and Chief Executive 1993 450,000 247,500 12,395
Officer 1992 346,667 200,000 9,650
G. Joseph Prendergast 1994 $353,333 $176,700 $ 14,097
Executive Vice President 1993 317,917 159,000 15,012
1992 237,500 106,900 12,861
Walter E. Leonard, Jr. 1994 $337,500 $168,800 $ 14,867
Executive Vice President 1993 262,917 131,500 17,536
1992 237,500 106,900 17,412
Robert S. McCoy, Jr. 1994 $315,000 $157,500 $ 20,855
Executive Vice President and 1993 287,708 143,900 19,458
Chief Financial Officer 1992 279,815 118,900 18,999
Anthony L. Furr 1994 $300,000 $150,000 $ 2,530
Executive Vice President 1993 300,000 150,000 1,485
1992 257,500 134,500 3,766
</TABLE>

(1) Performance-based incentive awards for all years were paid pursuant to
Wachovia's Senior Management Incentive Plan.
(2) All amounts disclosed are attributable to supplemental life insurance, tax
return preparation and financial planning services, company-sponsored social
clubs, company-provided automobiles, and automobile and cost-of-living
allowances, and are below the amounts required to be disclosed.
16

<PAGE>
COMPENSATION - CONTINUED
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
RESTRICTED SECURITIES LONG-TERM
STOCK UNDERLYING INCENTIVE ALL OTHER
AWARDS (3) OPTIONS/SARS (#) PAYOUTS (4) COMPENSATION (5)
<S> <C> <C> <C>
$ 768,750 25,000/0 $ 0 $ 33,000
331,250 14,000/0 0 36,000
178,125 0/0 0 20,800
$ 153,750 10,000/0 $ 0 $ 21,200
198,750 10,000/0 0 25,434
118,750 0/0 0 14,250
$ 153,750 10,000/0 $ 0 $ 20,250
124,500 5,000/0 0 21,033
118,750 0/0 0 14,250
$ 123,000 7,500/0 $ 0 $ 18,900
165,625 5,000/0 0 23,017
89,063 0/0 0 15,322
$ 92,250 7,500/0 $ 0 $ 18,000
132,500 5,000/0 0 24,000
118,750 0/0 0 15,001
</TABLE>

(3) All outstanding restricted awards have a five-year restriction period.
Awards made in 1994 vest subject to the attainment of certain performance
goals. Aggregate outstanding restricted awards and their value at December
31, 1994 were: for Mr. Baker, 54,000 awards valued at $1,741,500; for Mr.
Prendergast, 23,000 awards valued at $741,750; for Mr. Leonard, 21,000
awards valued at $677,250; for Mr. McCoy, 12,000 awards valued at $387,000;
and for Mr. Furr, 25,000 awards valued at $806,250. With respect to those
grants made prior to 1994, amounts equivalent to dividends are payable
quarterly, beginning on the first anniversary of the date of grant, on
one-fifth of the total number of shares per year. No dividends are payable
on grants made in 1994.
(4) Wachovia does not have a long-term cash incentive award plan.
(5) The amounts shown reflect company matching contributions with respect to the
individual's participation in Wachovia's Retirement Savings and
Profit-Sharing Plan and the associated equalization plan.
17

<PAGE>
STOCK OPTIONS
The following table sets forth information with respect to the named executives
concerning the
grant of employee stock options during 1994.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERICSE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION (10 YEARS)(3)
NAME GRANTED (1) FISCAL YEAR ($/SHARE) (2) DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Leslie M. Baker, Jr. 25,000 2.92% $ 34.6250 1/28/04 $544,387 $1,379,583
G. Joseph Prendergast 10,000 1.17% $ 34.6250 1/28/04 $217,755 $ 551,833
Walter E. Leonard, Jr. 10,000 1.17% $ 34.6250 1/28/04 $217,755 $ 551,833
Robert S. McCoy, Jr. 7,500 0.88% $ 34.6250 1/28/04 $163,316 $ 413,875
Anthony L. Furr 7,500 0.88% $ 34.6250 1/28/04 $163,316 $ 413,875
</TABLE>

(1) All stock options become exercisable over a five-year period in 20% annual
increments.
(2) The exercise price equals the market price of Wachovia's common stock on the
date of the option grant.
(3) As required by the rules of the Securities and Exchange Commission,
potential net gain from the exercise of stock options is based on the
assumed annual rates of stock price appreciation of 5% and 10%, over the
term of each option. Any actual net gains are dependent on the future
performance of the Company's common stock and general market conditions.
There is no assurance that the assumed rates of stock price appreciation
utilized in these calculations will be achieved. In order for these options
to have value to the executive, the stock price must increase above the
option exercise price. Increases in the stock price will benefit all
shareholders commensurately.
18

