WACHOVIA CORP/ NC, 10-Q, 1995-08-11

WACHOVIA CORP/ NC
10-Q, 1995-08-11
NATIONAL COMMERCIAL BANKS

Previous: MERRILL LYNCH N Y MUNI BD FD OF M L MULTI ST MUNI SER TRUST, N-30B-2, 1995-08-11

Next: MEDITRUST, 424B5, 1995-08-11

<PAGE> 1
________________________________________________________________________________
1995 FORM 10Q

United States Securities and Exchange Commission Officer
Washington, DC 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended June 30, 1995
Commission File Number 1-9021

WACHOVIA CORPORATION

Incorporated in the State of North Carolina
IRS Employer Identification Number 56-1473727
Address and Telephone:
301 North Main Street, Winston-Salem, North Carolina 27150,
(910) 770-5000
191 Peachtree Street NE, Atlanta, Georgia 30303, (404) 332-5000

Securities registered pursuant to Section 12(b) of the Act:
Common Stock -- $5.00 par value, which is registered on the New York
Stock Exchange.
As of June 30, 1995, Wachovia Corporation had 170,400,054 shares
of common stock outstanding.
Wachovia Corporation has (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the financial supplement for the quarter ended June
30, 1995 are incorporated by reference into Parts I and II as
indicated in the table below. Except for parts of the Wachovia
Corporation Financial Supplement expressly incorporated herein by
reference, this Financial Supplement is not to be deemed filed with
the Securities and Exchange Commission.

<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1 FINANCIAL STATEMENTS (UNAUDITED)
Selected Period-End Data ................. 3
Common Stock Data -- Per Share ........... 3
Consolidated Statements of Condition...... 22
Consolidated Statements of Income......... 23
Consolidated Statements of
Shareholders' Equity ................... 24
Consolidated Statements of Cash Flows..... 25

Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ............................... 4-21
</TABLE>

<PAGE> 2
________________________________________________________________________________
1995 FORM 10Q - continued

PART II OTHER INFORMATION

Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the annual meeting of shareholders held on April 28, 1995 seven
directors were elected and the appointment of Ernst & Young LLP as
independent auditors for 1995 was ratified. The distribution of
shareholders' votes was as follows:

<TABLE>
<CAPTION>
Shares Voted Shares
in Favor Withheld
------------ --------
<S> <C> <C>
ELECTION OF DIRECTORS
Crandall C. Bowles 144,369,032 466,581
Hayne Hipp 144,376,258 459,355
James W. Johnston 144,303,217 532,396
Wyndham Robertson 144,162,313 673,300
Sherwood H. Smith, Jr. 144,356,537 479,076
Charles McKenzie Taylor 144,461,946 373,667
Donald R. Hughes 144,318,221 517,392

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
Shares Voted in Favor 143,738,018
Shares Voted Against 384,529
Abstentions 713,066
</TABLE>

Item 6 EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit 3.2: Bylaws of the registrant as amended.

Exhibit 10.1: Executive Retirement Agreements between Wachovia
Corporation and Messrs. L.M. Baker, Jr., G. Joseph Prendergast and
Walter E. Leonard, Jr., dated as of January 27, 1995.

Exhibit 10.2: Executive Retirement Agreement between Wachovia
Corporation and Mr. Robert S. McCoy, Jr.

Exhibit 10.3: Retirement Savings and Profit-Sharing Benefit
Equalization Plan of Wachovia Corporation.

Exhibit 10.4: Amendment to Agreement between Wachovia Corporation and
Mr. John G. Medlin, Jr.

Exhibit 11: "Computation of Earnings per Common Share," is presented
as Table 3 on page 6 of the Second Quarter 1995 Financial Supplement.

Exhibit 19: "Unaudited Consolidated Financial Statements," listed in
Part I, Item 1 do not include all information and footnotes required
under generally accepted accounting principles. However, in the
opinion of management, the profit and loss information presented in
the interim financial statements reflects all adjustments necessary
to present fairly the results of operations for the periods
presented. Adjustments reflected in the second quarter of 1995
figures are of a normal, recurring nature. The results of operations
shown in the interim statements are not necessarily indicative of the
results that may be expected for the entire year.

Exhibit 27: Financial Data Schedule (for SEC purposes only).

(b) Reports on Form 8-K: A Current Report on Form 8-K, dated June 1,
1995, was filed with the Securities and Exchange Commission setting
forth the computation of Ratios of Earnings to Fixed Charges to be
incorporated into Wachovia Corporation's Registration Statement on
Form S-3 (Registration No. 33-55839).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

WACHOVIA CORPORATION

August 11, 1995 ROBERT S. McCOY, JR. August 11, 1995 JOHN C. McLEAN, JR.
------------------------ -------------------
Robert S. McCoy, Jr. John C. McLean, Jr.
Executive Vice President Comptroller
and Chief Financial Officer

<PAGE> 3
WACHOVIA
- --------------------------------------------------------------------------------

FINANCIAL SUPPLEMENT

AND FORM 10-Q

SECOND QUARTER 1995

<PAGE> 4
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________
WACHOVIA CORPORATION DIRECTORS AND OFFICERS

DIRECTORS
<S> <C> <C>
L. M. BAKER, JR. THOMAS K. HEARN, JR. JAMES W. JOHNSTON
President and President Chairman and
Chief Executive Officer Wake Forest University Chief Executive Officer
R.J. Reynolds Tobacco Company
JOHN G. MEDLIN, JR. W. HAYNE HIPP
Chairman of the Board President and WYNDHAM ROBERTSON
Chief Executive Officer Vice President, Communications
RUFUS C. BARKLEY, JR. The Liberty Corporation University of North Carolina
Chairman of the Board
Cameron & Barkley Company ROBERT M. HOLDER, JR. HERMAN J. RUSSELL
Chairman of the Board Chairman of the Board and
CRANDALL C. BOWLES Holder Corporation Chief Executive Officer
Executive Vice President H.J. Russell & Company
Springs Industries, Inc. DONALD R. HUGHES
Consultant and Retired SHERWOOD H. SMITH, JR.
JOHN L. CLENDENIN Vice Chairman of the Board Chairman of the Board and
Chairman of the Board Burlington Industries, Inc. Chief Executive Officer
and Chief Executive Officer Carolina Power & Light Company
BellSouth Corporation F. KENNETH IVERSON
Chairman and CHARLES MCKENZIE TAYLOR
LAWRENCE M. GRESSETTE, JR. Chief Executive Officer Chairman of the Board
Chairman of the Board, Nucor Corporation Taylor & Mathis, Inc.
President and
Chief Executive Officer
SCANA Corporation

PRINCIPAL CORPORATE OFFICERS

L. M. BAKER, JR. W. DOUG KING ROBERT S. MCCOY, JR.
President and Executive Vice President Executive Vice President
Chief Executive Officer Consumer Services Chief Financial Officer

MICKEY W. DRY WALTER E. LEONARD, JR. G. JOSEPH PRENDERGAST
Executive Vice President Executive Vice President Executive Vice President
Chief Credit Officer Operations/Technology General Banking

HUGH M. DURDEN KENNETH W. MCALLISTER RICHARD B. ROBERTS
Executive Vice President Executive Vice President Executive Vice President
Corporate Banking General Counsel/Administrative Treasurer
</TABLE>

<PAGE> 5

<TABLE>
<CAPTION>
_________________________________________________________________________________
SELECTED PERIOD-END DATA June 30 June 30
1995 1994
------- -------
<S> <C> <C>
Banking offices:
North Carolina ................................. 218 216
Georgia ........................................ 127 127
South Carolina ................................. 146 151
------- -------
Total ......................................... 491 494
======= =======

Automated banking machines:
North Carolina ................................. 314 270
Georgia ........................................ 196 181
South Carolina ................................. 164 165
------- -------
Total ......................................... 674 616
======= =======

Employees (full-time equivalent) ................. 15,707 15,553
Common stock shareholders of record .............. 28,220 28,722
Common shares outstanding(thousands) ............. 170,400 171,182
</TABLE>

________________________________________________________________________________
COMMON STOCK DATA-- PER SHARE

<TABLE>
<CAPTION>
1995 1994
---------------------- -------------------------------------
Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter
-------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Market value:
Period-end.................................. $ 35 3/4 $ 35 1/2 $ 32 1/4 $ 32 1/4 $ 33 1/8
High ...................................... 37 7/8 36 1/2 34 1/2 35 1/4 35 3/8
Low......................................... 34 1/4 32 31 1/2 31 3/8 30 3/4
Book value at period-end...................... 20.75 19.89 19.23 18.83 18.40
Dividend...................................... .33 .33 .33 .30 .30
Price/earnings ratio*......................... 10.5x 11.0x 10.3x 10.7x 11.3x
</TABLE>

*Based on most recent twelve months net income per primary share period-end
stock price.

________________________________________________________________________________
FINANCIAL INFORMATION

Analysts, investors and others seeking additional financial information about
Wachovia Corporation or its member companies should contact the following
either by phone or in writing.

Robert S. McCoy, Jr., Chief Financial Officer, (910) 770-5926

James C. Mabry, Investor Relations Manager, (910) 770-5788

Wachovia Corporation
P. O. Box 3099
Winston-Salem, NC 27150

Common Stock Listing -- New York Stock Exchange, ticker symbol - WB

____________________________________________________________________________________________________________________________________
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

____________________________________________________________________________________________________________________________________

FINANCIAL SUMMARY TABLE 1
____________________________________________________________________________________________________________________________________

Twelve
Months 1995 1994
Ended --------------------- ------------------------------------
June 30 Second First Fourth Third Second
1995 Quarter Quarter Quarter Quarter Quarter
----------- --------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
(thousands, except per share data)

Interest income -- taxable equivalent ..... $ 2,798,948 $ 774,078 $ 715,414 $677,097 $632,359 $594,669
Interest expense .......................... 1,315,459 392,970 342,596 305,564 274,329 242,488
----------- --------- --------- -------- -------- --------
Net interest income -- taxable equivalent . 1,483,489 381,108 372,818 371,533 358,030 352,181
Taxable equivalent adjustment ............. 98,411 23,987 23,622 25,893 24,909 24,882
----------- --------- --------- -------- -------- --------
Net interest income ....................... 1,385,078 357,121 349,196 345,640 333,121 327,299
Provision for loan losses ................. 88,102 28,652 21,788 19,539 18,123 16,342
----------- --------- --------- -------- -------- --------
Net interest income after
provision for loan losses ............... 1,296,976 328,469 327,408 326,101 314,998 310,957

Other operating revenue ................... 629,661 166,304 157,093 154,723 151,541 153,299
Gain on sale of mortgage servicing
portfolio ............................... 79,025 79,025 -- -- -- --
Investment securities gains (losses) ...... (23,838) (26,236) (129) 2,094 433 221
----------- --------- --------- -------- -------- --------
Total other income ........................ 684,848 219,093 156,964 156,817 151,974 153,520

Personnel expense ......................... 576,211 149,987 144,963 141,566 139,695 141,232
Other expense ............................. 567,256 156,630 138,069 140,959 131,598 133,313
----------- --------- --------- -------- -------- --------
Total other expense ....................... 1,143,467 306,617 283,032 282,525 271,293 274,545

Income before income taxes ................ 838,357 240,945 201,340 200,393 195,679 189,932
Applicable income taxes* .................. 253,174 78,036 59,184 58,267 57,687 55,791
----------- --------- --------- -------- -------- --------
Net income ................................ $ 585,183 $ 162,909 $ 142,156 $142,126 $137,992 $134,141
=========== ========= ========= ======== ======== ========

Net income per common share:
Primary ................................. $ 3.40 $ .94 $ .83 $ .83 $ .80 $ .78
Fully diluted ........................... $ 3.39 $ .95 $ .82 $ .82 $ .80 $ .78

Cash dividends paid per common share ...... $ 1.29 $ .33 $ .33 $ .33 $ .30 $ .30
Cash dividends paid on common stock ....... $ 220,421 $ 56,302 $ 56,458 $ 56,420 $ 51,241 $ 51,399
Cash dividend payout ratio ................ 37.7% 34.6% 39.7% 39.7% 37.1% 38.3%

Average primary shares outstanding ........ 172,065 171,986 172,205 171,973 172,097 172,558
Average fully diluted shares outstanding .. 172,614 172,446 172,760 172,552 172,701 173,197

SELECTED AVERAGE BALANCES (millions)

Total assets .............................. $ 38,827 $ 40,876 $ 38,902 $ 38,146 $ 37,409 $ 36,753
Loans -- net of unearned income ........... 25,811 27,203 26,219 25,290 24,553 23,969
Investment securities** ................... 7,791 8,276 7,612 7,582 7,695 7,767
Other interest-earning assets ............. 878 1,012 815 877 809 829
Total interest-earning assets ............. 34,480 36,491 34,646 33,749 33,057 32,565
Interest-bearing deposits ................. 17,448 18,388 17,354 17,040 17,020 16,964
Short-term borrowed funds ................. 6,994 7,869 7,390 6,619 6,115 6,038
Long-term debt ............................ 4,742 4,863 4,674 4,795 4,637 4,281
Total interest-bearing liabilities ........ 29,184 31,120 29,418 28,454 27,772 27,283
Noninterest-bearing deposits .............. 5,368 5,333 5,302 5,471 5,364 5,333
Total deposits ............................ 22,816 23,721 22,656 22,511 22,384 22,297
Shareholders' equity ...................... 3,224 3,345 3,253 3,186 3,114 3,063

RATIOS (averages)

Annualized net loan losses to loans ....... .33% .42% .30% .31% .29% .26%
Annualized net yield on
interest-earning assets ................. 4.30 4.19 4.36 4.37 4.30 4.34
Shareholders' equity to:
Total assets ............................ 8.30 8.18 8.36 8.35 8.32 8.33
Net loans ............................... 12.69 12.48 12.60 12.80 12.89 13.00
Annualized return on assets*** ............ 1.51 1.59 1.46 1.49 1.48 1.46
Annualized return on
shareholders' equity*** ................. 18.15 19.48 17.48 17.84 17.73 17.52

<CAPTION>
Six Months Ended
June 30
1995 1994
---------- ----------
<S> <C> <C>
SUMMARY OF OPERATIONS
(thousands, except per share data)

Interest income -- taxable equivalent ..... $1,489,492 $1,152,998
Interest expense .......................... 735,566 458,495
---------- ----------
Net interest income -- taxable equivalent.. 753,926 694,503
Taxable equivalent adjustment ............. 47,609 49,358
---------- ----------
Net interest income ....................... 706,317 645,145
Provision for loan losses ................. $ 50,440 $ 34,101
---------- ----------
Net interest income after
provision for loan losses ................ 655,877 611,044

Other operating revenue ................... 323,397 298,168
Gain on sale of mortgage servicing
portfolio ............................... 79,025 --
Investment securities gains (losses) ...... (26,365) 793
---------- ----------
Total other income ........................ 376,057 298,961

Personnel expense ......................... 294,950 282,246
Other expense ............................. 294,699 262,349
---------- ----------
Total other expense ....................... 589,649 544,595

Income before income taxes ................ 442,285 365,410
Applicable income taxes* .................. 137,220 106,470
---------- ----------
Net income ................................ $ 305,065 $ 258,940
========== ==========

Net income per common share:
Primary ................................. $ 1.77 $ 1.50
Fully diluted ........................... $ 1.77 $ 1.50

Cash dividends paid per common share ...... $ .66 $ .60
Cash dividends paid on common stock ....... $ 112,760 $ 102,842
Cash dividend payout ratio ................ 37.0% 39.7%

Average primary shares outstanding ........ 172,095 172,648
Average fully diluted shares outstanding .. 172,589 173,298

SELECTED AVERAGE BALANCES (millions)

Total assets .............................. $ 39,894 $ 36,268
Loans -- net of unearned income ........... 26,714 23,492
Investment securities** ................... 7,946 7,728
Other interest-earning assets ............. 914 955
Total interest-earning assets ............. 35,574 32,175
Interest-bearing deposits ................. 17,874 16,831
Short-term borrowed funds ................. 7,631 6,092
Long-term debt ............................ 4,769 3,977
Total interest-bearing liabilities ........ 30,274 26,900
Noninterest-bearing deposits .............. 5,317 5,349
Total deposits ............................ 23,191 22,180
Shareholders' equity ...................... 3,299 3,042

RATIOS (averages)

Annualized net loan losses to loans ....... .36% .28%
Annualized net yield on
interest-earning assets ................. 4.27 4.35
Shareholders' equity to:
Total assets ............................ 8.27 8.39
Net loans ............................... 12.54 13.18
Annualized return on assets*** ............ 1.53 1.43
Annualized return on
shareholders' equity*** ................. 18.49 17.03

*Income taxes applicable to securities transactions were ($8,634), ($9,580), ($67), $840, $173, $89, ($9,647), $315, respectively
**Reported at amortized cost; excludes pretax unrealized gains (losses) on securities available-for-sale of ($26), $15, ($49),
($44), ($28), ($14), ($17) and $11 respectively
***Includes average unrealized gains (losses) on securities available-for-sale, net of tax, of ($16), $9, ($30), ($27), ($17),
($9), ($10) and $7 million, respectively
____________________________________________________________________________________________________________________________________

</TABLE>
4
<PAGE> 7
RESULTS OF OPERATIONS

OVERVIEW
Wachovia Corporation ("Wachovia") is a southeastern interstate
bank holding company with dual headquarters in Atlanta, Georgia, and
Winston-Salem, North Carolina. Principal banking subsidiaries are
Wachovia Bank of Georgia, N.A., Wachovia Bank of North Carolina, N.A.,
and Wachovia Bank of South Carolina, N.A. The First National Bank of
Atlanta provides credit card services for Wachovia's affiliated banks.
Economic growth overall appeared to have changed little during
the 1995 second quarter from the first quarter. The seasonally
adjusted unemployment rate for the nation averaged 5.7 percent versus
5.5 percent in the preceding quarter. Within Wachovia's primary
operating states of Georgia, North Carolina and South Carolina,
seasonally adjusted unemployment rates averaged 4.8 percent, 4.5
percent and 4.8 percent, respectively, for the quarter.
Wachovia's net income for the second period of 1995 was $162.909
million or $.95 per fully diluted share versus $134.141 million or
$.78 per fully diluted share a year earlier. Results included an
aftertax gain of $47.385 million or $.27 per share from the sale of
the corporation's $9 billion mortgage servicing portfolio, aftertax
securities losses of $16.656 million or $.10 per share from the
restructuring of maturities in the available-for-sale securities
portfolio and aftertax expenses of $11.291 million or $.07 per share
related to severance costs for consolidations, higher consulting fees
for strategic initiatives and charitable contributions.
Proceeds from the sale of the mortgage servicing portfolio will
be invested in programs to enhance growth and productivity such as
next generation branch automation, upgrades to customer information
databases to improve sales effectiveness and service, and major
refinements to financial systems for performance measurement. The
corporation will continue to invest in a variety of corporate
strategies underway to enhance shareholder value as outlined in
general in the 1994 Annual Report and L. M. Baker, Jr.'s 1995 Annual
Shareholders' Meeting remarks in April.
For the first half, net income totaled $305.065 million or $1.77
per fully diluted share compared with $258.940 million or $1.50 per
fully diluted share in the same period of 1994. Annualized returns for
the quarter were 19.48 percent on shareholders' equity and 1.59
percent on assets. For the first six months, annualized returns were
18.49 percent on equity and 1.53 percent on assets. The equity and
assets used in computing these returns include unrealized gains or
losses, net of tax, on securities available-for-sale. Excluding
unrealized gains or losses on securities available-for-sale,
annualized returns were 1.59 percent on assets and 19.53 percent on
equity for the quarter and were 1.53 percent and 18.44 percent,
respectively, for the first half.
Expanded discussion of operating results and the corporation's
financial condition is presented in the following narrative and
tables. Interest income is stated on a taxable equivalent basis which
is adjusted for the tax-favored status of earnings from certain loans
and investments. References to changes in assets and liabilities
represent daily average levels unless otherwise noted.

5
<PAGE> 8
<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________

COMPONENTS OF EARNINGS PER PRIMARY SHARE TABLE 2
___________________________________________________________________________________________________________________________

Three Months Ended Six Months Ended
June 30 June 30
1995 1994 Change 1995 1994 Change
------ ------ ------- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Interest income -- taxable equivalent .......... $ 4.50 $ 3.45 $ 1.05 $ 8.65 $ 6.68 $ 1.97
Interest expense ............................... 2.28 1.41 0.87 4.27 2.66 1.61
------ ------ ------- ------ ------ ------
Net interest income -- taxable equivalent ...... 2.22 2.04 .18 4.38 4.02 .36
Taxable equivalent adjustment .................. .14 .15 (.01) .28 .28 --
------ ------ ------- ------ ------ ------
Net interest income ............................ 2.08 1.89 .19 4.10 3.74 .36
Provision for loan losses ...................... .17 .09 .08 .29 .20 .09
------ ------ ------- ------ ------ ------
Net interest income after provision
for loan losses .............................. 1.91 1.80 .11 3.81 3.54 .27

Other operating revenue ........................ .96 .89 .07 1.88 1.73 .15
Gain on sale of mortgage servicing portfolio ... .46 -- .46 .46 -- .46
Investment securities losses ................... (.15) -- (.15) (.15) -- (.15)
------ ------ ------- ------ ------ ------
Total other income ............................. 1.27 .89 .38 2.19 1.73 .46

Personnel expense .............................. .87 .82 .05 1.72 1.63 .09
Other expense .................................. .91 .77 .14 1.71 1.52 .19
------ ------ ------- ------ ------ ------
Total other expense ............................ 1.78 1.59 .19 3.43 3.15 .28

Income before income taxes ..................... 1.40 1.10 .30 2.57 2.12 .45
Applicable income taxes ........................ .46 .32 .14 .80 .62 .18
------ ------ ------- ------ ------ ------
Net income ..................................... $ .94 $ .78 $ .16 $ 1.77 $ 1.50 $ .27
====== ====== ======= ====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________

COMPUTATION OF EARNINGS PER COMMON SHARE TABLE 3
(thousands, except per share)
___________________________________________________________________________________________________________________________

Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
PRIMARY

Average common shares outstanding ............... 170,734 171,298 170,901 171,372
Dilutive common stock options -- based on treasury
stock method using average market price ....... 1,176 1,178 1,118 1,200
Dilutive common stock awards -- based on treasury
stock method using average market price ....... 76 82 76 76
-------- -------- -------- --------
Average primary shares outstanding .............. 171,986 172,558 172,095 172,648
======== ======== ======== ========
Net income ...................................... $162,909 $134,141 $305,065 $258,940
======== ======== ======== ========

Net income per common share -- primary .......... $ .94 $ .78 $ 1.77 $ 1.50

FULLY DILUTED

Average common shares outstanding ............... 170,734 171,298 170,901 171,372
Dilutive common stock options -- based on treasury
stock method using higher of period-end
market price or average market price .......... 1,176 1,188 1,145 1,216
Dilutive common stock awards -- based on treasury
stock method using higher of period-end
market price or average market price .......... 83 82 83 76
Convertible notes assumed converted ............. 453 629 460 634
-------- -------- -------- --------
Average fully diluted shares outstanding ........ 172,446 173,197 172,589 173,298
======== ======== ======== ========

Net income ...................................... $162,909 $134,141 $305,065 $258,940
Add interest on convertible notes after taxes ... 96 133 192 266
-------- -------- -------- --------
Adjusted net income ............................. $163,005 $134,274 $305,257 $259,206
======== ======== ======== ========

Net income per common share -- fully diluted .... $ .95 $ .78 $ 1.77 $ 1.50
</TABLE>
________________________________________________________________________________

6
<PAGE> 9

NET INTEREST INCOME
Taxable equivalent net interest income increased $28.927 million
or 8.2 percent for the 1995 second quarter compared with the same
period a year earlier and was up $59.423 million or 8.6 percent for
the first six months of the year. Gains in both periods reflected good
growth in interest-earning assets moderated by pricing pressures as
loan and deposit competition remained intense and the yield curve
flattened. Compared with the first quarter of 1995, taxable equivalent
net interest income rose $8.290 million or 2.2 percent. The net yield
on interest-earning assets (net interest income as a percentage of
average interest-earning assets) was lower by 15 basis points for the
second quarter compared with a year earlier and decreased 8 basis
points for the first half. The net yield was down 17 basis points from
the first quarter. Pricing pressures are expected to persist
throughout the remainder of the year.
Taxable equivalent interest income for the second period and
first six months of 1995 was up $179.409 million or 30.2 percent and
$336.494 million or 29.2 percent, respectively. A higher average rate
earned as well as expanded levels of average interest-earning assets
accounted for the increases. Average interest-earning assets grew
$3.926 billion or 12.1 percent for the three months and $3.399 billion
or 10.6 percent year to date with the average rate earned rising 118
basis points and 121 basis points, respectively. Compared with the
first quarter, taxable equivalent interest income was up $58.664
million or 8.2 percent with average interest-earning assets increasing
$1.845 billion or 5.3 percent and the average rate earned higher by 14
basis points.
Loans continued to pace the growth in interest-earning assets,
rising $3.234 billion or 13.5 percent for the second period and $3.222
billion or 13.7 percent for the first half. Loans in the second
quarter increased $984 million or 3.8 percent from the previous three
months.
Commercial loans, including related real estate categories, were
higher by $2.399 billion or 17.9 percent for the quarter and $2.375
billion or 18.2 percent year to date in comparison with the same 1994
periods. Gains were led by regular commercial loans, which expanded
$1.917 billion or 26.2 percent for the three months and $1.969 billion
or 28.1 percent for the first half, and by commercial mortgages, which
increased $331 million or 9.9 percent and $316 million or 9.6 percent,
respectively. Foreign loans, lease financing and construction loans
also rose in both periods.
Based on regulatory definitions, commercial real estate totaled
$4.348 billion at June 30, 1995, representing 15.4 percent of the
corporation's loan portfolio. Commercial mortgages were $3.673 billion
and construction loans were $675 million. Comparable amounts a year
earlier were $3.834 billion in commercial real estate or 15.8 percent
of total loans with $3.357 billion in commercial mortgages and $477
million in construction loans. At March 31, 1995, commercial mortgages
were $3.621 billion and construction loans were $514 million,
representing a combined 15.5 percent of total loans.
Retail loans, including residential mortgages, grew $835 million
or 7.9 percent for the quarter and $847 million or 8.1 percent year to
date. Gains were concentrated in credit cards and residential
mortgages which rose $556 million or 16.2 percent and $319 million or
8.7 percent, respectively, for the three months and $674 million or
20.4 percent and $215 million or 5.8 percent, respectively, for the
first half. At June 30, 1995, managed credit card outstandings totaled
$4.160 billion, including $124 million of net securitized loans,
versus $3.591 billion a year earlier and $4.081 billion at first
quarter-close. Beginning in the fourth quarter of 1995, the
corporation will begin offering Visa commercial cards to facilitate
the credit and recordkeeping needs of both corporate and small
business customers. Commercial accounts offered will include the
Wachovia Visa Purchasing card, the Wachovia Visa Corporate card and
the Wachovia Visa Business card.
Other revolving credit also was up for the quarter and first
half. Direct retail loans were modestly lower for the three months but
up slightly year to date. Indirect retail loans, which primarily
consists of automobile sales financing, decreased modestly in both
periods.
Investment securities were higher by $509 million or 6.6 percent
for the second quarter, $218 million or 2.8 percent year to date and
$664 million or 8.7 percent from the first quarter. During the
quarter, $1.950 billion of available-for-sale securities were sold at
a loss with the proceeds being reinvested in higher yielding
investments to help enhance the overall yield of the portfolio. The
loss amounted to $26.236 million. At June 30,

7
<PAGE> 10
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________

NET INTEREST INCOME AND AVERAGE BALANCES TABLE 4
____________________________________________________________________________________________________________________________________

Twelve
Months 1995 1994
Ended ----------------------- -------------------------------------
June 30 Second First Fourth Third Second
1995 Quarter Quarter Quarter Quarter Quarter
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
NET INTEREST INCOME -- TAXABLE
EQUIVALENT (thousands)

Interest income:
Loans ................................. $ 2,209,344 $ 605,468 $ 571,334 $ 537,181 $ 495,361 $ 458,695
Investment securities ................. 534,131 151,695 130,210 126,304 125,922 126,313
Interest-bearing bank balances ........ 458 105 101 110 142 185
Federal funds sold and securities
purchased under resale agreements .... 4,694 763 1,202 1,382 1,347 1,842
Trading account assets ................ 50,321 16,047 12,567 12,120 9,587 7,634
----------- --------- --------- --------- --------- ---------
Total ............................. 2,798,948 774,078 715,414 677,097 632,359 594,669

Interest expense:
Interest-bearing demand ............... 57,176 14,412 14,367 14,443 13,954 13,456
Savings and money market savings ...... 204,422 61,595 50,578 47,438 44,811 37,928
Savings certificates .................. 292,082 96,773 74,870 63,416 57,023 53,156
Large denomination certificates ....... 76,978 20,226 20,011 18,288 18,453 18,507
Time deposits in foreign offices ...... 31,950 9,503 7,507 7,898 7,042 4,098
Short-term borrowed funds ............. 387,485 119,486 108,389 88,115 71,495 61,337
Long-term debt ........................ 265,366 70,975 66,874 65,966 61,551 54,006
----------- --------- --------- --------- --------- ---------
Total ............................. 1,315,459 392,970 342,596 305,564 274,329 242,488
----------- --------- --------- --------- --------- ---------
Net interest income ..................... $ 1,483,489 $ 381,108 $ 372,818 $ 371,533 $ 358,030 $ 352,181
=========== ========= ========= ========= ========= =========

Annualized net yield on
interest-earning assets ............... 4.30% 4.19% 4.36% 4.37% 4.30% 4.34%

AVERAGE BALANCES (millions)

Assets:
Loans -- net of unearned income ....... $ 25,811 $ 27,203 $ 26,219 $ 25,290 $ 24,553 $ 23,969
Investment securities ................. 7,791 8,276 7,612 7,582 7,695 7,767
Interest-bearing bank balances ........ 7 6 6 7 11 18
Federal funds sold and securities
purchased under resale agreements .... 86 51 77 100 115 182
Trading account assets ................ 785 955 732 770 683 629
----------- --------- --------- --------- --------- ---------
Total interest-earning assets ..... 34,480 36,491 34,646 33,749 33,057 32,565

Cash and due from banks ............... 2,472 2,491 2,502 2,544 2,350 2,346
Premises and equipment ................ 541 563 546 536 523 510
Other assets .......................... 1,766 1,724 1,662 1,767 1,912 1,754
Unrealized gains (losses) on securities
available-for-sale ................... (26) 15 (49) (44) (28) (14)
Allowance for loan losses ............. (406) (408) (405) (406) (405) (408)
----------- --------- --------- --------- --------- ---------
Total assets ..................... $ 38,827 $ 40,876 $ 38,902 $ 38,146 $ 37,409 $ 36,753
=========== ========= ========= ========= ========= =========

Liabilities and shareholders' equity:
Interest-bearing demand ............... $ 3,309 $ 3,218 $ 3,288 $ 3,364 $ 3,367 $ 3,420
Savings and money market savings ...... 6,196 6,415 6,060 6,114 6,197 6,103
Savings certificates .................. 5,831 6,712 5,917 5,457 5,247 5,283
Large denomination certificates ....... 1,501 1,407 1,502 1,493 1,599 1,736
Time deposits in foreign offices ...... 611 636 587 612 610 422
Short-term borrowed funds ............. 6,994 7,869 7,390 6,619 6,115 6,038
Long-term debt ........................ 4,742 4,863 4,674 4,795 4,637 4,281
----------- --------- --------- --------- --------- ---------
Total interest-bearing liabilities 29,184 31,120 29,418 28,454 27,772 27,283

Demand deposits in domestic offices ..... 5,323 5,316 5,275 5,424 5,277 5,245
Demand deposits in foreign offices ...... 6 7 6 6 5 5
Noninterest-bearing time deposits in
domestic offices ...................... 39 10 21 41 82 83
Other liabilities ....................... 1,051 1,078 929 1,035 1,159 1,074
Shareholders' equity .................... 3,224 3,345 3,253 3,186 3,114 3,063
----------- --------- --------- --------- --------- ---------
Total liabilities and
shareholders' equity ............. $ 38,827 $ 40,876 $ 38,902 $ 38,146 $ 37,409 $ 36,753
=========== ========= ========= ========= ========= =========

Total deposits ......................... $ 22,816 $ 23,721 $ 22,656 $ 22,511 $ 22,384 $ 22,297

<CAPTION>
Six Months Ended
June 30
1995 1994
----------- -----------
<S> <C> <C>
NET INTEREST INCOME -- TAXABLE
EQUIVALENT (thousands)

Interest income:
Loans ................................. $ 1,176,802 $ 881,083
Investment securities ................. 281,905 251,976
Interest-bearing bank balances ........ 206 345
Federal funds sold and securities
purchased under resale agreements .... 1,965 4,953
Trading account assets ................ 28,614 14,641
----------- -----------
Total ............................. 1,489,492 1,152,998

Interest expense:
Interest-bearing demand ............... 28,779 26,691
Savings and money market savings ...... 112,173 72,212
Savings certificates .................. 171,643 106,621
Large denomination certificates ....... 40,237 33,564
Time deposits in foreign offices ...... 17,010 7,378
Short-term borrowed funds ............. 227,875 112,962
Long-term debt ........................ 137,849 99,067
----------- -----------
Total ............................. 735,566 458,495
----------- -----------
Net interest income ..................... $ 753,926 $ 694,503
=========== ===========

Annualized net yield on
interest-earning assets ............... 4.27% 4.35%

AVERAGE BALANCES (millions)
Assets:
Loans -- net of unearned income ....... $ 26,714 $ 23,492
Investment securities ................. 7,946 7,728
Interest-bearing bank balances ........ 6 18
Federal funds sold and securities
purchased under resale agreements .... 64 287
Trading account assets ................ 844 650
----------- -----------
Total interest-earning assets ..... 35,574 32,175
Cash and due from banks ............... 2,497 2,367
Premises and equipment ................ 555 506
Other assets .......................... 1,692 1,617
Unrealized gains (losses) on securities
available-for-sale ................... (17) 11
Allowance for loan losses ............. (407) (408)
----------- -----------
Total assets ..................... $ 39,894 $ 36,268
=========== ===========

Liabilities and shareholders' equity:
Interest-bearing demand ............... $ 3,253 $ 3,403
Savings and money market savings ...... 6,238 6,089
Savings certificates .................. 6,317 5,319
Large denomination certificates ....... 1,455 1,600
Time deposits in foreign offices ...... 611 420
Short-term borrowed funds ............. 7,631 6,092
Long-term debt ........................ 4,769 3,977
----------- -----------
Total interest-bearing liabilities 30,274 26,900

Demand deposits in domestic offices ..... 5,296 5,273
Demand deposits in foreign offices ...... 6 5
Noninterest-bearing time deposits in
domestic offices ...................... 15 71
Other liabilities ....................... 1,004 977
Shareholders' equity .................... 3,299 3,042
----------- -----------
Total liabilities and
shareholders' equity ............. $ 39,894 $ 36,268
=========== ===========

Total deposits ......................... $ 23,191 $ 22,180
____________________________________________________________________________________________________________________________________
</TABLE>

8
<PAGE> 11

1995, securities available-for-sale were $4.456 billion and securities
held-to-maturity were $4.515 billion as detailed in the following
table.