<PAGE>
STOCK OPTIONS - CONTINUED
The following table sets forth information with respect to the named executives
concerning the
exercise of options during 1994 and unexercised options held at year-end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
SHARES ACQUIRED ON EXERCISE OPTIONS AT IN-THE-MONEY OPTIONS
YEAR NUMBER VALUE YEAR-END (#) AT FISCAL YEAR-END (2)
OF OF OPTION REALIZED EXERCISABLE/ EXERCISABLE/
NAME GRANT SHARES PRICE (1) UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Leslie M. Baker, Jr. 1986 8,732 $17.9165 $139,349.62 13,700/49,900 $441,825.00/1,609,275.00
1987 1,100 15.4165 20,304.35
G. Joseph Prendergast -- -- -- -- 17,840/38,540 575,340.00/1,242,915.00
Walter E. Leonard, Jr. -- -- -- -- 20,440/39,240 659,190.00/1,265,490.00
Robert S. McCoy, Jr. 1991 550 12.5000 11,618.75 3,700/15,200 119,325.00/490,200.00
Anthony L. Furr -- -- -- -- 29,000/47,500 935,250.00/1,531,875.00
</TABLE>

(1) Values calculated by subtracting the exercise price from the market value on
the date of exercise.
(2) Based on market price of $32.25 (market price of the Common Stock on
December 31, 1994).
OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
PENSION PLAN
Wachovia has a defined benefit pension plan entitled the Retirement Income
Plan of Wachovia Corporation (the "Plan"). Employees of Wachovia and its
subsidiaries who have completed one year of service, as defined in the Plan, are
eligible to participate in the Plan. Upon retirement at age 65, a participant
receives (subject to certain limitations) an annual benefit which equals 1.2% of
the average of the highest five consecutive years of base compensation paid
during the ten consecutive years preceding termination or retirement ("final
average compensation"), multiplied by years of service after December 31, 1989.
(For certain highly compensated employees, including the executive officers,
this formula applies to service in 1989).
PENSION PLAN TABLE
The table below sets forth estimated annual benefits which would become
payable upon retirement at age 65 under the Plan to persons in certain specified
salary and years-of-service classifications who are hired on and after January
1, 1990.
<TABLE>
<CAPTION>
AVERAGE BASE SALARY DURING
HIGHEST FIVE CONSECUTIVE
YEARS IN THE LAST TEN ESTIMATED ANNUAL RETIREMENT BENEFITS FOR YEARS OF
YEARS CREDITED SERVICE SHOWN BELOW (1)(2)
BEFORE RETIREMENT 10 15 20 25 30 35
<S> <C> <C> <C> <C> <C> <C>
$ 50,000 $ 4,986 $ 7,479 $ 9,972 $ 12,465 $ 14,958 $ 17,451
100,000 9,972 14,958 19,944 24,930 29,916 34,902
500,000 49,860 74,790 99,720 124,650 149,580 174,510
1,000,000 99,720 149,580 199,440 249,300 299,160 349,020
1,200,000 119,664 179,496 239,328 299,160 358,992 418,824
</TABLE>

<PAGE>
OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS - CONTINUED
(1) Pursuant to the terms of the Plan, annual retirement income benefits are not
reduced or offset by Social Security benefits. Estimated annual retirement
benefits shown above are based on a joint and survivor form of retirement
income. The precise amount of the benefit is contingent upon the ages of a
participant and his or her surviving spouse.
(2) Some of the amounts shown exceed the limits imposed by federal law for
qualified pension plans and are payable only to participants in the other
retirement arrangements described below.
Persons hired before January 1, 1990, including the executive officers, will
receive an annual benefit which is generally greater than the amounts shown in
the table above. The benefit computation of such a person will depend upon the
final average compensation and number of years of service before January 1,
1990, and the benefit formula in effect during such years. For employees of SCNC
and its subsidiaries prior to January 1, 1992, the benefits described above will
only apply to service after December 31, 1991.
For persons employed by Wachovia and its subsidiaries before January 1, 1990
and after December 31, 1986, a participant will receive an annual benefit equal
to 1.4% of final average compensation as of December 31, 1989, plus .6% of final
average compensation as of December 31, 1989, in excess of 50% of the 1989
Social Security taxable wage base, multiplied by years of service from January
1, 1987, through December 31, 1989 (or December 31, 1988 in the case of certain
highly compensated employees). In addition, the Plan provides a one-time special
supplemental benefit to employees who were employed by Wachovia and its
subsidiaries and were participants in the Plan on December 31, 1989, such
employees who retired, became disabled, or were terminated without fault and
with vested benefits during 1989, and the beneficiaries of such employees who
died during 1989. The special supplemental benefit is added to each such
person's accrued benefit under the Plan in the amount of .5% of annualized rate
of eligible salary on September 1, 1989 (or, if greater, .5% of final average
compensation as of December 31, 1989) multiplied by full years of service
beginning on the January 1 following the employee's date of hire and ending on
December 31, 1989. The special supplemental benefit may be paid in a lump sum
upon retirement, at the employee's option.
For persons employed by WCNC and its subsidiaries before January 1, 1987, a
participant receives an annual benefit equal to 2.5% of final average
compensation as of December 31, 1989, multiplied by years of service (not in
excess of 30 years) before January 1, 1987, reduced by 50% (prorated for less
than 30 years) of the Social Security benefit at his Social Security retirement
age under the law in effect in 1989. In no event may this benefit exceed 65% of
the participant's final average compensation as of December 31, 1989.
For persons employed by WCGA and its subsidiaries before January 1, 1987, a
participant receives an annual benefit calculated as a ten-year certain and life
annuity equal to 1.8% of final average compensation as of December 31, 1989,
multiplied by years of service (not in excess of 35 years) before January 1,
1987, reduced by 50% (prorated for less than 35 years) of the Social Security
benefit at his Social Security retirement age under the law in effect in 1989.
For persons employed by SCNC and its subsidiaries before January 1, 1992, a
participant receives an annual benefit equal to 50% of final average
compensation (as determined below) less 50% of the Social Security primary
insurance benefit, proportionately reduced for less than 30 years of service
prior to 1992. The final average compensation of such an employee is equal to
the average of the employee's total cash compensation (which for this purpose
excludes incentive compensation payments made under the SCNC Executive Incentive
Compensation Plan) for the 60 consecutive months within the final 120 months
prior to January 1, 1992, which will produce the highest average. The accrued
benefit of such a participant as determined on December 31, 1991, is multiplied
by a fraction, the numerator of which is final average compensation at
retirement or other termination of service (as otherwise determined under the
Plan) and the denominator of which is final average compensation as so
determined on December 31, 1991.
Except as otherwise provided, the benefit amounts described above are computed
on the basis of a straight life annuity, but other payment options are available
which could provide a survivor
20

<PAGE>
OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS - CONTINUED
benefit following the death of the participant. Retirement prior to age 65 is
permitted upon certain circumstances under the Plan. Either of these
alternatives could result in an adjustment of the amount of the benefit received
by the participant.
Federal law places certain limitations on the amount of benefits payable by
qualified pension plans. The annual benefit paid to a participant at Social
Security retirement age cannot exceed $118,800 for 1994 or $120,000 for 1995
(adjusted annually for inflation). In addition, the annual amount of covered
compensation under the Plan is limited to $150,000 in 1994 and 1995 (adjusted in
increments of $10,000 for inflation). The 1994 base salary for each of the named
executive officers is set forth in the Summary Compensation Table. For such
individuals, full years of credited service are as follows: Mr. Baker, 24 years;
Mr. Prendergast, 20 years; Mr. Leonard, 24 years; Mr. McCoy, 10 years; and Mr.
Furr, 24 years.
RETIREMENT SAVINGS AND PROFIT-SHARING PLAN
Wachovia has a voluntary defined contribution plan entitled the Retirement
Savings and Profit-Sharing Plan of Wachovia Corporation (the "Plan"). All
employees who have completed one year of service are eligible to participate in
the Plan. Wachovia contributes a minimum of $.50 for each $1.00 of up to the
first 6% of base pay contributed by a participant and may make an additional
contribution of up to $.50 for each $1.00 of up to the first 6% of base pay
contributed by a participant each year if the Company meets certain earnings
performance criteria. The criteria for determining any such additional matching
contributions are established by the Compensation, Nominating and Organization
Committee (the "CNO Committee") at the beginning of each year. The CNO Committee
also may approve a special discretionary contribution to the Plan of up to 4% of
each eligible employee's base salary paid during the year if the CNO Committee
determines that the Company's performance during the year was truly outstanding.
Federal law limits the maximum annual compensation from which an employee may
elect to make contributions under qualified plans such as the Plan to $150,000
in 1994 and 1995 (adjusted in increments of $10,000 for inflation). Participants
may elect to make all or part of their contributions under these plans on a
before-tax basis provided such before-tax contributions do not exceed $9,240 in
1994 or 1995 (adjusted in increments of $500 for inflation). Employee
contributions are subject to certain regulatory restrictions which may limit
further the maximum contribution of certain more highly compensated participants
(including the executive officers named in the Proxy Statement). Wachovia
maintains a non-qualified equalization plan designed to protect selected key
employees (including the executive officers named in the Proxy Statement) of the
Company or its subsidiaries from loss of benefits under the Plan resulting from
the application of limitations on contributions to qualified plans contained in
the Internal Revenue Code. If contributions under the Plan are not allocated to
any of the selected key employees due to those limitations on contributions,
Wachovia will credit to a non-qualified account under the equalization plan for
the employee the amount of such contribution not so allocated. Amounts credited
to each participant's non-qualified account are periodically credited with an
interest equivalent which is based upon the Long-Term Applicable Federal Rate.
These amounts will be paid to the participants in the equalization plan in the
same manner and at the same time or times as under the Plan provided that no
amounts may be withdrawn from the equalization plan while the participant is
employed by Wachovia or any of its subsidiaries. The amounts contributed by
Wachovia to the equalization plan are included in the column "All Other
Compensation" in the Summary Compensation Table.
OTHER RETIREMENT ARRANGEMENTS
To assist in executive management succession planning, Wachovia has entered
into nonqualified, unfunded executive retirement agreements with certain senior
officers of the Company, including each of the named executive officers and five
other executive officers. Under the agreements, the officer will retire at age
60, or under certain circumstances as early as age 58 or as late as age 62. The
officer will receive an annual benefit equal to 2.5% of final average
compensation multiplied by years of service, up to a maximum of 62.5% of final
average compensation, less the sum of the amounts payable from the Plan and any
other pension plan in which the officer may participate. For this purpose, final
average compensation is the average of the officer's total cash compensation for
the three full calendar years
21