<TABLE>
<CAPTION>
$ in thousands
<S> <C>
Securities available-for-sale at market value:
U.S. Government and agency .................... $3,273,424
Mortgage backed securities .................... 939,382
Other ......................................... 242,949
----------
Total securities available-for-sale ........ 4,455,755

Securities held-to-maturity:
U.S. Government and agency .................... 2,489,592
Mortgage backed securities .................... 1,566,217
State and municipal ........................... 443,985
Other ......................................... 15,043
----------
Total securities held-to-maturity .......... 4,514,837
----------
Total investment securities ................ $8,970,592
==========
</TABLE>

The market value of securities held-to-maturity at June 30, 1995
was $4.652 billion, representing a $137 million appreciation over book
value. Securities available-for-sale marked to fair market value under
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities" (FASB 115), had an
unrealized gain of $72.656 million, pretax, and $44.556 million, net
of tax, at June 30, 1995. Unrealized gains on average securities
available-for-sale for the second quarter were $14.581 million,
pretax, and $8.933 million, net of tax. For the first six months of
1995, average securities available-for-sale had unrealized losses of
$16.921 million, pretax, and $10.267 million, net of tax.
Interest expense for the second quarter and first half rose
$150.482 million or 62.1 percent and $277.071 million or 60.4 percent,
respectively, from year-earlier periods and was up $50.374 million or
14.7 percent from the first quarter. The increase resulted from both a
higher average funding cost and greater levels of interest-bearing
liabilities to support interest-earning asset growth. The average rate
paid rose 150 basis points in the second period, 146 basis points year
to date and 34 basis points from the preceeding three months, while
average interest-bearing liabilities expanded $3.837 billion or 14.1
percent for the second period, $3.374 billion or 12.5 percent for the
first six months and $1.702 billion or 5.8 percent from the first
quarter.
Interest-bearing time deposits were up $1.424 billion or 8.4
percent and $1.043 billion or 6.2 percent for the quarter and first
half, respectively. Interest-bearing time deposits rose $1.034 billion
or 6 percent from the first quarter, more than offsetting the $984
million increase in average loans for the same period. Savings
certificates for the second quarter grew $1.429 billion or 27 percent
year over year and rose $998 million or 18.8 percent year to date. The
increases largely reflected the results of a one-day certificates of
deposit sale in March attracting over $1 billion, approximately 86
percent of which was new money to the corporation. The sale also
generated about 28,000 new account relationships out of approximately
77,000 accounts participating in the sale. Gains in both periods also
occurred in savings and money market savings, with growth primarily in
the corporation's newly offered Premiere money market account, which
requires a minimum balance of $10,000. Interest-bearing demand and
large denomination certificates decreased for both the quarter and
first half.
Short-term borrowings were higher by $1.831 billion or 30.3
percent for the quarter and $1.539 billion or 25.3 percent year to
date. Compared with the first quarter, short-term borrowings were up
$479 million or 6.5 percent. Year over year increases occurred in
federal funds purchased and securities sold under repurchase
agreements as well as in other short-term borrowings. Commercial paper
borrowings declined. Other short-term borrowings include short-term
bank notes with maturities from 30 days to one year. The notes are
part of Wachovia Bank of North Carolina's bank note program,
consisting of both short- and medium-term notes, with the former being
issued beginning in the fourth quarter of 1994. At June 30, 1995,
short-term notes outstanding totaled $1.907 billion with an average
cost of 6.07 percent and an average maturity of 2.2 months. This
compared with $1.187 billion in outstandings at March 31, 1995 with an
average cost of 6.19 percent

9
<PAGE> 12
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________

TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS -- SECOND QUARTER* TABLE 5
____________________________________________________________________________________________________________________________________

Variance
Average Volume Average Rate Interest Attributable to
----------------- ------------ ------------------ ------------------
1995 1994 1995 1994 1995 1994 Variance Rate Volume
------- ------- ----- ----- ------- ------- -------- -------- -------
(Millions) (Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Loans:
$ 9,247 $ 7,330 7.60 5.71 Commercial ..................... $175,296 $104,411 $ 70,885 $ 39,577 $31,308
1,775 1,985 9.73 8.61 Tax-exempt ..................... 43,061 42,633 428 5,194 (4,766)
------- ------- -------- -------- --------
11,022 9,315 7.95 6.33 Total commercial ............ 218,357 147,044 71,313 41,475 29,838
730 735 9.31 8.18 Direct retail................... 16,940 14,988 1,952 2,043 (91)
2,398 2,444 8.26 7.81 Indirect retail ................ 49,370 47,629 1,741 2,662 (921)
3,993 3,437 12.52 10.80 Credit card .................... 124,603 92,522 32,081 15,924 16,157
342 331 12.75 11.28 Other revolving credit.......... 10,853 9,302 1,551 1,241 310
------- ------- -------- -------- --------
7,463 6,947 10.84 9.49 Total retail ................ 201,766 164,441 37,325 24,530 12,795
602 480 10.04 8.62 Construction.................... 15,060 10,317 4,743 1,863 2,880
3,664 3,333 8.71 7.60 Commercial mortgages ........... 79,566 63,138 16,428 9,782 6,646
3,960 3,641 8.23 7.65 Residential mortgages........... 81,246 69,466 11,780 5,460 6,320
------- ------- -------- -------- --------
8,226 7,454 8.58 7.69 Total real estate ........... 175,872 142,921 32,951 17,354 15,597
200 172 8.03 7.78 Lease financing ................ 4,013 3,328 685 111 574
292 81 7.51 4.76 Foreign ........................ 5,460 961 4,499 819 3,680
------- ------- -------- -------- --------
27,203 23,969 8.93 7.68 Total loans ................. 605,468 458,695 146,773 80,308 66,465
Investment securities:
Held-to-maturity:
2,491 2,248 6.79 6.57 U.S. Government and agency..... 42,167 36,806 5,361 1,276 4,085
1,506 999 8.09 7.71 Mortgage backed securities..... 30,373 19,215 11,158 983 10,175
458 614 11.98 12.78 State and municipal ........... 13,702 19,565 (5,863) (1,155) (4,708)
15 6 6.26 3.57 Other.......................... 236 53 183 60 123
------- ------- -------- -------- --------
Total securities held-
4,470 3,867 7.76 7.85 to-maturity .............. 86,478 75,639 10,839 (842) 11,681
Available-for-sale:**
2,769 2,643 7.01 5.52 U.S. Government and agency..... 48,371 36,396 11,975 10,174 1,801
800 977 6.58 4.51 Mortgage backed securities .... 13,120 10,992 2,128 4,385 (2,257)
237 280 6.29 4.72 Other.......................... 3,726 3,286 440 984 (544)
------- ------- -------- -------- --------
Total securities available-
3,806 3,900 6.87 5.21 for-sale ................. 65,217 50,674 14,543 15,788 (1,245)
------- ------- -------- -------- --------
8,276 7,767 7.35 6.52 Total investment securities.. 151,695 126,313 25,382 16,733 8,649
6 18 7.33 4.15 Interest-bearing bank balances.... 105 185 (80) 91 (171)
Federal funds sold and
securities purchased under
51 182 6.02 4.07 resale agreements............... 763 1,842 (1,079) 628 (1,707)
955 629 6.74 4.87 Trading account assets ........... 16,047 7,634 8,413 3,578 4,835
------- ------- -------- -------- --------
Total interest-earning
$36,491 $32,565 8.51 7.33 assets .................... 774,078 594,669 179,409 102,734 76,675
======= =======
INTEREST EXPENSE
3,218 3,420 1.80 1.58 Interest-bearing demand .......... 14,412 13,456 956 1,782 (826)
6,415 6,103 3.85 2.49 Savings and money market savings.. 61,595 37,928 23,667 21,643 2,024
6,712 5,283 5.78 4.04 Savings certificates ............. 96,773 53,156 43,617 26,835 16,782
1,407 1,736 5.76 4.28 Large denomination certificates... 20,226 18,507 1,719 5,652 (3,933)
------- ------- -------- -------- --------
Total time deposits in
17,752 16,542 4.36 2.98 domestic offices .......... 193,006 123,047 69,959 60,387 9,572
636 422 5.99 3.89 Time deposits in foreign offices.. 9,503 4,098 5,405 2,791 2,614
------- ------- -------- -------- --------
18,388 16,964 4.42 3.01 Total time deposits.......... 202,509 127,145 75,364 63,931 11,433
Federal funds purchased and
securities sold under
5,230 4,955 6.10 4.15 repurchase agreements .......... 79,571 51,217 28,354 25,367 2,987
480 517 5.72 3.51 Commercial paper ................. 6,834 4,515 2,319 2,661 (342)
Other short-term borrowed
2,159 566 6.15 3.97 funds .......................... 33,081 5,605 27,476 4,484 22,992
------- ------- -------- -------- --------
Total short-term
7,869 6,038 6.09 4.07 borrowed funds ............ 119,486 61,337 58,149 36,051 22,098
3,962 3,441 5.64 4.71 Bank notes ....................... 55,747 40,397 15,350 8,708 6,642
901 840 6.78 6.50 Other long-term debt ............. 15,228 13,609 1,619 605 1,014
------- ------- -------- -------- --------
4,863 4,281 5.85 5.06 Total long-term debt ........ 70,975 54,006 16,969 9,092 7,877
------- ------- -------- -------- --------
Total interest-bearing
$31,120 $27,283 5.06 3.56 liabilities ............... $392,970 $242,488 $150,482 112,786 37,696
======= ======= ----- ----- -------- -------- --------

3.45 3.77 Interest rate spread
===== =====
Net yield on interest-
earning assets and
4.19 4.34 net interest income ............ $381,108 $352,181 $ 28,927 (12,415) 41,342
===== ===== ======== ======== ========

____________________________________________________________________________________________________________________________________

</TABLE>

*Interest income and yields are presented on a fully taxable equivalent
basis using the federal income tax rate and state tax rates, as applicable,
reduced by the nondeductible portion of interest expense
**Volume amounts are reported at amortized cost; excludes pretax unrealized
gains (losses) of $15 million in 1995 and ($14) million in 1994

10
<PAGE> 13
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________

TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS -- SIX MONTHS* TABLE 6
____________________________________________________________________________________________________________________________________

Variance
Average Volume Average Rate Interest Attributable to
--------------- ------------ ---------------------- -------------------
1995 1994 1995 1994 1995 1994 Variance Rate Volume
------ ------- ------ ------ ---------- ---------- -------- -------- ---------
(Millions) (Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Loans:
$ 8,971 $ 7,002 7.58 5.40 Commercial.................... $ 337,379 $ 187,373 $150,006 $ 88,549 $ 61,457
1,772 1,983 9.69 8.58 Tax-exempt ................... 85,138 84,416 722 10,242 (9,520)
------- ------- ---------- ---------- --------
10,743 8,985 7.93 6.10 Total commercial .......... 422,517 271,789 150,728 91,246 59,482
731 724 9.10 8.14 Direct retail ................ 33,015 29,246 3,769 3,484 285
2,375 2,434 8.12 7.78 Indirect retail .............. 95,677 93,955 1,722 4,022 (2,300)
3,974 3,300 12.40 10.84 Credit card .................. 244,400 177,387 67,013 27,742 39,271
Other revolving
341 331 12.64 11.23 credit .................... 21,379 18,419 2,960 2,382 578
------- ------- ---------- ---------- --------
7,421 6,789 10.72 9.48 Total retail................. 394,471 319,007 75,464 44,148 31,316
567 490 9.86 8.32 Construction ................. 27,731 20,230 7,501 4,061 3,440
3,608 3,292 8.67 7.39 Commercial mortgages.......... 155,154 120,653 34,501 22,208 12,293
3,906 3,691 8.20 7.71 Residential mortgages ........ 158,900 141,126 17,774 9,296 8,478
------- ------- ---------- ---------- --------
8,081 7,473 8.53 7.61 Total real estate .......... 341,785 282,009 59,776 35,719 24,057
196 166 7.99 7.96 Lease financing .............. 7,754 6,533 1,221 25 1,196
273 79 7.61 4.44 Foreign ...................... 10,275 1,745 8,530 1,927 6,603
------- ------- ---------- ---------- --------
26,714 23,492 8.88 7.56 Total loans ............... 1,176,802 881,083 295,719 165,614 130,105
Investment securities:
Held-to-maturity:
2,492 2,228 6.84 6.63 U.S. Government and agency... 84,504 73,294 11,210 2,308 8,902
1,378 1,079 8.06 7.64 Mortgage backed securities... 55,097 40,877 14,220 2,346 11,874
482 622 12.10 12.71 State and municipal ......... 28,910 39,228 (10,318) (1,811) (8,507)
15 10 6.15 5.33 Other ....................... 451 263 188 46 142
------- ------- ---------- ---------- --------
Total securities held-
4,367 3,939 7.80 7.87 to-maturity ............. 168,962 153,662 15,300 (1,272) 16,572
Available-for-sale:**
2,546 2,502 6.54 5.59 U.S. Government and agency... 82,590 69,286 13,304 12,041 1,263
793 995 5.79 4.59 Mortgage backed securities... 22,742 22,686 56 5,211 (5,155)
240 292 6.40 4.38 Other........................ 7,611 6,342 1,269 2,555 (1,286)
------- ------- ---------- ---------- --------
Total securities available-
3,579 3,789 6.36 5.23 for-sale ............... 112,943 98,314 14,629 20,336 (5,707)
------- ------- ---------- ---------- --------
7,946 7,728 7.15 6.57 Total investment securities. 281,905 251,976 29,929 22,689 7,240
6 18 7.25 3.99 Interest-bearing bank balances.. 206 345 (139) 178 (317)
Federal funds sold and
securities purchased under
64 287 6.20 3.48 resale agreements ............ 1,965 4,953 (2,988) 2,364 (5,352)
844 650 6.83 4.54 Trading account assets ......... 28,614 14,641 13,973 8,781 5,192
------- ------- ---------- ---------- --------
Total interest-earning
$35,574 $32,175 8.44 7.23 assets ................... 1,489,492 1,152,998 336,494 206,819 129,675
======= =======
INTEREST EXPENSE
$ 3,253 $ 3,403 1.78 1.58 Interest-bearing demand ........ 28,779 26,691 2,088 3,302 (1,214)
6,238 6,089 3.63 2.39 Savings and money market savings 112,173 72,212 39,961 38,150 1,811
6,317 5,319 5.48 4.04 Savings certificates............ 171,643 106,621 65,022 42,551 22,471
1,455 1,600 5.58 4.23 Large denomination certificates. 40,237 33,564 6,673 9,938 (3,265)
------- ------- ---------- ---------- --------
Total time deposits in
17,263 16,411 4.12 2.94 domestic offices......... 352,832 239,088 113,744 100,757 12,987
611 420 5.61 3.54 Time deposits in foreign offices 17,010 7,378 9,632 5,397 4,235
------- ------- ---------- ---------- --------
17,874 16,831 4.17 2.95 Total time deposits ....... 369,842 246,466 123,376 107,263 16,113
Federal funds purchased and
securities sold under
5,343 4,906 6.03 3.81 repurchase agreements......... 159,727 92,678 67,049 58,165 8,884
449 560 5.62 3.34 Commercial paper................ 12,528 9,273 3,255 5,367 (2,112)
Other short-term borrowed
1,839 626 6.10 3.55 funds ........................ 55,620 11,011 44,609 12,103 32,506
------- ------- ---------- ---------- --------
Total short-term
7,631 6,092 6.02 3.74 borrowed funds .......... 227,875 112,962 114,913 81,304 33,609
3,900 3,162 5.60 4.63 Bank notes ..................... 108,337 72,562 35,775 16,964 18,811
869 815 6.85 6.56 Other long-term debt ........... 29,512 26,505 3,007 1,206 1,801
------- ------- ---------- ---------- --------
4,769 3,977 5.83 5.02 Total long-term debt ...... 137,849 99,067 38,782 17,300 21,482
------- ------- ---------- ---------- --------
Total interest-bearing
$30,274 $26,900 4.90 3.44 liabilities ............. 735,566 458,495 277,071 213,992 63,079
======= ======= ----- ----- ---------- ---------- --------
3.54 3.79 Interest rate spread
===== =====
Net yield on interest-earning
assets and net interest
4.27 4.35 income ....................... $ 753,926 $ 694,503 $ 59,423 (12,791) 72,214
===== ===== ========== ========== ========

____________________________________________________________________________________________________________________________________

</TABLE>
*Interest income and yields are presented on a fully taxable equivalent
basis using the federal income tax rate and state tax rates, as applicable,
reduced by the nondeductible portion of interest expense
**Volume amounts are reported at amortized cost; excludes pretax unrealized
gains (losses) of ($17) million in 1995 and $11 million in 1994

11
<PAGE> 14

and an average maturity of 2.8 months.
Long-term debt increased $582 million or 13.6 percent for the
second quarter, $792 million or 19.9 percent for the first half and
$189 million or 4 percent from the preceeding three months. Growth
primarily reflected gains in medium-term bank notes which totaled
$3.979 billion at June 30, 1995 with an average cost of 5.54 percent
and an average maturity of 1.5 years. Comparable amounts a year earlier
were $3.661 billion in outstandings with an average cost of 4.77
percent and an average maturity of 2.1 years. At March 31, 1995,
medium-term bank notes were $3.809 billion with an average cost of 5.47
percent and an average maturity of 1.59 years.
Gross deposits for the second quarter averaged $23.721 billion,
an increase of $1.424 billion or 6.4 percent from $22.297 billion a
year earlier. For the first half, gross deposits averaged $23.191
billion, higher by $1.011 billion or 4.6 percent from $22.180 billion
in 1994. Collected deposits, net of float, averaged $21.985 billion for
the quarter and $21.469 billion year to date, up $1.248 billion or 6
percent and $858 million or 4.2 percent, respectively, from the same
1994 periods.

ASSET AND LIABILITY MANAGEMENT AND INTEREST RATE SENSITIVITY
The corporation uses a number of tools to measure interest rate
risk, including monitoring the difference or gap between rate sensitive
assets and liabilities over various time periods, monitoring the change
in present value of the asset and liability portfolios under various
rate scenarios and simulating net interest income under the same rate
scenarios. Management believes that rate risk is best measured by
simulation modeling which calculates expected net interest income based
on projected interest-earning assets, interest-bearing liabilities,
off-balance sheet financial instruments and interest rates.
The corporation monitors exposure to a gradual change in rates
of 200 basis points up or down over a rolling 12-month period and an
interest rate shock of an instantaneous change in rates of 200 basis
points up or down over the same period. From time to time, the model
horizon is expanded to a 24-month period. The corporation policy limit
for the maximum negative impact on net interest income from a gradual
change in interest rates of 2 percentage points over 12 months is 7.5
percent. Management generally has maintained a risk position well
within the policy guideline level. As of June 30, 1995, the model
indicated the impact of a 2 percentage point gradual rise in rates over
12 months would approximate a .1 percent increase in net interest
income, while a 2 percentage point decline in rates over the same
period would approximate a .9 percent decrease from an unchanged rate
environment.
In addition to on-balance sheet instruments such as investment
securities and purchased funds, the corporation uses off-balance sheet
derivative instruments to manage interest rate risk, liquidity and net
interest income. Off-balance sheet instruments include interest rate
swaps, futures and options with indices that directly correlate to
on-balance sheet instruments. The corporation has used off-balance
sheet financial instruments, principally interest rate swaps, over a
number of years and believes their use on a sound basis enhances the
effectiveness of asset and liability and interest rate sensitivity
management.
Off-balance sheet asset and liability derivative transactions
are based on referenced or notional amounts. At june 30, 1995, the
corporation had $1.395 billion notional amount of derivatives
outstanding for asset and liability management purposes. Interest rate
swaps were $1.380 billion or 99 percent of the total notional amount.
Credit risk of off-balance sheet derivative financial instruments is
equal to the fair value gain of the instrument if a counterparty fails
to perform. The credit risk is normally a small percentage of the
notional amount and fluctuates as interest rates move up or down. The
corporation mitigates this risk by subjecting the transactions to the
same rigorous approval and monitoring process as is used for on-balance
sheet credit transactions, by dealing in the national market with
highly rated counterparties, by executing all transactions under
International Swaps and Derivatives Association Master Agreements and
by using collateral instruments to reduce exposure. Collateral is
delivered by either party when the fair value of a particular
transaction or group of transactions with the same counterparty on a
net basis exceeds an acceptable threshold of exposure. The threshold
level is determined based on the strength of the individual
Counterparty.
The fair value of all asset and liability derivative positions
for which the corporation was exposed to counterparties totaled $18
million at June 30, 1995. The fair value of all asset and liability
derivative positions for which counterparties were exposed to the
corporation amounted to $15 million on the same date. Details

12
<PAGE> 15

of the net fair value gain of $3 million and additional asset
and liability derivative information are included in the accompanying
tables.

<TABLE>
<CAPTION>
Estimated Fair Value of Asset and Liability Management Derivatives by Purpose
-----------------------------------------------------------------------------

June 30, 1995 June 30, 1994
-------------------------------------------------- -------------------------
Notional Fair Value Fair Value Net Fair Value Notional Net Fair Value
$ in millions Value Gains (losses) Gains (losses) Value Gains (losses)
-------- ---------- ---------- -------------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
Convert floating rate liabilities
to fixed:
Swaps-pay fixed/receive floating........ $ 127 $ 1 $(4) $(3) $ 279 $(3)
Caps purchased-pay fixed/receive
floating.............................. 15 -- -- -- 15 --

Convert fixed rate assets to floating:
Swaps-pay fixed/receive floating........ 140 -- (1) (1) -- --
Forward starting swaps-pay
fixed/receive floating................ 284 -- (4) (4) -- --

Convert fixed rate liabilities to
floating:
Swaps-receive fixed/pay floating........ 200 3 (5) (2) 100 (13)

Convert floating rate assets to fixed:
Swaps-receive fixed/pay floating........ 219 1 (1) -- 385 (15)
Index amortizing swaps-receive
fixed/pay floating.................... 410 13 -- 13 150 (1)

Hedge spread between prime and fed funds:
Interest rate caps...................... -- -- -- -- 400 --
------ --- ---- --- ------ ----
Total derivatives.................... $1,395 $18 ($15) $ 3 $1,329 ($32)
====== === ==== === ====== ====
</TABLE>

<TABLE>
<CAPTION>
Maturity Schedule of Asset and Liability Management Derivatives
---------------------------------------------------------------
June 30, 1995

Within Over Average
One Two Three Four Five Five Life
$ in millions Year Years Years Years Years Years Total (Years)
------ ----- ----- ----- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest rate swaps:
Pay fixed/receive floating:
Notional amount.................... $ 150 $ 48 $ 11 $ 15 $ 19 $ 24 $ 267 1.69
Weighted average rates received.... 5.12% 6.59% 6.97% 6.80% 6.92% 6.12% 5.78%
Weighted average rates paid........ 7.40 8.52 5.87 6.87 6.70 7.52 7.47

Receive fixed/pay floating:
Notional amount.................... $ 108 $ 8 $ 101 $ 2 -- $ 200 $ 419 5.27
Weighted average rates received.... 5.12% 9.06% 6.77% 10.70% -- 7.03% 6.52%
Weighted average rates paid........ 6.37 9.00 6.11 9.00 -- 6.38 6.37

Index amoritzing swaps:*
Receive fixed/pay floating:
Notional amount.................... $ 135 $ 25 $ 250 -- -- -- $ 410 1.73
Weighted average rates received.... 6.35% 7.39% 8.18% -- -- -- 7.53%
Weighted average rates paid........ 6.15 6.13 6.28 -- -- -- 6.23

Total interest rate swaps:
Notional amount...................... $ 393 $ 81 $ 362 $ 17 $ 19 $ 224 $1,096 3.07
Weighted average rates received...... 5.54% 7.08% 7.75% 7.18% 6.93% 6.93% 6.72%
Weighted average rates paid.......... 6.68 7.82 6.22 7.08 6.71 6.50 6.58

Forward starting interest rate swaps:
Notional amount...................... $ 226 -- -- -- -- $ 58 $ 284 1.84
Weighted average rates paid.......... 7.58% -- -- -- -- 8.03% 7.67%

Interest rate caps
(notional amount)**................ $ 15 -- -- -- -- -- $ 15 .38

Total derivatives
(notional amount).............. $ 634 $ 81 $ 362 $ 17 $ 19 $ 282 $1,395 2.79

*Maturity is based upon expected average lives rather than contractual lives.
**Average rates are not meaningful.
</TABLE>
Asset and liability transactions are accounted for following
hedge accounting rules. Accordingly, gains and losses related to the
fair value of derivative contracts used for asset and liability
management purposes are not immediately recognized in earnings. If the
hedged or altered balance sheet amounts were marked to market, the
resulting unrealized balance sheet gains or losses could be expected
to offset unrealized derivatives gains and losses.

13
<PAGE> 16

NONPERFORMING ASSETS
Nonperforming assets at JUNE 30, 1995 were $76.640 million or
.27 percent of loans and foreclosed property. The total decreased
$47.889 million or 38.5 percent from a year earlier and was lower by
$16.083 million or 17.3 percent from first quarter-close. The declines
primarily reflected paydowns, the return of cash-basis assets to
accrual status and sales of foreclosed property.
The largest portion of nonperforming assets is real estate
related. At June 30, 1995, real estate nonperforming assets were
$53.558 million or .64 percent of real estate loans and foreclosed real
estate compared with $85.444 million or 1.14 percent a year earlier and
$64.120 million or .80 percent at March 31, 1995. Nonperforming real
estate loans included in these amounts were $37.783 million at June 30,
1995, $64.875 million a year earlier and $46.755 million at the end of
the 1995 first quarter.
Commercial real estate nonperforming assets were $29.837
million or .69 percent of related loans and foreclosed property versus
$63.503 million or 1.66 percent at June 30, 1994 and $40.030 million or
.97 percent at March 31, 1995. These included commercial real estate
nonperforming loans of $23.721 million at June 30, 1995, $51.295
million a year earlier and $33.018 million at first quarter-close.

<TABLE>
<CAPTION>
_____________________________________________________________________________________________________________________________

NONPERFORMING ASSETS AND CONTRACTUALLY PAST DUE LOANS TABLE 7
(thousands)
_____________________________________________________________________________________________________________________________

June 30 March 31 Dec. 31 Sept. 30 June 30
1995 1995 1994 1994 1994
------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NONPERFORMING ASSETS
Cash-basis assets -- domestic borrowers........................ $57,918* $71,848 $ 78,712 $ 89,184 $100,696
Restructured loans -- domestic................................. --** -- -- -- --
------- ------- -------- -------- --------
Total nonperforming loans................................. 57,918 71,848 78,712 89,184 100,696

Foreclosed property:
Foreclosed real estate........................................ 18,859 20,669 22,900 22,309 26,347
Less valuation allowance...................................... 3,084 3,304 4,026 5,025 5,778
Other foreclosed assets....................................... 2,947 3,510 2,931 3,043 3,264
------- ------- -------- -------- --------
Total foreclosed property................................. 18,722 20,875 21,805 20,327 23,833
------- ------- -------- -------- --------
Total nonperforming assets................................ $76,640*** $92,723 $100,517 $109,511 $124,529
======= ======= ======== ======== ========

Nonperforming loans to period-end loans........................ .21% .27% .30% .36% .41%
Nonperforming assets to period-end loans and
foreclosed property.......................................... .27 .35 .39 .44 .51

Period-end allowance for loan losses times
nonperforming loans.......................................... 7.06x 5.69x 5.16x 4.55x 4.03x
Period-end allowance for loan losses times
nonperforming assets......................................... 5.33 4.41 4.04 3.71 3.26

CONTRACTUALLY PAST DUE LOANS
(accruing loans past due 90 days or more)

Domestic borrowers............................................. $49,004 $48,998 $ 37,010 $ 43,708 $ 50,321
======= ======= ======== ======== ========

*Includes $18,254 of loans which have been defined as impaired per Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan" (FASB 114)
**Excludes $10,171 of loans which have been renegotiated at market rates and have been reclassified to performing status
***Net of cumulative corporate and commercial real estate charge-offs and foreclosed real estate write-downs totaling $30,695;
includes $4,639 of nonperforming assets on which interest and principal are paid current
_____________________________________________________________________________________________________________________________
</TABLE>

14
<PAGE> 17

PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses was $28.652 million for the
quarter and $50.440 million year to date, increasing $12.310 million or
75.3 percent and $16.339 million or 47.9 percent from the same
respective periods a year earlier. The provision was up $6.864 million
or 31.5 percent from the first quarter of 1995.
The provision reflects management's assessment of the adequacy
of the allowance for loan losses to absorb potential write-offs in the
loan portfolio. Several factors are considered in this assessment,
including growth and composition of the loan portfolio, historical
credit loss experience, current and anticipated economic conditions and
changes in borrowers' financial positions.
Net loan losses totaled $28.519 million or .42 percent
annualized of average loans for the quarter and $47.939 million or .36
percent year to date, up $12.645 million or 79.7 percent and $14.982
million or 45.5 percent, respectively, from the same periods in 1994.
Net loan losses were higher by $9.099 million or 46.9 percent from the
first quarter. Excluding credit card loans, net charge-offs totaled
$7.876 million or .14 percent of average loans for the quarter and
$9.068 million or .08 percent for the first half. This compared with
$1.826 million or .04 percent and $5.752 million or .06 percent for the
same three- and six-month periods, respectively, a year earlier and
with $1.192 million or .02 percent in the first quarter of 1995.
Credit card net charge-offs were $20.643 million or 2.07
percent annualized of average credit card loans for the second period
and $38.871 million or 1.96 percent year to date versus $14.048 million
or 1.63 percent and $27.205 million or 1.65 percent in the same
respective periods of 1994. Real estate loans had net charge-offs of
$3.462 million for the quarter and $2.092 million for the first half
versus net recoveries of $2.154 million and $3.947 million,
respectively, in 1994. Net loan losses for other retail loans,
consisting of direct and indirect lending, totaled $2.556 million for
the quarter and $4.949 million for the first six months compared with
$1.856 million and $3.819 million, respectively, a year earlier.
At June 30, 1995, the allowance for loan losses totaled
$408.633 million or 1.45 percent of period-end loans and 706 percent
coverage of nonperforming loans. Comparable amounts were $405.942
million, 1.67 percent and 403 percent, respectively, at second
quarter-close 1994 and $408.500 million, 1.53 percent and 569 percent,
respectively, at March 31, 1995.

15
<PAGE> 18

<TABLE>
<CAPTION>
___________________________________________________________________________________________________________________________

ALLOWANCE FOR LOAN LOSSES (thousands) TABLE 8
___________________________________________________________________________________________________________________________

1995 1994
------------------- ---------------------------- Six Months Ended
Second First Fourth Third Second June 30
Quarter Quarter Quarter Quarter Quarter 1995 1994
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS

Balance at beginning of period................ $408,500 $406,132 $406,005 $405,942 $405,474 $406,132 $404,798
Provision for loan losses..................... 28,652 21,788 19,539 18,123 16,342 50,440 34,101
Deduct net loan losses:
Loans charged off:
Commercial................................. 1,872 318 1,793 3,063 2,947 2,190 8,027
Credit card................................ 23,829 21,431 19,682 17,310 16,808 45,260 32,736
Other revolving credit..................... 1,058 805 1,000 908 902 1,863 1,807
Other retail............................... 3,528 3,412 3,216 2,504 2,605 6,940 5,689
Real estate................................ 5,499 391 1,785 749 1,352 5,890 2,171
Lease financing............................ 636 101 57 28 80 737 141
Foreign.................................... -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- --------
Total..................................... 36,422 26,458 27,533 24,562 24,694 62,880 50,571
Recoveries:
Commercial................................. 1,400 695 1,382 915 1,423 2,095 3,380
Credit card................................ 3,186 3,203 2,926 2,837 2,760 6,389 5,531
Other revolving credit..................... 267 322 224 285 303 589 550
Other retail............................... 972 1,019 927 1,159 749 1,991 1,870
Real estate................................ 2,037 1,761 2,624 1,273 3,506 3,798 6,118
Lease financing............................ 41 30 31 25 70 71 148
Foreign.................................... -- 8 7 8 9 8 17
-------- -------- -------- -------- -------- -------- --------
Total..................................... 7,903 7,038 8,121 6,502 8,820 14,941 17,614
-------- -------- -------- -------- -------- -------- --------
Net loan losses............................. 28,519 19,420 19,412 18,060 15,874 47,939 32,957
-------- -------- -------- -------- -------- -------- --------
Balance at end of period...................... $408,633* $408,500* $406,132 $406,005 $405,942 $408,633* $405,942
======== ======== ======== ======== ======== ======== ========

NET LOAN LOSSES (RECOVERIES) BY CATEGORY

Commercial.................................... $ 472 $ (377) $ 411 $ 2,148 $ 1,524 $ 95 $ 4,647
Credit card................................... 20,643 18,228 16,756 14,473 14,048 38,871 27,205
Other revolving credit........................ 791 483 776 623 599 1,274 1,257
Other retail.................................. 2,556 2,393 2,289 1,345 1,856 4,949 3,819
Real estate................................... 3,462 (1,370) (839) (524 ) (2,154) 2,092 (3,947)
Lease financing............................... 595 71 26 3 10 666 (7)
Foreign....................................... -- (8) (7) (8 ) (9) (8) (17)
-------- -------- -------- -------- -------- -------- --------
Total..................................... $ 28,519 $ 19,420 $ 19,412 $ 18,060 $ 15,874 $ 47,939 $ 32,957
======== ======== ======== ======== ======== ======== ========

Net Loan Losses -- excluding credit cards..... $ 7,876 $ 1,192 $ 2,656 $ 3,587 $ 1,826 $ 9,068 $ 5,752

ANNUALIZED NET LOAN LOSSES (RECOVERIES)
TO AVERAGE LOANS BY CATEGORY

Commercial.................................... .02% (.01%) .02% .09 % .07% --% .10%
Credit card................................... 2.07 1.84 1.76 1.57 1.63 1.96 1.65
Other revolving credit........................ .93 .57 .92 .74 .72 .75 .76
Other retail.................................. .33 .31 .29 .17 .23 .32 .24
Real estate................................... .17 (.07) (.04) (.03 ) (.12) .05 (.11)
Lease financing............................... 1.19 .15 .06 .01 .02 .68 (.01)
Foreign....................................... -- (.01) (.01) (.04 ) (.04) (.01) (.04)
Total loans................................... .42 .30 .31 .29 .26 .36 .28

Total loans -- excluding credit cards......... .14 .02 .05 .07 .04 .08 .06

Period-end allowance to outstanding loans..... 1.45 1.53 1.57 1.63 1.67 1.45 1.67

*Includes the related allowance for credit losses for impaired loans as defined in FASB 114, "Accounting by Creditors for
Impairment of a Loan," of $0 at June 30, 1995 and $2,070 at March 31, 1995
___________________________________________________________________________________________________________________________
</TABLE>