<PAGE>
OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS - CONTINUED
within the final five full calendar years of employment which will produce the
highest average. Base salary and amounts received by the officer pursuant to the
Senior Management Incentive Plan are included in determining final average
compensation. The benefit amount is computed in the form of a straight life
annuity and is payable in monthly increments or, upon request by the individual
and approval by the CNO Committee, may be payable in a lump sum actuarial
equivalent amount.
The following table sets forth estimated total annual benefits which would
become payable under the formula in the executive retirement agreement (which
amounts will be reduced by the benefits paid under the Retirement Income Plan)
to the officers based upon final average compensation and years of credited
service.
<TABLE>
<CAPTION>
AVERAGE
COMPENSATION
DURING
HIGHEST
THREE YEARS
IN THE LAST ESTIMATED ANNUAL RETIREMENT BENEFITS
FIVE YEARS FOR YEARS OF CREDITED SERVICE
BEFORE SHOWN BELOW
RETIREMENT 10 15 20 25
<S> <C> <C> <C> <C>
$ 100,000 $ 25,000 $ 37,500 $ 50,000 $ 62,500
300,000 75,000 112,500 150,000 187,500
500,000 125,000 187,500 250,000 312,500
700,000 175,000 262,500 350,000 437,500
900,000 225,000 337,500 450,000 562,500
1,000,000 250,000 375,000 500,000 625,000
1,100,000 275,000 412,500 550,000 687,500
1,200,000 300,000 450,000 600,000 750,000
</TABLE>

SCNC has a nonqualified, unfunded supplemental plan for a limited group of
highly compensated and key management employees, including Mr. McCoy and one
other executive officer. The supplemental plan provides that each participant
(who has been employed for at least 10 years and is at least 55) will receive an
annual benefit at age 65, or age 60 under certain conditions, equal to 55-60%
(depending on the participant's years of service) of final average compensation,
less the sum of the amount payable from the Plan and the amount of any Social
Security benefit. The supplemental plan also provides for a reduced early
retirement benefit available to participants at age 55 with 10 years of service.
For this purpose, compensation is defined as base salary, including amounts
deferred, plus any payments pursuant to incentive plans. Benefits are paid on a
monthly basis for life, with (subject to specified conditions) 50% of the
monthly payment made for life to the surviving spouse upon the death of a
retired participant. Subject to certain limitations, a participant may elect to
receive the present value of his benefit under the supplemental plan in one lump
sum payment. There are certain adjustments for early retirement and death or
disability prior to age 65.
The following table sets forth the estimated annual benefit which would become
payable under the formula in the supplemental plan (which amounts will be
reduced by the benefits paid under the Retirement Income Plan and by Social
Security) to participants, including Mr. McCoy (who is entitled to the maximum
benefit), based upon final average compensation and payable in the form of a
joint and 50% survivor annuity.
<TABLE>
<CAPTION>
AVERAGE COMPENSATION ESTIMATED MAXIMUM
DURING HIGHEST 60 MONTHS ANNUAL RETIREMENT
IN THE LAST 120 MONTHS BENEFITS AT
BEFORE RETIREMENT AGE 60
<S> <C>
$100,000 $ 60,000
200,000 120,000
300,000 180,000
400,000 240,000
500,000 300,000
600,000 360,000
</TABLE>

EMPLOYMENT AGREEMENTS
Wachovia has entered into Employment Agreements with certain senior officers
of the Company, including each of the individuals named in the Summary
Compensation Table and three other executive officers. If the Company terminates
the officer's employment without cause, the officer will receive monthly
compensation continuance payments for the period beginning with the date of
termination and ending with the earlier of the third anniversary of the date of
termination or the retirement date of the officer as specified in the officer's
executive retirement agreement described above. The monthly amount of
compensation continuance is defined as one-twelfth of the sum of (i) an amount
equal to the officer's highest annual rate of salary in effect during the
twelve-month period immediately preceding his date of termination , (ii) an
amount equal to the average of the amounts, if any, awarded to the officer under
Wachovia's Senior Management Incentive Plan, or any predecessor plan, for each
of the three consecutive calendar years immediately preceding
22

<PAGE>
OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS - CONTINUED
the year of termination, and (iii) an amount equal to the average of any annual
contributions by the Company on behalf of the officer under the Retirement
Savings and Profit-Sharing Plan and the associated equalization plan, for each
of the three consecutive calendar years immediately preceding the year of
termination. During the period of compensation continuance, the officer also
will receive benefits pursuant to certain employee benefit plans in which he was
participating at the time of termination or substantially similar benefits, all
outstanding stock options previously granted to the officer will become fully
vested and exercisable, and all previously granted restricted stock awards will
become fully vested and available for distribution to the officer.
DIRECTORS' COMPENSATION
Nonemployee Directors of Wachovia are paid a retainer fee of $10,000 per
calendar quarter for their services as members of the Board of Directors and
$1,000 per meeting for any special meetings beyond the four regularly scheduled
quarterly meetings of the Board and each committee. There are no additional
payments for attendance at regularly scheduled board or committee meetings. The
Deferred Compensation Plan for the Board of Directors of Wachovia permits a
Director to defer a percentage of unearned retainer fees until the Director
ceases to be a Director or revokes his or her deferred compensation agreement,
or until Wachovia terminates such plan. The amounts so deferred are accrued on
behalf of the Director, and the total amount accrued is credited with an amount
equivalent to interest at a variable market-indexed rate (not less than 2% or
more than 3.75%) at the end of each quarter. Deferred benefits are payable to
the Director after he or she ceases serving as a member of the Board of
Directors, or to the Director's beneficiary after death, in 120 approximately
equal monthly installments. This plan is administered by the CNO Committee.
The Retirement Pay Plan for the Board of Directors of Wachovia provides for
nonemployee Directors to be paid an annual retirement payment of 5% of the
annual retainer fee in effect when a Director retires, multiplied by the number
of years of service as a Director, up to a maximum of 50% of such annual
retainer fee. Directors must have served at least five years on the Board of
Wachovia or of any of its subsidiary or affiliated companies to be eligible for
such payments. The payments shall be paid in quarterly installments for a period
equal to the Director's length of service as a Director of Wachovia or, with
certain limitations, of any subsidiary or affiliated company, but such payments
shall cease upon the death of the Director.
Wachovia's Stock Plan provides for the award of 1,000 shares of restricted
stock to each nonemployee Director newly elected or appointed to the Board of
Directors of the Company following April 22, 1994, and 250 shares of restricted
stock, at each annual meeting commencing with the 1994 annual meeting, to each
nonemployee Director who has been a Director for at least one year. The initial
award of 1,000 shares is restricted for three years and is deemed earned and
ownership of the shares vests in the Director on the third anniversary of the
date of grant provided the Director is still in service. The annual award of 250
shares is deemed earned and vests one year after the date of grant provided the
Director is still in service. In addition, a director award not otherwise
forfeited will vest upon the death, disability or retirement of the Director in
accordance with the policies of the Company or upon a change in control.
Director awards not otherwise earned shall be forfeited upon the termination of
the Director from service on the Board of Directors.
Wachovia has entered into an agreement with Mr. Medlin whereby he has agreed
to serve, if elected, as nonmanagement Chairman of the Board of Directors and to
provide certain other services to the Company from January 1, 1994 until
December 31, 1995. Wachovia will pay Mr. Medlin $25,000 per month for his
services during the term of the agreement.
23

<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of Wachovia's compensation committee, the CNO Committee, from
January 1, 1993 to the present are: Sherwood H. Smith, Jr., Chairman; James W.
Johnston, Vice Chairman; Rufus C. Barkley, Jr.; Crandall C. Bowles; and W. Duke
Kimbrell. None of these individuals is or has ever been an officer or employee
of Wachovia.
Mr. Medlin is a Director of RJR Nabisco Holdings Corp. and RJR Nabisco, Inc.,
but he does not serve on the compensation committee of either board. RJR Nabisco
Holdings Corp. is the parent company of RJR Nabisco, Inc., which is the parent
company of R.J. Reynolds Tobacco Co. Mr. Johnston, Chairman and Chief Executive
Officer of R.J. Reynolds Tobacco Co., serves on the CNO Committee of Wachovia's
Board of Directors.
CERTAIN TRANSACTIONS INVOLVING MEMBERS OF THE COMMITTEE
Directors, nominees and executive officers, members of their immediate
families, and business organizations and individuals associated with them have
been customers of, and have had normal banking transactions with, WBGA, WBNC and
WBSC. All such transactions were made in the ordinary course of business, were
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons,
and did not involve more than the normal risk of collectibility or present other
unfavorable features. In addition, Wachovia and its subsidiaries have engaged in
other transactions with such persons, all of which were made on substantially
the same terms as those prevailing at the time for comparable transactions with
other persons.
Wachovia began construction on a new headquarters building in Winston-Salem,
North Carolina in January 1994. The building will be a 28-story office tower of
525,000 square feet, all or most of which is expected to be occupied by
Wachovia. An employee parking facility also will be constructed on a site one
block east of the headquarters building. Prior to beginning this project, the
Company retained an independent consulting company to act as Planning and
Control Manager whose responsibilities include reviewing all contracts, pricing
and fees; validating all costs; assisting in negotiations; and insuring that
competitive pricing and proper quality are obtained for the project. After
careful consideration and review of possible alternatives, the independent
consultant recommended that Wachovia enter into an agreement with Taylor &
Mathis, Inc., a real estate development firm of which Charles McKenzie Taylor, a
Director of Wachovia, is an officer, director and minority shareholder. Wachovia
has entered into a development management agreement and contract with Taylor &
Mathis, Inc. to act as Development and Construction Manager under the terms of
which the firm will manage the planning, design and construction of the new
building. Wachovia will pay the firm a fee of 2.5% of qualified project costs,
payable one half when construction begins, one quarter upon certified
substantial completion of the project, and one quarter upon occupancy of the
building by the Company. The Planning and Control Manager has advised Wachovia
that the retention of Taylor & Mathis, Inc. to manage the construction of the
parking facility will permit this phase to be incorporated into the overall
development plan for the project and should result in time and cost savings to
the Company, and an amendment to the agreement to include the work on the
parking facility is being negotiated. During 1994, Wachovia paid approximately
$898,915 in fees to the Development and Construction Manager. It is estimated
that the total fee ultimately payable to the firm will be approximately $1.5
million with respect to the building and $157,500 with respect to the parking
facility.
The Development and Construction Manager and the Planning and Control Manager
jointly advised Wachovia to select a qualified general contractor for the new
building project early in the design process. After a thorough evaluation of
three highly qualified general contractors, which included review of similar
work by them as well as financial considerations and interviews with the senior
executives of each company, the Development and Construction Manager and the
Planning and Control Manager recommended and Wachovia selected Holder-Russell
Construction Company, an equal joint venture of two construction companies, as
General Contractor. The two companies have frequently worked together in similar
joint ventures. Robert M. Holder, Jr., a Director of Wachovia, is an officer,
director and majority shareholder of one of these companies, and Herman J.
Russell, a Director of Wachovia, is an officer, director and majority
shareholder of the other company. Taylor & Mathis has entered into a
construction agreement with the General Contractor
24