16
<PAGE> 19

NONINTEREST INCOME
Total other operating revenue for the quarter rose $13.005
million or 8.5 percent year over year and was higher by $25.229 million
or 8.5 percent for the first half. Gains in both periods primarily
reflected good growth in credit card income, trading account profits
and other service charges and fees along with strengthened levels of
deposit account service charges. Compared with the first quarter, total
other operating revenue increased $9.211 million or 5.9 percent.
Credit card income for the quarter and first six months grew
$3.747 million or 13.3 percent and $7.357 million or 13.8 percent,
respectively. Higher levels of cardholder interchange income and net
merchant discount income along with gains from other card income,
including loan securitization, accounted for the increases. Cardholder
purchase volume totaled $913 million for the quarter and $1.702 billion
year to date versus $813 million and $1.475 billion, respectively, in
1994.
Trading account profits rose $1.777 million for the second
period and $3.337 million for the first half, reflecting good gains in
municipal securities and government and U.S. agency securities as well
as narrowed losses on money market trading activities.
Other service charges and fees increased $6.732 million or 51.2
percent and $11.922 million or 44.5 percent for the three- and
six-month periods, respectively. Growth was driven primarily by
electronic banking, consisting of debit card and ATM fees, and by
investment fee income, comprised of fees largely from mutual funds and
brokers commissions. Electronic banking services represent
approximately 40 percent of total other service charges and fees, while
investment fee income represents approximately 30 percent. Safe
deposit and safekeeping fees, representing approximately 10 percent of
the total, and other service charges and fees, comprising approximately
20 percent, also were higher for both periods.
Service charges on deposit accounts were up $1.806 million or
3.6 percent for the quarter and $2.537 million or 2.6 percent year to
date. Gains were due to mainly higher overdraft and insufficient funds
charges as well as to increased savings account service charges.
Commercial account analysis fees were modestly lower in both periods,
although corporate service levels expanded. The lower analysis fees
reflected increased credit given for corporate deposit balances in a
higher year-over-year interest rate environment.
Trust service fees were largely unchanged for the quarter,
rising $228 thousand or less than 1 percent. For the first six months,
trust service fees decreased a modest $572 thousand or under 1 percent,
largely reflecting a decline in custodial assets due to the loss of a
major account in late 1994.
Mortgage fee income decreased $1.168 million or 15.1 percent
for the three months and $747 thousand or 4.7 percent for the six
months. Reduced loan servicing fees, resulting from the April sale of
the corporation's mortgage servicing portfolio, primarily accounted for
the declines in both periods. Lower residential mortgage origination
fees also contributed to the decreases with loan originations for the
second quarter and first half totaling $302.799 million and $509.685
million, respectively, versus $387.470 million and $850.126 million,
respectively, a year earlier.
Remaining combined categories of total other operating revenue
were modestly lower for the second period but increased $1.395 million
or 3.8 percent for the first six months. Insurance premiums and
commissions remained essentially flat for the quarter but were higher
by $633 thousand or 10.4 percent year to date. Bankers' acceptance and
letter of credit fees were up modestly for the second period but
decreased $674 thousand or 5.6 percent for the first half. Other income
decreased $177 thousand or 1.6 percent for the quarter

17
<PAGE> 20

but was up $1.436 million or 7.7 percent for the first six months.
Included in other income are revenues from Wachovia's customer
portfolio of interest rate and currency derivatives (excluding foreign
exchange forwards and options) which had a notional amount of $4.905
billion and a fair value of $3.575 million at June 30, 1995 versus
$2.439 billion and $4.744 million, respectively, a year earlier.
Including a gain from the sale of the corporation's mortgage
servicing portfolio and losses on sales of investment securities,
total noninterest income was higher by $65.573 million or 42.7 percent
for the quarter and $77.096 million or 25.8 percent year to date. The
sale of the mortgage servicing portfolio in April resulted in a pretax
gain of $79.025 million, while losses on investment securities sales
totaled $26.236 million for the quarter and $26.365 million for the
first half of 1995.

<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________

NONINTEREST INCOME (thousands) TABLE 9
____________________________________________________________________________________________________________________________________

1995 1994
---------------------- -------------------------------- Six Months Ended
Second First Fourth Third Second June 30
Quarter Quarter Quarter Quarter Quarter 1995 1994
--------- --------- --------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Service charges on deposit accounts ....... $ 52,452 $ 48,881 $ 48,413 $ 48,940 $ 50,646 $ 101,333 $ 98,796
Fees for trust services ................... 33,211 30,881 31,285 32,151 32,983 64,092 64,664
Credit card income -- net of
interchange payments .................... 31,867 28,944 30,200 28,271 28,120 60,811 53,454
Mortgage fee income ....................... 6,547 8,454 8,886 8,590 7,715 15,001 15,748
Trading account profits (losses) --
excluding interest....................... 2,375 3,067 (582) 1,576 598 5,442 2,105
Insurance premiums and commissions ........ 3,385 3,313 3,189 2,425 3,379 6,698 6,065
Bankers' acceptance and letter of
credit fees ............................. 5,743 5,559 5,365 5,827 5,689 11,302 11,976
Other service charges and fees ............ 19,888 18,817 15,530 14,571 13,156 38,705 26,783
Other income .............................. 10,836 9,177 12,437 9,190 11,013 20,013 18,577
--------- --------- --------- -------- -------- --------- --------
Total other operating revenue ....... 166,304 157,093 154,723 151,541 153,299 323,397 298,168
Gain on sale of mortgage servicing
portfolio ............................... 79,025 -- -- -- -- 79,025 --
Investment securities gains (losses) ...... (26,236) (129) 2,094 433 221 (26,365) 793
--------- --------- --------- -------- -------- --------- --------
Total ............................... $ 219,093 $ 156,964 $ 156,817 $151,974 $153,520 $ 376,057 $298,961
========= ========= ========= ======== ======== ========= ========
____________________________________________________________________________________________________________________________________
</TABLE>

NONINTEREST EXPENSE
Total noninterest expense for the second quarter and first six
months was up $32.072 million or 11.7 percent and $45.054 million or
8.3 percent, respectively, from year-earlier periods. Noninterest
expense for the quarter included $18.100 million of expenses related
to severance costs from continued consolidation efforts, higher
consulting fees associated with strategic initiatives and charitable
contributions. The corporation's overhead ratio measuring noninterest
expense as a percentage of total adjusted revenues (taxable equivalent
net interest income and total other operating revenue) was 56 percent
for the second period and 54.7 percent year to date versus 54.3
percent and 54.9 percent, respectively, in 1994. Noninterest expense
was up $23.585 million or 8.3 percent from the first quarter of 1995.
Total personnel expense for the second period increased $8.755
million or 6.2 percent year over year and $12.704 million or 4.5
percent for the first half. Salaries expense rose $8.838 million or 7.7
percent and

18
<PAGE> 21

$11.812 million or 5.1 percent for the three and six months,
respectively, primarily due to higher base salaries and severance
expense resulting from a management structure review and the sale of
the corporation's mortgage servicing portfolio. Employee benefits
expense decreased slightly for the quarter but was up modestly year to
date.
Combined net occupancy and equipment expense was higher by
$2.669 million or 5.8 percent for the second period and $5.182 million
or 5.6 percent for the first six months. Increased installation,
relocation and maintenance costs for enhanced technology projects
helped push equipment expense up $1.925 million or 7.4 percent for the
quarter and $3.676 million or 7 percent year to date. Net occupancy
expense rose $744 thousand or 3.7 percent for the three months and
$1.506 million or 3.8 percent for the first half.
Remaining combined categories of noninterest expense were up
$20.648 million or 23.7 percent for the quarter and $27.168 million or
16 percent for the first six months. Professional services expense
increased $3.764 million or 69.9 percent for the three months and
$5.503 million or 58.9 percent year to date, largely reflecting
consulting fees associated with corporate strategic initiatives.
Outside data processing, programming and software expense rose $2.545
million or 31.3 percent for the quarter and $3.957 million or 23.8
percent for the first half, primarily due to increased volume of
treasury cash services operations and to higher external programming
costs associated with ongoing technology projects. The sale of the
corporation's mortgage servicing portfolio in April helped lower
amortization expense by $2.486 million or 54 percent for the quarter
and $3.552 million or 36.5 percent for the first half. Foreclosed
property expense totaled $408 thousand for the second period and $253
thousand for the first six months versus net gains of $404 thousand
and $3.845 million, respectively, in 1994. Other expense for the
quarter rose $13.486 million or 52.7 percent and included a $10
million increase charitable contributions.

<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________

NONINTEREST EXPENSE (thousands) TABLE 10
____________________________________________________________________________________________________________________________________

1995 1994
----------------------- ---------------------------------------
Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter
-------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Salaries ............................................ $123,720 $ 118,185 $117,904 $ 116,793 $ 114,882
Employee benefits ................................... 26,267 26,778 23,662 22,902 26,350
-------- --------- -------- --------- ---------
Total personnel expense ....................... 149,987 144,963 141,566 139,695 141,232
Net occupancy expense ............................... 20,940 20,190 21,261 20,026 20,196
Equipment expense ................................... 27,935 28,263 27,197 26,789 26,010
Postage and delivery ................................ 9,190 9,592 8,650 8,645 8,816
Outside data processing, programming and software ... 10,664 9,897 10,773 7,834 8,119
Stationery and supplies ............................. 6,619 6,208 6,182 6,578 5,836
Advertising and sales promotion ..................... 9,747 9,412 6,949 8,019 9,316
Professional services ............................... 9,149 5,691 6,539 4,617 5,385
Travel and business promotion ....................... 5,110 4,059 4,650 3,757 4,343
FDIC insurance and regulatory examinations .......... 13,344 13,339 13,188 13,294 13,589
Check clearing and other bank services .............. 2,337 2,150 2,204 2,475 1,920
Amortization of intangible assets ................... 2,116 4,071 4,430 4,524 4,602
Foreclosed property expense ......................... 408 (155) 9 (452) (404)
Other expense ....................................... 39,071 25,352 28,927 25,492 25,585
-------- --------- -------- --------- ---------
Total ......................................... $306,617 $ 283,032 $282,525 $ 271,293 $ 274,545
======== ========= ======== ========= =========

Overhead ratio ...................................... 56.01% 53.41% 53.69% 53.24% 54.31%

<CAPTION>
Six Months Ended
June 30
1995 1994
-------- ---------
<S> <C> <C>
Salaries ............................................ $241,905 $ 230,093
Employee benefits ................................... 53,045 52,153
-------- ---------
Total personnel expense ....................... 294,950 282,246
Net occupancy expense ............................... 41,130 39,624
Equipment expense ................................... 56,198 52,522
Postage and delivery ................................ 18,782 17,868
Outside data processing, programming and software ... 20,561 16,604
Stationery and supplies ............................. 12,827 11,798
Advertising and sales promotion ..................... 19,159 19,099
Professional services ............................... 14,840 9,337
Travel and business promotion ....................... 9,169 7,847
FDIC insurance and regulatory examinations .......... 26,683 26,969
Check clearing and other bank services .............. 4,487 4,215
Amortization of intangible assets ................... 6,187 9,739
Foreclosed property expense ......................... 253 (3,845)
Other expense ....................................... 64,423 50,572
-------- ---------
Total ......................................... $589,649 $ 544,595
======== =========

Overhead ratio ...................................... 54.73% 54.86%
____________________________________________________________________________________________________________________________________
</TABLE>

19
<PAGE> 22

INCOME TAXES
Applicable income taxes increased $22.245 million or 39.9
percent for the quarter and $30.750 million or 28.9 percent year to
date. Income taxes computed at the statutory rate are reduced
primarily by the interest earned on state and municipal debt
securities and industrial revenue obligations. Also, within certain
limitations, one-half of the interest income on qualifying employee
stock ownership plan loans is exempt from federal taxes. The interest
earned on state and municipal debt instruments is exempt from federal
taxes and, except for out-of-state issues, from Georgia and North
Carolina taxes as well, and results in substantial interest savings
for local governments and their constituents.

<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________

INCOME TAXES (thousands) TABLE 11
____________________________________________________________________________________________________________________________________

Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Income before income taxes .................................. $ 240,945 $ 189,932 $ 442,285 $ 365,410
========= ========= ========= =========

Federal income taxes at statutory rate ...................... $ 84,331 $ 66,476 $ 154,800 $ 127,893
State and local income taxes -- net of federal benefit....... (2,214) 970 (1,816) 2,191
Effect of tax-exempt securities interest and other income ... (10,756) (12,005) (21,605) (23,972)
Other items ................................................. 6,675 350 5,841 358
--------- --------- --------- ---------
Total tax expense ...................................... $ 78,036 $ 55,791 $ 137,220 $ 106,470
========= ========= ========= =========

Currently payable:
Federal ................................................... $ 90,228 $ 58,811 $ 152,745 $ 102,070
Foreign ................................................... 57 26 124 60
State and local ........................................... 8,778 2,363 10,713 4,776
--------- --------- --------- ---------
Total .................................................. 99,063 61,200 163,582 106,906

Deferred:
Federal ................................................... (8,843) (4,539) (12,855) 969
State and local ........................................... (12,184) (870) (13,507) (1,405)
--------- --------- --------- ---------
Total .................................................. (21,027) (5,409) (26,362) (436)
--------- --------- --------- ---------
Total tax expense ...................................... $ 78,036 $ 55,791 $ 137,220 $ 106,470
========= ========= ========= =========
____________________________________________________________________________________________________________________________________
</TABLE>

FINANCIAL CONDITION AND CAPITAL RATIOS
The corporation's assets at June 30, 1995 totaled $42.867
billion, including $38.329 billion of interest-earning assets and
$28.251 billion of loans. Comparable amounts a year earlier were
$37.069 billion, $32.964 billion and $24.300 billion, respectively. At
March 31, 1995, assets were $40.223 billion, interest-earning assets
were $35.814 billion and loans were $26.728 billion.
Deposits at June 30, 1995 were $23.892 billion, including
$18.530 billion of time deposits, representing 77.6 percent of the
total. This compared with $22.218 billion of deposits, including
$16.945 billion of time deposits or 76.3 percent of the total at
second quarter-end 1994 and with $23.110 billion of deposits,
including $17.956 billion of time deposits or 77.7 percent of the
total at March 31, 1995.
Shareholders' equity at second quarter-close was $3.535 billion,
higher by $386 million or 12.3 percent from $3.149 billion at June 30,
1994 and up $130 million or 3.8 percent from the preceding
quarter-close. The total at June 30, 1995 included $44.556 million,
net of tax, of unrealized gains on securities available-for-sale
marked to fair market value under FASB 115.
Cash dividends paid totaled $56.302 million for the second
quarter and $112.760 million year to date, higher by 9.5 percent and
9.6 percent, respectively, from the same periods in 1994. Cash
dividends paid represented a payout of 34.6 percent of net income for
the quarter and 37 percent for the first half. The corporation's board
of directors declared a third quarter dividend of $.36 per share at
its meeting on July 28, 1995, payable September 1 to shareholders of
record on August 7. The dividend represents an increase of 9.1 percent
from the previous quarter and is higher by 20 percent from the third
quarter of 1994.
The corporation was authorized by the board of directors on July
28, 1995 to repurchase up to 5 million shares of its common stock. The
authorization replaced an earlier action on July 22, 1994 to repurchase
the

20
<PAGE> 23

same number of shares. Repurchased shares will be used for various
corporate purposes, including share issuance for the corporation's
employee stock plans and dividend reinvestment plan. In the second
quarter of 1995, the corporation repurchased 1,060,900 shares at an
average price of $35.311 per share for a total cost of $37.462
million. As of June 30, 1995, a total of 1,795,000 shares had been
repurchased under the earlier authorization which was terminated
effective with the new authorization.
Intangible assets at June 30, 1995 were $41.492 million,
consisting of $30.216 million in goodwill, $7.753 million in deposit
base intangibles and $3.523 million in other intangible assets,
primarily purchased credit card intangibles. In April, the corporation
sold its mortgage servicing portfolio with associated mortgage
servicing rights totaling $31.903 million at March 31, 1995.
Intangible assets at second quarter-close 1994 were $85.601 million,
with $39.014 million in mortgage servicing rights, $31.706 million in
goodwill, $9.610 million in deposit base intangibles and $5.271
million in other intangible assets. At March 31, 1995, intangible
assets totaled $74.614 million.
Regulatory agencies divide capital into Tier I (consisting of
shareholders' equity less ineligible intangible assets) and Tier II
(consisting of the allowable portion of the reserve for loan losses
and certain long-term debt) and measure capital adequacy by applying
both capital levels to a banking company's risk-adjusted assets and
off-balance sheet items. Regulatory requirements presently specify
that Tier I capital should exclude the market appreciation or
depreciation of securities available-for-sale arising from valuation
adjustments under FASB 115. In addition to these capital ratios,
regulatory agencies have established a Tier I leverage ratio which
measures Tier I capital to average assets less ineligible intangible
assets.
Regulatory guidelines require a minimum of total capital to
risk-adjusted assets ratio of 8 percent with one-half consisting of
tangible common shareholders' equity and a minimum Tier I leverage
ratio of 3 percent. Banks which meet or exceed a Tier I ratio of 6
percent, a total capital ratio of 10 percent and a Tier I leverage
ratio of 5 percent are considered well capitalized by regulatory
standards.
At June 30, 1995, Wachovia's Tier I to risk-adjusted assets
ratio was 9.31 percent with total capital 13.15 percent of
risk-adjusted assets. The corporation's Tier I leverage ratio was 8.47
percent.