<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION - CONTINUED
pursuant to which Wachovia will pay the General Contractor a fee based on 3% of
qualified project costs. The Planning and Control Manager has advised Wachovia
that the retention of Holder-Russell Construction Company to construct the
parking facility will permit this phase to be incorporated into the overall
development plan for the project and should result in time and cost savings to
the Company, and an amendment to the agreement to include work on the parking
facility is being negotiated. During 1994, Wachovia paid fees of approximately
$477,240 to the General Contractor. It is estimated that the total fee
ultimately payable to the General Contractor will be approximately $1.871
million with respect to the building and $170,000 with respect to the parking
facility.
The Board of Directors of the Company, after thorough review and discussion,
approved in advance by unanimous vote of those present (and in the absence of
the interested Directors), the selection of and arrangements and agreements with
the Development and Construction Manager and the General Contractor as well as
the amendments to such agreements with respect to the parking facility, and, in
each instance, determined that (1) the business dealings were intended for the
benefit of the Company; and (2) the business dealings were made on terms and
under circumstances that are substantially the same, or at least as favorable,
as those prevailing at the time for comparable business dealings with
independent third parties.
Mr. Taylor is a partner in a partnership which leases three properties used as
banking offices to WBGA. One lease which was due to expire in December 1993 was
extended to and expired on January 15, 1994, one lease which was due to expire
in May 1995 was extended to May 31, 2000, and two leases will expire in June of
1995. During 1994, WBGA paid approximately $221,066 to the partnership or on
behalf of the partnership as a result of its lease obligations.
Rufus C. Barkley, Jr., Lawrence M. Gressette, Jr. and Hayne Hipp are directors
of The Liberty Corporation, which is the parent of Liberty Life Insurance
Company, for which Mr. Hipp serves as a director. Mr. Hipp also serves as
President and Chief Executive Officer of The Liberty Corporation. The Hipp
family has significant share holdings in The Liberty Corporation. SCNC places
with Liberty Life Insurance Company certain credit life insurance purchased by
installment loan customers of its subsidiary corporations. The net premium
benefit on this credit life insurance retained by Liberty Life Insurance Company
in 1994 was approximately $33,894. Wachovia places with Liberty Life Insurance
Company certain mortgage protection life, disability and accidental death
insurance purchased by mortgage loan customers of its subsidiary corporations.
The gross service fee on this insurance retained by Liberty Life Insurance
Company in 1994 was approximately $140,334. Employee-owned universal life
insurance policies for certain Wachovia employees also are written by Liberty
Life Insurance Company. During 1994, Wachovia paid approximately $158,559 in
premiums for this plan coverage, including approximately $59,685 in employee
payments toward universal life insurance plan coverage. SCNC's corporate-owned
life insurance policies associated with the SCNC Supplemental Executive
Retirement Plan and the SCNC Executive Deferred Compensation Plan are written by
Liberty Life Insurance Company. During 1994, SCNC paid approximately $1,349,866
in premiums for this coverage.
In December 1990, WBSC entered into a lease of premises for an automated
teller machine near Charleston, South Carolina. The lessors under such lease
include Mr. Barkley, a director of WBSC and SCNC at that time, and certain
members of his family. The lease is for an initial term of five years (which
commenced April 1, 1991) and gives WBSC the option to extend the term for an
additional three-year period. For the first three years of the lease, the rent
is $6,600 per year and for the remaining two years the rent is $7,200 per year.
The Board of Directors of WBSC (excluding Mr. Barkley) approved this transaction
and believes the terms of this transaction are no less favorable to WBSC than
those which would be offered by the lessors to other prospective lessees in
comparable transactions.
25