<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________________

CAPITAL COMPONENTS AND RATIOS (thousands) TABLE 12
____________________________________________________________________________________________________________________________________

1995 1994
------------------------------ ---------------------------------------------
Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter
------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Tier I capital:
Common shareholders' equity ............... $ 3,535,313 $ 3,404,983 $ 3,286,507 $ 3,214,881 $ 3,149,144
Less ineligible intangible assets ......... 30,216 30,589 30,961 31,334 32,349
Unrealized (gains) losses on securities
available-for-sale, net of tax .......... (44,556) 10,111 37,635 21,510 15,140
------------ ----------- ----------- ----------- -----------
Total Tier I capital ................... 3,460,541 3,384,505 3,293,181 3,205,057 3,131,935

Tier II capital:
Allowable allowance for loan losses ....... 408,633 408,500 406,132 406,005 405,942
Allowable long-term debt .................. 1,020,267 770,680 830,782 832,881 833,253
------------ ----------- ----------- ----------- -----------
Tier II capital additions .............. 1,428,900 1,179,180 1,236,914 1,238,886 1,239,195
------------ ----------- ----------- ----------- -----------
Total capital .......................... $ 4,889,441 $ 4,563,685 $ 4,530,095 $ 4,443,943 $ 4,371,130
============ =========== =========== =========== ===========

Risk-adjusted assets ........................ $ 37,189,208 $36,207,967 $35,573,896 $34,100,248 $32,746,004

Quarterly average assets .................... $ 40,875,958 $38,901,940 $38,146,370 $37,676,339 $37,174,827

Risk-based capital ratios:
Tier I capital ............................ 9.31% 9.35% 9.26% 9.40% 9.56%
Total capital ............................. 13.15 12.60 12.73 13.03 13.35

Tier I leverage ratio* ...................... 8.47 8.70 8.63 8.51 8.43

Shareholders' equity to total assets ........ 8.25 8.47 8.39 8.43 8.50

*Ratio excludes the average unrealized gains
(losses) on securities available-for-sale,
net of tax, of $8,933, ($29,681), ($26,581),
($16,885) and ($8,535), respectively
____________________________________________________________________________________________________________________________________
</TABLE>

21
<PAGE> 24

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION

<TABLE>
<CAPTION>
June 30 December 31 June 30
$ in thousands 1995 1994 1994
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Cash and due from banks.................................................... $ 2,629,502 $ 2,670,115 $ 2,200,729
Interest-bearing bank balances............................................. 5,893 6,763 14,464
Federal funds sold and securities
purchased under resale agreements........................................ 14,571 201,606 225,471
Trading account assets..................................................... 1,086,599 889,958 754,735
Securities available-for-sale.............................................. 4,455,755 3,538,247 3,819,409
Securities held-to-maturity (market value of $4,651,867,
$4,114,644 and $3,906,979, respectively)................................. 4,514,837 4,184,610 3,849,645
Loans and net leases....................................................... 28,258,874 25,898,774 24,308,606
Less unearned income on loans.............................................. 7,815 7,970 8,714
----------- ----------- -----------
Total loans.......................................................... 28,251,059 25,890,804 24,299,892
Less allowance for loan losses............................................. 408,633 406,132 405,942
----------- ----------- -----------
Net loans............................................................ 27,842,426 25,484,672 23,893,950
Premises and equipment..................................................... 574,623 543,548 522,317
Due from customers on acceptances.......................................... 565,785 416,591 614,908
Other assets............................................................... 1,177,488 1,251,848 1,173,386
----------- ----------- -----------
Total assets......................................................... $42,867,479 $39,187,958 $37,069,014
=========== =========== ===========

LIABILITIES
Deposits in domestic offices:
Demand................................................................... $ 5,354,199 $ 5,657,579 $ 5,267,941
Interest-bearing demand.................................................. 3,215,348 3,524,857 3,369,453
Savings and money market savings......................................... 6,486,959 6,065,966 6,178,332
Savings certificates..................................................... 6,529,708 5,464,532 5,096,976
Large denomination certificates.......................................... 1,540,760 1,416,318 1,418,034
Noninterest-bearing time................................................. 4,884 24,121 95,557
----------- ----------- -----------
Total deposits in domestic offices................................... 23,131,858 22,153,373 21,426,293
Deposits in foreign offices:
Demand................................................................... 7,221 5,540 5,448
Time..................................................................... 752,733 910,345 786,314
----------- ----------- -----------
Total deposits in foreign offices.................................... 759,954 915,885 791,762
----------- ----------- -----------
Total deposits....................................................... 23,891,812 23,069,258 22,218,055
Federal funds purchased and securities
sold under repurchase agreements......................................... 6,642,662 5,898,398 5,066,104
Commercial paper........................................................... 493,878 406,706 471,639
Other short-term borrowed funds............................................ 2,256,661 1,007,340 749,414
Long-term debt:
Bank notes............................................................... 3,978,718 3,953,318 3,660,767
Other long-term debt..................................................... 1,087,008 837,146 839,710
----------- ----------- -----------
Total long-term debt................................................. 5,065,726 4,790,464 4,500,477
Acceptances outstanding.................................................... 565,785 416,591 614,908
Other liabilities.......................................................... 415,642 312,694 299,273
----------- ----------- -----------
Total liabilities.................................................... 39,332,166 35,901,451 33,919,870

SHAREHOLDERS' EQUITY
Preferred stock, par value $5 per share:
Authorized 50,000,000 shares; none outstanding........................... -- -- --
Common stock, par value $5 per share:
Issued 170,400,054, 170,933,749 and
171,181,931, respectively.............................................. 852,000 854,669 855,910
Capital surplus............................................................ 721,806 741,946 753,940
Retained earnings.......................................................... 1,961,507 1,689,892 1,539,294
----------- ----------- -----------
Total shareholders' equity........................................... 3,535,313 3,286,507 3,149,144
----------- ----------- -----------
Total liabilities and shareholders' equity........................... $42,867,479 $39,187,958 $37,069,014
=========== =========== ===========
</TABLE>

22
<PAGE> 25

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
$ in thousands, except per share 1995 1994 1995 1994
-------- -------- ---------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans............................................................ $593,858 $446,610 $1,153,632 $ 857,062
Securities available-for-sale:
State and municipal............................................ -- -- -- 14
Other investments.............................................. 61,433 47,534 106,035 92,332
Securities held-to-maturity:
State and municipal............................................ 9,269 13,100 19,475 26,124
Other investments.............................................. 69,756 53,458 133,994 109,234
Interest-bearing bank balances................................... 105 185 206 345
Federal funds sold and securities
purchased under resale agreements.............................. 763 1,842 1,965 4,953
Trading account assets........................................... 14,907 7,058 26,576 13,576
-------- -------- ---------- ----------
Total interest income...................................... 750,091 569,787 1,441,883 1,103,640

INTEREST EXPENSE
Deposits:
Domestic offices............................................... 193,006 123,047 352,832 239,088
Foreign offices................................................ 9,503 4,098 17,010 7,378
-------- -------- ---------- ----------
Total interest on deposits................................. 202,509 127,145 369,842 246,466
Short-term borrowed funds........................................ 119,486 61,337 227,875 112,962
Long-term debt................................................... 70,975 54,006 137,849 99,067
-------- -------- ---------- ----------
Total interest expense..................................... 392,970 242,488 735,566 458,495

NET INTEREST INCOME.............................................. 357,121 327,299 706,317 645,145
Provision for loan losses........................................ 28,652 16,342 50,440 34,101
-------- -------- ---------- ----------
Net interest income after
provision for loan losses ..................................... 328,469 310,957 655,877 611,044

OTHER INCOME
Service charges on deposit accounts.............................. 52,452 50,646 101,333 98,796
Fees for trust services.......................................... 33,211 32,983 64,092 64,664
Credit card income............................................... 31,867 28,120 60,811 53,454
Mortgage fee income.............................................. 6,547 7,715 15,001 15,748
Trading account profits.......................................... 2,375 598 5,442 2,105
Other operating income........................................... 39,852 33,237 76,718 63,401
-------- -------- ---------- ----------
Total other operating revenue.............................. 166,304 153,299 323,397 298,168
Gain on sale of mortgage servicing portfolio..................... 79,025 -- 79,025 --
Investment securities gains (losses)............................. (26,236) 221 (26,365) 793
-------- -------- ---------- ----------
Total other income......................................... 219,093 153,520 376,057 298,961

OTHER EXPENSE
Salaries......................................................... 123,720 114,882 241,905 230,093
Employee benefits................................................ 26,267 26,350 53,045 52,153
-------- -------- ---------- ----------
Total personnel expense ................................... 149,987 141,232 294,950 282,246
Net occupancy expense............................................ 20,940 20,196 41,130 39,624
Equipment expense................................................ 27,935 26,010 56,198 52,522
Other operating expense.......................................... 107,755 87,107 197,371 170,203
-------- -------- ---------- ----------
Total other expense........................................ 306,617 274,545 589,649 544,595
Income before income taxes....................................... 240,945 189,932 442,285 365,410
Applicable income taxes.......................................... 78,036 55,791 137,220 106,470
-------- -------- ---------- ----------
NET INCOME....................................................... $162,909 $134,141 $ 305,065 $ 258,940
======== ======== ========== ==========
Net income per common share:
Primary........................................................ $ .94 $ .78 $ 1.77 $ 1.50
Fully diluted.................................................. $ .95 $ .78 $ 1.77 $ 1.50
Average shares outstanding:
Primary........................................................ 171,986 172,558 172,095 172,648
Fully diluted.................................................. 172,446 173,197 172,589 173,298
</TABLE>

23
<PAGE> 26
WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Common Stock
-------------------------- Capital Retained
$ in thousands, except per share Shares Amount Surplus Earnings
----------- -------- -------- ----------
<S> <C> <C> <C> <C>
PERIOD ENDED JUNE 30, 1994
Balance at beginning of year ........................................ 171,375,772 $856,879 $761,573 $1,399,495
Net income .......................................................... 258,940
Cash dividends declared on common
stock -- $.60 a share ............................................. (102,842)
Common stock issued pursuant to:
Stock option and employee benefit plans ........................... 475,983 2,380 11,352
Dividend reinvestment plan ........................................ 176,845 885 4,817
Conversion of debentures .......................................... 21,254 106 301
Common stock acquired ............................................... (867,923) (4,340) (23,909)
Unrealized losses on securities
available-for-sale, net of tax .................................... (15,140)
Miscellaneous ....................................................... (194) (1,159)
----------- -------- -------- ----------

Balance at end of period ............................................ 171,181,931 $855,910 $753,940 $1,539,294
=========== ======== ======== ==========

PERIOD ENDED JUNE 30, 1995
Balance at beginning of year ........................................ 170,933,749 $854,669 $741,946 $1,689,892
Net income .......................................................... 305,065
Cash dividends declared on common
stock -- $.66 a share ............................................. (112,760)
Common stock issued pursuant to:
Stock option and employee benefit plans ........................... 428,203 2,141 9,437
Dividend reinvestment plan ........................................ 181,855 909 5,542
Conversion of debentures .......................................... 41,989 210 594
Common stock acquired ............................................... (1,185,742) (5,929) (35,678)
Unrealized gains on securities
available-for-sale, net of tax .................................... 82,191
Miscellaneous ....................................................... (35) (2,881)
----------- -------- -------- ----------

Balance at end of period ............................................ 170,400,054 $852,000 $721,806 $1,961,507
=========== ======== ======== ==========
</TABLE>

24
<PAGE> 27

WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Six Months Ended
June 30
$ in thousands 1995 1994
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income.................................................................................... $ 305,065 $ 258,940
Adjustments to reconcile net income to net cash provided by operations:
Provision for loan losses................................................................... 50,440 34,101
Depreciation and amortization............................................................... 36,125 56,174
Deferred income tax benefit................................................................. (26,362) (436)
Investment securities (gains) losses........................................................ 26,365 (793)
Gain on sale of noninterest-earning assets.................................................. (1,239) (3,964)
Gain on sale of mortgage servicing portfolio................................................ (79,025) --
Increase (decrease) in accrued income taxes................................................. 28,006 (2,036)
Increase in accrued interest receivable..................................................... (36,672) (7,567)
Increase in accrued interest payable........................................................ 37,120 5,442
Net change in other accrued and deferred income and expense................................. 39,496 (20,388)
Net trading account activities.............................................................. (196,641) 34,044
Net loans held for resale................................................................... (221,392) 334,077
---------- ----------
Net cash provided (used) by operating activities........................................ (38,714) 687,594

INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing bank balances..................................... 870 (1,986)
Net decrease in federal funds sold and securities
purchased under resale agreements........................................................... 187,035 465,635
Purchases of securities available-for-sale.................................................... (3,554,684) (653,997)
Purchases of securities held-to-maturity...................................................... (533,109) (92,171)
Sales of securities available-for-sale........................................................ 2,245,946 36,876
Calls, maturities and prepayments of securities available-for-sale............................ 497,582 500,870
Calls, maturities and prepayments of securities held-to-maturity.............................. 201,599 384,165
Net increase in loans made to customers....................................................... (2,189,945) (1,695,888)
Capital expenditures.......................................................................... (74,148) (58,391)
Proceeds from sales of premises and equipment................................................. 7,890 3,956
Proceeds from sale of mortgage servicing portfolio............................................ 142,011 --
Net (increase) decrease in other assets....................................................... 33,495 (58,719)
---------- ----------
Net cash used by investing activities................................................... (3,035,458) (1,169,650)

FINANCING ACTIVITIES
Net decrease in demand, savings and money market accounts..................................... (209,452) (982,732)
Net increase (decrease) in certificates of deposit............................................ 1,032,006 (151,611)
Net increase in federal funds purchased and securities sold under repurchase agreements....... 744,264 324,821
Net increase (decrease) in commercial paper................................................... 87,172 (117,539)
Net increase (decrease) in other short-term borrowings........................................ 1,249,321 (341,709)
Proceeds from issuance of bank notes.......................................................... 424,930 1,619,281
Maturities of bank notes...................................................................... (400,722) (330,000)
Proceeds from issuance of other long-term debt................................................ 248,012 247,800
Payments on other long-term debt.............................................................. (285) (171)
Common stock issued........................................................................... 12,013 16,009
Dividend payments............................................................................. (112,760) (27,345)
Common stock repurchased...................................................................... (39,729) (102,842)
Net decrease in other liabilities............................................................. (1,211) (705)
---------- ----------
Net cash provided by financing activities............................................... 3,033,559 153,257

DECREASE IN CASH AND CASH EQUIVALENTS......................................................... (40,613) (328,799)
Cash and cash equivalents at beginning of year................................................ 2,670,115 2,529,528
---------- ----------
Cash and cash equivalents at end of period.................................................... $2,629,502 $2,200,729
========== ==========

SUPPLEMENTAL DISCLOSURES
Unrealized appreciation in securities available-for-sale:
Increase in securities available-for-sale................................................... $ 134,504 $ 24,720
Increase (decrease) in deferred taxes....................................................... (52,313) 9,580
Increase in shareholders' equity............................................................ 82,191 15,140
</TABLE>

25
<PAGE> 28
WACHOVIA
- -------------------- -------------------
BULK RATE
Wachovia Corporation U.S. POSTAGE PAID
P.O. Box 3099 WACHOVIA
Winston-Salem, NC 27150 CORPORATION
-------------------

<PAGE> 1

EXHIBIT 3.2

BYLAWS

WACHOVIA CORPORATION

Effective October 23, 1992
Amended through April 28, 1995
<PAGE> 2

TABLE OF CONTENTS TO BYLAWS

WACHOVIA CORPORATION

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE 1
MEETINGS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1. Place of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.3. Substitute Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.4. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.5. Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.7. Shareholders' List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.8. Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.9. Conduct of Meeting and Order of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2
BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.1. General Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.2. Number, Term, Qualification and Nomination . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.3. Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.4. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.5. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.6. Directors Emeritus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 3
MEETINGS OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.1. Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.2. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.3. Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.4. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.5. Manner of Acting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.6. Presumption of Assent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.7. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.8. Meeting by Communications Device . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE 4
COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.1. Election and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.2. Removal; Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.3. Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.4. Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.5. Standing Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

</TABLE>

i
<PAGE> 3

<TABLE>
<S> <C>
ARTICLE 5
OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.1. Titles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.2. Election; Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.3. Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.4. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.5. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.6. Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.7. Chairman of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.8. President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.9. Vice Chairmen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.10. Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.11. Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.12. Assistant Secretaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5.13. Voting Upon Stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 6
CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.1. Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.2. Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.3. Transfer Agent and Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.4. Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.5. Fixing Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6.6. Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE 7
INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.1. Indemnification Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.3. Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.4. Litigation Expense Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.5. Approval of Indemnification Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 7.6. Suits by Claimant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 7.7. Consideration; Personal Representatives and Other Remedies . . . . . . . . . . . . . . . . . . 13
Section 7.8. Scope of Indemnification Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 8
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 8.1. Dividends and other Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 8.2. Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 8.3. Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 8.4. Checks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 8.5. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 8.6. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 8.7. Applicability of Antitakeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

</TABLE>

ii
<PAGE> 4

BYLAWS

WACHOVIA CORPORATION

ARTICLE 1

MEETINGS OF SHAREHOLDERS

Section 1.1. Place of Meeting. Meetings of shareholders
shall be held at the principal office of the corporation in Winston-Salem,
North Carolina or Atlanta, Georgia, or at such other place, either within or
without the States of Georgia, North Carolina and South Carolina, as shall be
fixed by the board of directors or the chief executive officer and designated
in the notice of the meeting.

Section 1.2. Annual Meeting. The annual meeting of
shareholders shall be held at 10:30 a.m. on the fourth Friday in April of each
year, if not a legal holiday, but if a legal holiday, then on the preceding
business day which is not a legal holiday, or at such other hour and date as
the board of directors, the chief executive officer or secretary may designate,
for the purpose of electing directors of the corporation and the transaction of
such other business as may be properly brought before the meeting.

Section 1.3. Substitute Annual Meeting. If the annual
meeting is not held on the day designated or provided for in these bylaws, a
substitute annual meeting may be called in accordance with Section 1.4. A
meeting so called shall be designated and treated for all purposes as the
annual meeting.

Section 1.4. Special Meetings. Special meetings of the
shareholders may be called at any time by the chief executive officer or the
board of directors.