<PAGE>
CERTAIN TRANSACTIONS INVOLVING OTHER DIRECTORS AND EXECUTIVE OFFICERS
A Georgia general partnership of which Mr. Holder and members of his family
are the principals constructed a 100,100 square foot, five-story building
located on 2.9 acres in Atlanta. In 1991, the partnership entered into a
$12,415,000 construction and term loan with WBGA secured by the building and
real property, and Mr. Holder has personally guaranteed 12.5% of the loan
commitment. This loan (i) was made in the ordinary course of business, (ii) was
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons,
and (iii) did not involve more than the normal risk of collectibility or present
other unfavorable features. The highest amount outstanding under the loan during
1994 was $11,151,914.
WBGA has entered into a lease agreement with the Georgia general partnership
described above for branch and drive-in banking facilities and office space in
the new building. WBGA employed an independent professional consulting firm to
review the lease proposal and insure that the lease terms and arrangements were
fair and competitive. The lease agreement relates to 40,813 square feet of space
for the branch banking location and office space for a term of 15 years with two
five-year extension options. Base rent is $79,016.61 per month in years one
through five, $94,415.07 per month in years six through ten, and $107,407.43 per
month in years 11 through 15. If the extension options are exercised, rent will
be at a negotiated fair market rate at that time. The lease agreement has been
amended to add an additional 11,450 square feet of office space for a term of
five years and base rent of $21,945.83 per month following an initial free rent
period for 15 months. The amendment provides for a ten-year extension option at
a base rent of $24,216.75 per month in years six through ten and $27,508.62 per
month in years 11 through 15, followed by two five-year extension options at
negotiated fair market rates. The lease agreement has been amended a second time
to provide for an additional 10,825 square feet for a term of four years and
base rent of $20,746.00 per month following an initial free rent period of 12
months. This amendment also provides for a ten-year extension option at a base
rent of $22,892.76 per month in years six through ten and $26,004.66 per month
in years 11 through 15, followed by two five-year extensions options at
negotiated fair market rates. The lease agreement also provides that WBGA will
pay its pro-rata share of the operating expenses of the building in excess of
1992 levels (1993 levels with respect to space leased under the second
amendment) of such expenses which are paid by the lessor. The total rent paid by
WBGA during 1994 was $1,435,705. In addition, WBGA paid approximately $63,092 in
1994 to a construction company of which Mr. Holder is an officer and director
for various small renovation and construction projects for WBGA's space in the
building.
A Georgia limited partnership of which Mr. Holder is the sole general partner
has constructed a 41,967 gross square foot medical office building in Atlanta.
In 1993, the partnership entered into a $4,406,000 construction and term loan
with WBGA secured by the building and real property, and Mr. Holder has
personally guaranteed $417,000 of the loan. This loan (i) was made in the
ordinary course of business, (ii) was made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and (iii) did not involve more than
the normal risk of collectibility or present other unfavorable features. The
highest amount outstanding under the loan during 1994 was approximately
$4,004,362.
A Georgia corporation of which Mr. Holder is a one-third shareholder, director
and officer has constructed an airplane hanger and office building in Orlando,
Florida. In 1992, the corporation entered into a $11,500,000 construction loan
with WBGA secured by the building and real property, and Mr. Holder has
personally guaranteed 50% of the loan commitment. This loan was (i) was made in
the ordinary course of business, (ii) was made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and (iii) did not involve more than
the normal risk of collectibility or present other unfavorable features. The
highest amount outstanding under the loan during 1994 was approximately
$11,468,709, and the entire loan was paid off during the first quarter of 1994.
A subsidiary of WBGA began the relocation of its principal offices in 1993 and
leased approximately 118,000 square feet of office space in an existing building
in Atlanta. In choosing a contractor to complete the interior build out of this
space, WBGA employed an independent professional consulting
26

<PAGE>
CERTAIN TRANSACTIONS INVOLVING OTHER DIRECTORS AND EXECUTIVE OFFICERS -
CONTINUED
company to review all contracts, pricing and fees and to insure that competitive
pricing was obtained. A construction company of which Mr. Holder is an officer
and director won the bid and entered into a contract with WBGA. The construction
was substantially completed in 1993, and the contract was extended in 1994 for
the construction build out of an additional approximately 6,000 square feet of
space in the building. The cost to WBGA with respect to such contract was
$374,749 during 1994.
COMPLIANCE WITH STOCK
OWNERSHIP REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934 requires Wachovia's
Directors and executive officers, and any persons who own beneficially more than
10% of the outstanding shares of Wachovia Common Stock (there being, to
Wachovia's knowledge, no such 10% shareholders as of December 31, 1994), to file
with the Securities and Exchange Commission and the New York Stock Exchange
reports disclosing their initial ownership of Wachovia common stock, as well as
subsequent reports disclosing changes in such ownership. To Wachovia's
knowledge, based solely on a review of the copies of such reports furnished to
Wachovia and written representations that no other reports were required during
the fiscal year ended December 31, 1994, Wachovia's Directors and executive
officers complied with all Section 16(a) filing requirements.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the Proxy Statement and Form of
Proxy to be used in connection with Wachovia's 1996 Annual Meeting of
Shareholders, shareholder proposals must be received by the Secretary of
Wachovia no later than November 8, 1995.
OTHER MATTERS
The management of Wachovia knows of no other business which will be presented
for consideration at the meeting. However, if other matters are properly
presented at the meeting, it is the intention of the proxy holders named in the
accompanying Form of Proxy to vote the Proxies in accordance with their best
judgment.
(Signature of L. M. Baker, Jr. appears here)
L. M. Baker, Jr.
Chief Executive Officer
March 8, 1995
27

<PAGE>

Notice of
ANNUAL MEETING
To Be Held April 28, 1995
and
PROXY STATEMENT
301 NORTH MAIN STREET
P.O. BOX 3099
WINSTON-SALEM, NORTH CAROLINA 27150
191 PEACHTREE STREET, N.E.
P.O. BOX 4148
ATLANTA, GEORGIA 30303
************************************************************************
APPENDIX

P
R
O
X
Y

Please mark,
sign and date
on reverse side
and return in
the enclosed
postage-paid
envelope

Proxy for Annual Meeting of Sharehoders Wachovia Corporation

The undersigned hereby appoints Alice W. Grogan, Secretary, and Kenneth
W. McAllister, Assistant Secretary, of Wachovia Corporation as attorneys and
proxies to vote all of the shares of COMMON STOCK of Wachovia Corporation
held or owned by the undersigned at the Annual Meeting of Shareholders on
April 28, 1995, and at any adjournments there, as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
1. Election of Directors [] FOR ALL NOMINEES LISTED BELOW [] WITHHOLD AUTHORITY to
(EXCEPT AS MARKED TO THE VOTE FOR ALL NOMINEES
CONTRARY BELOW LISTED BELOW

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below).

3-year term: Crandall C. Bowles, Hayne Hipp, James W.
Johnston, Wyndham Robertson, Sherwood H.
Smith, Jr., Charles McKenzie Taylor
2-year term: Donald R. Hughes

2. Ratification of the appointment of Ernst & Young LLP as independent
auditors.
[] FOR [] AGAINST [] ABSTAIN

3. In their discretion, upon any other business which may properly come before
the meeting or any adjournment thereof.

This Proxy Is Solicited on Behalf of the Board of Directors of the Corporation
(Continued and to be signed on the other side)

<PAGE>

THE SHARES OF COMMON STOCK PRESENTED BY THIS PROXY WILL BE VOTED AS
SPECIFIED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR
PROPOSALS 1 and 2.

Dated , 1995

Shareholders should sign exactly as names appears
at the left. Any person signing in a fiduciary capacity
will please enclose proof of his appointment unless
such proof has already been furnished.

<PAGE>

P
R
O
X
Y

Please mark,
sign and date
on reverse side
and return in
the enclosed
postage-paid
envelope

Proxy for Annual Meeting of Sharehoders Wachovia Corporation

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
1. Election of Directors [] FOR ALL NOMINEES LISTED BELOW [] WITHHOLD AUTHORITY to
(EXCEPT AS MARKED TO THE VOTE FOR ALL NOMINEES
CONTRARY BELOW LISTED BELOW

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below).

3-year term: Crandall C. Bowles, Hayne Hipp, James W.
Johnston, Wyndham Robertson, Sherwood H.
Smith, Jr., Charles McKenzie Taylor
2-year term: Donald R. Hughes

2. Ratification of the appointment of Ernst & Young LLP as independent
auditors.
[] FOR [] AGAINST [] ABSTAIN

3. In their discretion, upon any other business which may properly come before
the meeting or any adjournment thereof.

This Proxy Is Solicited on Behalf of the Board of Directors of the Corporation
(Continued and to be signed on the other side)

<PAGE>

Wachovia Bank of North Carolina, N.A., Trustee
Wachovia Corporation Retirement Savings and
Profit-Sharing Plan

With respect to shares of Common Stock of Wachovia Corporation held for
my Account under the Wachovia Corporation Retirement Savings and Profit-
Sharing Plan, you are instructed to sign and forward the proxy being
solicited by the Wachovia Corporation Board of Directors after having
directed said proxy to be voted in the manner I have directed on the form
of such proxy appearing on the reverse hereof. Unless I have otherwise
directed on such form, you are to vote FOR the proposals referred to
therein.

Dated , 1995

Please date and sign your name as it appears hereon.

(Please indicate instructions by marking appropriate blocks on reverse side.)

</TABLE>