Section 1.5. Notice of Meetings. At least 10 and no more
than 60 days prior to any annual or special meeting of shareholders, the
corporation shall notify shareholders of the date, time and place of the
meeting and, in the case of a special or substitute annual meeting or where
otherwise required by law, shall briefly describe the purpose or purposes of
the meeting. Only business within the purpose or purposes described in the
notice may be conducted at a special meeting. Unless otherwise required by law
or by the articles of incorporation (including, but not limited to, in the
event of a meeting to consider the adoption of a plan of merger or share
exchange, a sale of assets other than in the ordinary course of business or a
voluntary dissolution), the corporation shall be required to give notice only
to shareholders entitled to vote at the meeting. If an annual or special
shareholders' meeting is adjourned to a different date, time or place, notice
thereof need not be given if the new date, time or place is announced at the
meeting before adjournment. If a new record date for the adjourned meeting is
fixed pursuant to Section 6.5 hereof, notice of the adjourned meeting shall be
given to persons who are shareholders as of the new record date. It shall be
the primary responsibility of the secretary to give the notice, but notice may
be given by or at the direction of the chief executive officer or other person
or persons calling the meeting. If mailed, such notice shall be deemed to be
effective when deposited in the United States mail with postage thereon
prepaid, correctly addressed to the shareholder's address shown in the
corporation's current record of shareholders.
<PAGE> 5

Section 1.6. Quorum. A majority of the votes entitled to be
cast by a voting group on a matter, represented in person or by proxy at a
meeting of shareholders, shall constitute a quorum for that voting group for
any action on that matter, unless the articles of incorporation provide
otherwise or other quorum requirements are fixed by law, including by a court
of competent jurisdiction acting pursuant to Section 55-7-03 of the General
Statutes of North Carolina. 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. Action may be taken by a voting group at any meeting at
which a quorum of that voting group is represented, regardless of whether
action is taken at that meeting by any other voting group. In the absence of a
quorum at the opening of any meeting of shareholders, such meeting may be
adjourned from time to time, subject to Section 6.5, by a vote of the majority
of the shares voting on the motion to adjourn.

Section 1.7. Shareholders' List. After a record date is
fixed for a meeting, the secretary of the corporation shall prepare an
alphabetical list of the names of all its shareholders who are entitled to
notice of the shareholders' meeting. Such list shall be arranged by voting
group (and within each voting group by class or series of shares) and shall
show the address of and number of shares held by each shareholder. The
shareholders' list shall be made available for inspection by any shareholder
beginning two business days after notice of the meeting is given for which the
list was prepared and continuing through the meeting, at the corporation's
principal office or at such other place identified in the meeting notice in the
city where the meeting will be held. The corporation shall make the
shareholders' list available at the meeting, and any shareholder or his agent
or attorney is entitled to inspect the list at any time during the meeting or
any adjournment.

Section 1.8. Voting of Shares. Except as otherwise provided
by the articles of incorporation or by law, each outstanding share of voting
capital stock of the corporation shall be entitled to one vote on each matter
submitted to a vote at a meeting of the shareholders. Unless otherwise
provided in the articles of incorporation, cumulative voting for directors
shall not be allowed. Action on a matter by a voting group for which a quorum
is present is approved if the votes cast within the voting group favoring the
action exceed the votes cast opposing the action, unless the vote of a greater
number is required by law or by the articles of incorporation. Absent special
circumstances, the shares of the corporation are not entitled to vote if they
are owned, directly or indirectly, by a second corporation, domestic or
foreign, and the corporation owns, directly or indirectly, a majority of the
shares entitled to vote for directors of the second corporation, except that
this provision shall not limit the power of the corporation to vote shares held
by it in a fiduciary capacity.

Section 1.9. Conduct of Meeting and Order of Business. The
chairman of the board of directors shall act as chairman at all meetings of
shareholders and the secretary of the corporation or, in his absence, an
assistant secretary, shall act as secretary at all meetings of shareholders.
The chairman shall have the right and authority to determine and maintain the
rules, regulations and procedures for the proper conduct of the meeting,
including but not limited to restricting entry to the meeting after it has
commenced, maintaining order and the safety of those in attendance, opening and
closing the polls for voting, dismissing business not properly submitted, and
limiting time allowed for discussion of the business of the meeting.

Business to be conducted at meetings of shareholders shall be
limited to that properly submitted to the meeting either by or at the direction
of the board of directors or by any holder of voting securities of the
corporation who shall be entitled to vote at such meeting and who complies with
the

-2-
<PAGE> 6

notice requirements of applicable law or as otherwise set forth in the articles
of incorporation or the bylaws of the corporation. If the chairman of the
meeting shall determine that any business was not properly submitted, he shall
declare to the meeting that such business was not properly submitted and would
not be transacted at that meeting.

ARTICLE 2

BOARD OF DIRECTORS

Section 2.1. General Powers. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the board of directors.

Section 2.2. Number, Term, Qualification and Nomination. The
number of directors constituting the board of directors shall be not less than
nine nor more than 25 as may be fixed by resolution duly adopted by the board
of directors prior to the annual meeting at which such directors are to be
elected or by the shareholders, but in the absence of such resolution, the
number of directors elected at the meeting shall constitute the number of
directors of the corporation until the next annual meeting of shareholders.

The board of directors shall be divided into three classes as
equal in number as may be feasible, with the term of office of one class
expiring each year. The members of the initial board of directors shall be
divided into three classes as hereinafter provided, with directors of the first
class to hold office for a term expiring at the first annual meeting of
shareholders, directors of the second class to hold office for a term expiring
at the second annual meeting of shareholders and directors of the third class
to hold office for a term expiring at the third annual meeting of shareholders.
At each annual meeting of shareholders, successors to the directors whose terms
shall then expire shall be elected to hold office for terms expiring at the
third succeeding annual meeting. In case of any vacancies, by reason of an
increase in the number of directors or otherwise, each additional director may
be elected by the board of directors to hold office until the end of the term
he is elected to fill and until his successor shall have been elected and
qualified in the class to which such director is assigned and for the term or
remainder of the term of such class. Directors shall continue in office until
others are chosen and qualified in their stead. When the number of directors
is changed, any newly created directorships or any decrease in directorships
shall be so assigned among the classes by a majority of the directors then in
office, though less than a quorum, as to make all classes as equal in number as
may be feasible. No decrease in the number of directors shall shorten the term
of any incumbent director.

No person shall be elected nor shall continue to serve as a
director past the annual meeting if such person has, as of the date of the
annual meeting, reached the age of 70 years (67 years, effective January 1,
1997) or has retired from active participation in his principal business or
from the active practice of his principal profession; provided, however, that a
person who has served for five or more years as Chief Executive Officer of the
corporation may complete an unexpired term and may be re-elected a director for
up to three years after retirement from active service with the corporation.
Each director nominee must be the owner in his or her own right of shares of
stock of the corporation having a par value of not less than $1,000. Other
qualifications which shall be considered in the

-3-
<PAGE> 7

selection of director nominees are the extent of experience in business,
finance or management; the extent of knowledge in regional, national or
international business and finance; and the overall capacity to advise and
direct the corporation in meeting its responsibilities to shareholders,
customers, employees and the public.

Nominations for election as a director by the board of
directors in connection with any annual meeting or substitute annual meeting of
shareholders shall include the chairman and the president if such person is not
then a director or if his term as a director will expire at such meeting.
Nominations for election as a director by a holder of any outstanding class of
shares of the corporation entitled to vote for the election of directors shall
specify the class of directors to which each person is nominated, be made in
writing and be delivered or mailed to the chief executive officer of the
corporation not less than 14 days or more than 50 days prior to any meeting of
shareholders called for the election of directors; provided, if less than 21
days' notice of the meeting is given to shareholders, such notification of
nomination shall be mailed or delivered to the chief executive officer of the
corporation not later than the close of business on the seventh day following
the day on which the notice of meeting was mailed. Such notification shall
contain the following information to the extent known by the notifying
shareholder: (a) the name, age and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total number of shares
that will be voted for each proposed nominee; (d) the name and residence
address of the notifying shareholder; (e) the number of shares owned by the
notifying shareholder; and (f) a biographical profile of the individual with a
statement of his or her qualifications. Nominations not made in accordance
herewith may be disregarded by the chairman of the meeting in his discretion,
and upon his instructions the voting inspectors or tabulators may disregard all
votes cast for each such nominee.

Section 2.3. Removal. Any director may be removed from
office as a director, but only for cause, by the affirmative vote at a meeting
called as provided herein for that purpose, of at least 66-2/3% in interest of
the holders of voting stock of the corporation issued and outstanding,
including a majority in interest of the holders of issued and outstanding
voting stock of the corporation held by persons other than any person who is an
"Interested Shareholder" as defined in paragraph (3) of Article X.D of the
corporation's articles of incorporation; provided, the notice of the
shareholders' meeting at which such action is to be taken states that a purpose
of the meeting is removal of the director and the number of votes cast to
remove the director exceeds the number of votes cast not to remove him.

Section 2.4. Vacancies. Except as otherwise provided in the
articles of incorporation or these bylaws, a vacancy occurring in the board of
directors, including, without limitation, a vacancy resulting from an increase
in the number of directors or from the failure by the shareholders to elect the
full authorized number of directors, may be filled by a majority of the
remaining directors or by the sole director remaining in office. The
shareholders may elect a director at any time to fill a vacancy not filled by
the directors. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.

Section 2.5. Compensation. The directors shall have
authority to vote themselves reasonable compensation for their services as
directors. The directors may provide for their own indemnification and for the
indemnification of others, in accordance with these bylaws or as otherwise
authorized by law, and the directors may authorize the purchase of insurance in
connection therewith. Any director may serve the corporation in any other
capacity and receive compensation therefor.

-4-
<PAGE> 8

Section 2.6. Directors Emeritus. Upon retiring from the
board of directors, a director may be elected a director emeritus by the board
of directors. A director emeritus shall not have the right to vote and shall
not be charged with the responsibilities or be subject to the liabilities of
directors. A director emeritus may attend meetings of the board only upon
invitation of the directors.

ARTICLE 3

MEETINGS OF DIRECTORS

Section 3.1. Regular Meetings. Regular meetings of the board
of directors shall be held on the fourth Friday of January, April, July and
October of each year at the principal offices of the Company in Winston-Salem,
North Carolina or Atlanta, Georgia, unless the board of directors fixes some
other place or time for the holding of such meetings. If any date for which a
regular meeting is scheduled shall be a legal holiday, the meeting shall be
held on such other date as is designated in a notice of the meeting.

If possible, the directors, including directors-elect, shall
meet following each annual meeting of shareholders for the purpose of
organizing the board and electing officers for the succeeding year; provided,
in any event the new board shall be organized and officers elected no later
than at the next regular meeting of the directors.

Section 3.2. Special Meetings. Special meetings of the board
of directors may be called by or at the request of the chief executive officer
or any three directors. Such meetings may be held at the time and place
designated in the notice of the meeting.

Section 3.3. Notice of Meetings. Unless the articles of
incorporation provide otherwise, regular meetings of the board of directors
held on a date specified in or pursuant to the first sentence of Section 3.1
may be held without notice of the date, time, place or purpose of the meeting.
The secretary giving notice of a regular meeting to be held on a date other
than a date specified in or pursuant to the first sentence of Section 3.1, and
the secretary or other person calling a special meeting, shall give notice by
any usual means of communication to be sent at least 24 hours before the
meeting if notice is sent by means of telephone, telecopy or personal delivery
and at least five days before the meeting if notice is sent by mail.

Section 3.4. Quorum. Except as otherwise provided in the
articles of incorporation, a majority of the directors in office shall
constitute a quorum for the transaction of business at a meeting of the board
of directors, provided a majority of the directors present are not also
officers of the corporation. Less than a quorum may adjourn any meeting from
time to time, and the meeting as adjourned may be held without further notice.
In the event of the death, disability or other absence of directors due to war
or other catastrophe, reducing the number of directors able to attend a meeting
to less than that required for a quorum, a majority of the remaining directors
shall constitute a quorum.

Section 3.5. Manner of Acting. Except as otherwise provided
in the articles of incorporation, the affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.

-5-
<PAGE> 9

Section 3.6. Presumption of Assent. A director of the
corporation who is present at a meeting of the board of directors at which
action on any corporate matter is taken is deemed to have assented to the
action taken unless he objects at the beginning of the meeting (or promptly
upon arrival) to holding, or transacting business at, the meeting, or unless
his dissent or abstention is entered in the minutes of the meeting or unless he
shall file written notice of his dissent or abstention to such action with the
presiding officer of the meeting before its adjournment or with the corporation
immediately after adjournment of the meeting. The right of dissent or
abstention shall not apply to a director who voted in favor of such action.

Section 3.7. Action Without Meeting. Unless otherwise
provided in the articles of incorporation, action required or permitted to be
taken at a meeting of the board of directors may be taken without a meeting if
the action is taken by all members of the board. The action must be evidenced
by one or more written consents signed by each director before or after such
action, describing the action taken, and included in the minutes or filed with
the corporate records. Action taken without a meeting is effective when the
last director signs the consent, unless the consent specifies a different
effective date.

Section 3.8. Meeting by Communications Device. Unless
otherwise provided in the articles of incorporation, the board of directors may
permit any or all directors to participate in a regular or special meeting by,
or conduct the meeting through the use of, any means of communication by which
all directors participating may simultaneously hear each other during the
meeting. A director participating in a meeting by this means is deemed to be
present in person at the meeting.

ARTICLE 4

COMMITTEES

Section 4.1. Election and Powers. Unless otherwise provided
by the articles of incorporation, a majority of the board of directors may
create one or more committees and appoint two or more directors to serve at the
pleasure of the board on each such committee. To the extent specified by the
board of directors or in the articles of incorporation or the bylaws, each
committee shall have and may exercise the powers of the board in the management
of the business and affairs of the corporation, except that no committee shall
have authority to do the following:

(a) Authorize distributions.

(b) Approve or propose to shareholders action required to be
approved by shareholders.

(d) Amend the articles of incorporation.

(e) Adopt, amend or repeal the bylaws.

(f) Approve a plan of merger not requiring shareholder approval.

-6-
<PAGE> 10

(g) Authorize or approve the reacquisition of shares, except
according to a formula or method prescribed by the board of
directors.

(h) Authorize or approve the issuance, sale or contract for sale
of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares,
except that the board of directors may authorize the executive
committee (or a senior executive officer of the corporation)
to do so within limits specifically prescribed by the board of
directors.

The board of directors or the chief executive officer may establish nonboard
committees composed of directors, employees or others to deal with corporate
powers not required to be exercised by the board of directors.

Section 4.2. Removal; Vacancies. Any member of a committee
may be removed at any time with or without cause, and vacancies in the
membership of a committee by means of death, resignation, disqualification or
removal shall be filled by a majority of the whole board of directors.

Section 4.3. Meetings. The provisions of Article 3 governing
meetings of the board of directors, action without meeting, notice, waiver of
notice and quorum and voting requirements shall apply to the committees of the
board and its members.

Section 4.4. Minutes. Each committee shall keep minutes of
its proceedings and shall report thereon to the board of directors at or before
the next meeting of the board.

Section 4.5. Standing Committees. The directors annually
shall appoint the chairman and members of and establish the charter,
responsibilities and authority of the following standing committees: Audit,
Compliance, Corporate Governance and Nominating, Credit, Executive, Finance,
and Management Resources and Compensation. Each committee shall consist
entirely of directors. No active or former officer or employee of the
corporation shall serve on the Audit, Compliance, Corporate Governance and
Nominating, or Management Resources and Compensation Committee.

ARTICLE 5

OFFICERS

Section 5.1. Titles. The officers of the corporation shall
be a chief executive officer, a chairman of the board of directors, a
president, one or more vice presidents and a secretary and may include one or
more vice chairmen of the board of directors, one or more executive vice
presidents, a treasurer, a controller, a general auditor, one or more assistant
secretaries, one or more assistant treasurers, one or more assistant
controllers, and such other officers as shall be deemed necessary. The
officers shall have the authority and perform the duties as set forth herein or
as from time to time may be prescribed by the board of directors or by the
chief executive officer (to the extent that the chief executive officer is
authorized by the board of directors to prescribe the authority and duties of
officers). Any two or more offices may be held by the same individual, but no
officer may act in more than one capacity where action of two or more officers
is required.

-7-
<PAGE> 11

Section 5.2. Election; Appointment. The officers of the
corporation shall be elected from time to time by the board of directors or
appointed from time to time by the chief executive officer to the extent that
the chief executive officer is authorized by the board to appoint officers;
provided, the chief executive officer may from time to time elect one or more
assistant secretaries notwithstanding the absence of such authorization.

Section 5.3. Removal. Any officer may be removed by the
board at any time with or without cause whenever in its judgment the best
interests of the corporation will be served, but removal shall not itself
affect the officer's contract rights, if any, with the corporation.

Section 5.4. Vacancies. Vacancies among the officers may be
filled and new offices may be created and filled by the board of directors, or
by the chief executive officer to the extent authorized by the board.

Section 5.5. Compensation. Except as provided by Section
5.6, the compensation of the officers shall be fixed by, or under the direction
of, the Compensation, Nominating and Organization Committee or by such person
or persons to whom authority to fix compensation has been delegated by the
board or such Committee.

Section 5.6. Chief Executive Officer. The chief executive
officer of the corporation shall be elected annually by the directors and may
hold either or both of the titles of chairman and president. The chief
executive officer shall have overall responsibility and authority for
administering the affairs of the corporation and of all its subsidiary banks
and companies. He shall exercise all of the powers customarily exercised by a
chief executive officer of any corporation by whatever name called unless
expressly limited by the directors. All officers of the corporation shall
report to him to the extent he may require.

In the interim between meetings of the directors or meetings
of the Executive Committee, the chief executive officer may make appointments
pro tem to any office below the level of executive vice president, either for
the purpose of filling a vacancy or increasing the number of officers, such
appointees pro tem to hold office until the next succeeding regular or special
meeting of the directors, who may in their discretion approve, confirm or
revoke any such appointments. The compensation of all agents and employees of
the corporation other than senior officers shall be fixed by the chief
executive officer or by senior officers or committees appointed by the chief
executive officer. The compensation of all committee members shall also be
fixed by the chief executive officer. He shall have the power to execute in
the name and on behalf of the corporation, or to delegate such power to others,
all contracts or instruments of every character relating to real or personal
property without express authority of the directors unless such authority is
expressly limited by the directors.

It shall be the duty of the chief executive officer or his
designee to make a report of the corporation's performance and condition to the
shareholders at their annual meeting and to the directors at their regular
meetings including therein such recommendations as to the policy and conduct of
the business of the corporation as he may deem advisable. He shall be ex
officio a member of all committees of the board and shall preside at meetings
of shareholders; provided, that if the chief executive officer also has the
title of president, he may designate the chairman of the board to preside at
meetings of shareholders.

-8-
<PAGE> 12

Section 5.7. Chairman of the Board of Directors. The
chairman of the board of directors shall preside at all meetings of the board
of directors. The chairman of the board may but need not be an employee of the
corporation. If not elected chief executive officer, the chairman shall have
such other authority and shall perform such other duties as may from time to
time be conferred upon him herein or by the directors or by the chief executive
officer, and in the event of the disability or death of the chief executive
officer or president, he shall perform the duties of the chief executive
officer or president unless and until a new chief executive officer or
president is elected by the directors.

Section 5.8. President. If not elected chief executive
officer, the president shall have such authority and shall perform such duties
as may from time to time be conferred upon him by the directors or by the chief
executive officer, and in the event of disability of the chief executive
officer or chairman, he shall perform the duties of the chief executive officer
or chairman unless and until the Compensation, Nominating and Organization
Committee shall appoint an acting chief executive officer or chairman or until
a new chief executive officer or chairman is elected by the directors.

Section 5.9. Vice Chairmen. Vice chairmen shall have such
authority and shall perform such duties as may from time to time be conferred
upon them by the directors or by the chief executive officer.

Section 5.10. Vice Presidents. Vice presidents may be
designated as senior executive vice presidents, executive vice presidents,
regional vice presidents, group vice presidents, senior vice presidents, first
vice presidents, vice presidents and assistant vice presidents. The board of
directors shall annually elect such number of each designation as it may deem
proper. Each category of vice presidents shall have such responsibilities and
duties as shall be specifically assigned to them by the directors or by the
chief executive officer.

Section 5.11. Secretary. The secretary shall act as secretary
at all meetings of the shareholders and at all meetings of the directors. He
shall issue notices for such meetings in accordance with the requirements of
the bylaws. He shall have custody of the corporate seal and, upon request of
an officer authorized by the board of directors to execute on behalf of the
corporation an instrument relating to real or personal property, shall attest
any such instrument and shall perform such other duties as from time to time
shall be assigned to him by the directors or by the chief executive officer.

Section 5.12. Assistant Secretaries. Each assistant
secretary, if such officer is elected, shall have such powers and perform such
duties as may be assigned by the board of directors or the chief executive
officer (notwithstanding the absence of any authorization by the board of
directors to prescribe the authority and duties of officers), and the assistant
secretaries shall exercise the powers of the secretary during that officer's
absence or inability to act.

Section 5.13. Voting Upon Stocks. Unless otherwise ordered by
the board of directors, the chief executive officer (or such officer as the
chief executive officer shall designate) shall have full power and authority on
behalf of the corporation to attend, act and vote at meetings of the
shareholders of any corporation in which this corporation may hold stock, and
at such meetings shall possess and may exercise any and all rights and powers
incident to the ownership of such stock and which, as the owner, the
corporation might have possessed and exercised if present. The board of
directors may by resolution from time to time confer such power and authority
upon any other person or persons.

-9-
<PAGE> 13

ARTICLE 6

CAPITAL STOCK

Section 6.1. Certificates. Shares of the capital stock of
the corporation shall be represented by certificates. The name and address of
the persons to whom shares of capital stock of the corporation are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
records of the corporation. Certificates for shares of the capital stock of
the corporation shall be in such form not inconsistent with the articles of
incorporation of the corporation as shall be approved by the board of
directors. Each certificate shall be signed (either manually or by facsimile)
by the chief executive officer, the chairman or the president and by the
secretary or an assistant secretary. Each certificate may be sealed with the
seal of the corporation or a facsimile thereof.

Section 6.2. Transfer of Shares. Transfer of shares shall be
made on the stock transfer records of the corporation, and transfers shall be
made only upon surrender of the certificate for the shares sought to be
transferred by the recordholder or by a duly authorized agent, transferee or
legal representative. All certificates surrendered for transfer or reissue
shall be cancelled before new certificates for the shares shall be issued.

Section 6.3. Transfer Agent and Registrar. The board of
directors may appoint one or more transfer agents and one or more registrars of
transfers and may require all stock certificates to be signed or countersigned
by the transfer agent and registered by the registrar of transfers.

Section 6.4. Regulations. The board of directors may make
rules and regulations as it deems expedient concerning the issue, transfer and
registration of shares of capital stock of the corporation.

Section 6.5. Fixing Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other purpose, the board of
directors or the chief executive officer may fix in advance a date as the
record date for the determination of shareholders. The record date shall be
not more than 70 days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting shall be effective for any adjournment of the
meeting unless the board of directors fixes a new record date, which it shall
do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. If no record date is fixed for the
determination of shareholders, the record date shall be the day the notice of
the meeting is mailed or the day the action requiring a determination of
shareholders is taken.

Section 6.6. Lost Certificates. The corporation must
authorize the issuance of a new certificate in place of a certificate claimed
to have been lost, destroyed or wrongfully taken, upon receipt of (a) an
affidavit from the person explaining the loss, destruction or wrongful taking,
and (b) a bond from the claimant in such sum and with such surety or other
security and in such form acceptable to the corporation as the corporation may
reasonably direct to indemnify the corporation against loss from any claim with
respect to the certificate claimed to have been lost, destroyed or wrongfully
taken. The

-10-
<PAGE> 14

corporation may, in its discretion, waive the affidavit and bond and authorize
the issuance of a new certificate in place of a certificate claimed to have
been lost, destroyed or wrongfully taken.

ARTICLE 7

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 7.1. Indemnification Provisions. Any person who at
any time serves or has served as a director, officer or employee of the
corporation or of any wholly owned subsidiary or affiliate of the corporation,
or in such capacity at the request of the corporation for any other foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
as a trustee or administrator under any employee benefit plan of the
corporation or of any wholly owned subsidiary thereof (a "Claimant"), shall
have the right to be indemnified and held harmless by the corporation to the
fullest extent from time to time permitted by law against all liabilities and
litigation expenses (as hereinafter defined) in the event a claim shall be made
or threatened against that person in, or that person is made or threatened to
be made a party to, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, and
whether or not brought by or on behalf of the corporation, including all
appeals therefrom (a "proceeding"), seeking to hold the Claimant liable by
reason of the fact that he or she is or was serving in such capacity (whether
the basis of such proceeding is alleged action in such official capacity or in
any other capacity while serving in such official capacity); provided, such
indemnification shall not be effective with respect to (a) that portion of any
liabilities or litigation expenses with respect to which the Claimant is
entitled to receive payment under any insurance policy other than a directors'
and officers' insurance policy maintained by the Company or (b) any liabilities
or litigation expenses incurred on account of any of the Claimant's activities
which were at the time taken known or believed by the Claimant to be clearly in
conflict with the best interests of the corporation.

Section 7.2. Definitions. As used in this Article, (a)
"liabilities" shall include, without limitation, (1) payments in satisfaction
of any judgment, money decree, excise tax, fine or penalty for which the
Claimant had become liable in any proceeding and (2) payments in settlement of
any such proceeding subject, however, to Section 7.3; (b) "litigation expenses"
shall include, without limitation, (1) reasonable costs and expenses and
attorneys' fees and expenses actually and necessarily incurred by the Claimant
in connection with any proceeding and (2) reasonable costs and expenses and
attorneys' fees and expenses in connection with the enforcement of rights to
the indemnification granted hereby or by applicable law, if such enforcement is
successful in whole or in part; and (c) "disinterested directors" shall mean
directors who are not party to the proceeding in question.

Section 7.3. Settlements. The corporation shall not be
liable to indemnify the Claimant for any amounts paid in settlement of any
proceeding effected without the corporation's written consent. The corporation
will not unreasonably withhold its consent to any proposed settlement.

Section 7.4. Litigation Expense Advances.

(a) Subject to the provisions of subsections (b) and (c)
below, any litigation expenses shall be advanced to any Claimant within 60 days
of receipt by the General Counsel or secretary of the corporation of a demand
therefor, together with an undertaking (in such form as the corporation may

-11-
<PAGE> 15

prescribe from time to time) by or on behalf of the Claimant to repay to the
corporation such amount unless it is ultimately determined that the Claimant is
entitled to be indemnified by the corporation against such expenses. The
Claimant shall also forward to the General Counsel or secretary a statement as
to any insurance in effect of the type described in Section 7.1, together with
any information which the Claimant wishes to have considered in determining
whether the standards set forth below have been met. The General Counsel or
secretary shall promptly forward notice of the demand and undertaking
immediately to all directors of the corporation.

(b) In the event a demand for an advance of litigation
expenses is received from a Claimant who is or was a director or the chief
executive of the corporation, the General Counsel or secretary shall call a
meeting of a special committee (the "Special Committee"), the membership of
which shall include only disinterested directors, and such Special Committee
shall determine within 30 days thereafter, based upon the facts and information
then available to them, whether the Claimant's activities were at the time
taken known or believed by the Claimant to be clearly in conflict with the best
interests of the corporation. In making such determination, the Special
Committee shall consult with representatives of any insurance carrier having a
directors' and officers' liability policy in effect which covers the Claimant,
where such insurance has been purchased by the corporation. No such advance
shall be made if a majority of the Special Committee determines that the
litigation expenses have been incurred on account of activities which at the
time taken by such Claimant were known or believed by him to be clearly in
conflict with the best interests of the corporation. To the extent that any
Claimant shall be entitled to an advance under this Section, it shall be a
further condition to such advance that counsel selected by a Claimant be
approved by the corporation and to the extent deemed necessary by the
corporation the selection of such counsel shall also be approved by the carrier
of any directors' and officer's liability insurance then in effect. The
corporation also reserves the right, in the instance of multiple Claimants, to
require, if appropriate, the consolidation of the defense of Claimants with
counsel chosen by the corporation. No such advance of any particular items of
litigation expenses shall be made if a majority of the Special Committee
affirmatively determines that such particular items are unreasonable and/or
excessive. In any such case, the Special Committee must determine the
unreasonable or excessive amount, and the Company shall withhold advances of
expenses only in the dollar amount so determined as excessive and/or
unreasonable.

(c) In the discretion of the chief executive officer or
his designee, the Special Committee procedures set forth in Section 7.4(b) may
be deemed to apply to a demand for an advance of litigation expenses received
from a Claimant not referred to in the first sentence of Section 7.4(b)
(including but not limited to a Claimant who is or was an officer (other than
the chief executive officer) or employee of the corporation or a director,
officer or employee of a subsidiary of the corporation). Alternatively, the
chief executive officer or his designee may cause the Special Committee
procedures set forth in subsection (b) to be waived and, in lieu thereof, the
chief executive officer or his designee may determine whether the applicable
standard of conduct required by Section 7.4(b) has been met, whether the amount
of such expenses is reasonable and the amount of such expenses, if any, that
are unreasonable or excessive and consequently are to be withheld.

Section 7.5. Approval of Indemnification Payments. Except as
may be determined in an action brought pursuant to Section 7.6 below,
indemnification payments by the corporation for liabilities and litigation
expenses (or a termination of the undertaking required under Section 7.4 above
with respect to advanced expenses) may be made only following a determination
that the activities of the Claimant (if the Claimant is or was a director of
the corporation) were not of the kind described in

-12-
<PAGE> 16

Section 7.4(b), which determination shall be made (a) by a majority of the
disinterested directors (if there are at least two such directors), or (b) if
there are not two such directors, or if a majority of the disinterested
directors so directs, by independent legal counsel in a written opinion, or (c)
by a majority of the shareholders or (d) in accordance with any other
reasonable procedures prescribed by the board of directors prior to the
assertion of the claim for which indemnification is sought. The reasonableness
of amounts of settlements and litigation expenses may be approved by a majority
of the disinterested members of the board of directors. If the Claimant is an
officer or employee of the corporation, the determination required by this
paragraph may be made by the chief executive officer of the corporation or his
designee.

Section 7.6. Suits by Claimant. If a claim under Section 7.1
is not paid in full by the corporation within 60 days after a written claim has
been received by the corporation, or a demand for advances is not paid within
60 days of receipt by the corporation of such demand accompanied by an
undertaking as described in Section 7.4, the Claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim or demand. It shall be a defense to any such action that the
Claimant's liabilities or litigation expenses were incurred on account of
activities which were at the time taken known or believed by the Claimant to be
clearly in conflict with the best interests of the corporation, or were
unreasonable, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its
disinterested directors, independent legal counsel, shareholders or the chief
executive officer or his designee, if applicable) to have made a determination
prior to the commencement of such action that indemnification of the Claimant
is proper in the circumstances, nor an actual determination by the corporation
(including its disinterested directors, independent legal counsel, shareholders
or the chief executive officer or his designee, if applicable) that the
Claimant had not met such applicable standard of conduct shall be a defense to
the action or create a presumption that Claimant has not met the applicable
standard of conduct.

Section 7.7. Consideration; Personal Representatives and
Other Remedies. Any Claimant who during such time as this Article or
corresponding provisions of predecessor bylaws is or has been in effect serves
or has served in any of the capacities described in Section 7.1 shall be deemed
to be doing so or to have done so in reliance upon, and as consideration for,
the right of indemnification provided herein or therein. The right of
indemnification provided herein or therein shall inure to the benefit of the
legal representatives of any Claimant hereunder, and the right shall not be
exclusive of any other rights to which the Claimant or legal representative may
be entitled apart from this Article.

Section 7.8. Scope of Indemnification Rights. The rights
granted herein shall not be limited by the provisions of Section 55-8-51 of the
General Statutes of North Carolina or any successor statute.

ARTICLE 8

GENERAL PROVISIONS

Section 8.1. Dividends and other Distributions. The board of
directors may from time to time declare and the corporation may pay dividends
or make other distributions with respect to its outstanding shares in the
manner and upon the terms and conditions provided by law. If the board of
directors does not fix the record date for determining shareholders entitled to
a distribution, the record date shall be the date the board of directors
authorizes the distribution (other than a distribution

-13-
<PAGE> 17

involving a purchase, redemption or other acquisition of the corporation's
shares, for which no record date is required to be fixed).

Section 8.2. Seal. The seal of the corporation shall be any
form approved from time to time or at any time by the board of directors.

Section 8.3. Waiver of Notice. Whenever notice is required
to be given to a shareholder, director or other person under the provisions of
these bylaws, the articles of incorporation or applicable law, a waiver in
writing signed by the person or persons entitled to the notice, whether before
or after the date and time stated in the notice, and delivered to the
corporation shall be equivalent to giving the notice.

Section 8.4. Checks. All checks, drafts or orders for the
payment of money shall be signed by the officer or officers or other
individuals that the board of directors or chief executive officer may from
time to time authorize.

Section 8.5. Fiscal Year. The fiscal year of the corporation
shall be the calendar year or such other period fixed by the board of
directors.

Section 8.6. Amendments. Unless otherwise provided in the
articles of incorporation or a bylaw adopted by the shareholders or by law,
these bylaws may be amended or repealed by the board of directors, except that
a bylaw adopted, amended or repealed by the shareholders may not be readopted,
amended or repealed by the board of directors if neither the articles of
incorporation nor a bylaw adopted by the shareholders authorizes the board of
directors to adopt, amend or repeal that particular bylaw or the bylaws
generally. These bylaws may be amended or repealed by the shareholders even
though the bylaws may also be amended or repealed by the board of directors. A
bylaw that fixes a greater quorum or voting requirement for the board of
directors may be amended or repealed (a) if originally adopted by the
shareholders, only by the shareholders, unless such bylaw as originally adopted
by the shareholders provides that such bylaw may be amended or repealed by the
board of directors or (b) if originally adopted by the board of directors,
either by the shareholders or by the board of directors. A bylaw that fixes a
greater quorum or voting requirement may not be adopted by the board of
directors by a vote less than a majority of the directors then in office and
may not itself be amended by a quorum or vote of the directors less than the
quorum or vote prescribed in such bylaw or prescribed by the shareholders.

Section 8.7. Applicability of Antitakeover Statutes. The
provisions of Article 9 of the North Carolina Business Corporation Act,
entitled "Shareholder Protection Act," shall not be applicable to the
corporation.

-14-

<PAGE> 1

EXHIBIT 10.1

EXECUTIVE RETIREMENT AGREEMENT

THIS EXECUTIVE RETIREMENT AGREEMENT, made and entered into as
of the _____ day of ______________, 199___, by and between Wachovia Corporation
(the "Corporation"), a North Carolina corporation, and _____________________
(the "Executive"), a senior management employee of the Corporation;

R E C I T A L S

The Executive is a senior management employee of the
Corporation, and as such has rendered and is expected to continue to render
valuable services in behalf of the Corporation. The Compensation, Nominating
and Organization Committee (the "Committee") of the Corporation desires for the
Corporation to provide the Executive with supplemental retirement benefits
partially in recognition of such services. In addition, the Committee has
determined that providing such benefits will make the Corporation's benefits
package more competitive with packages offered by many other employers and will
facilitate management succession planning for the Corporation.

NOW, THEREFORE, the Corporation and the Executive hereby mutually agree as
follows:

Section 1. Definitions. When used herein, the words and phrases below
shall have the meanings set forth, unless a different meaning is clearly
required by the context. Terms used but not defined herein, and which are
defined in the Retirement Plan, shall have the meaning assigned to them in the
Retirement Plan. Masculine pronouns include feminine pronouns wherever used
and vice versa.

1.1 "Board of Directors" means the Board of Directors of
the Corporation.

1.2 "Code" means the Internal Revenue Code of 1986, as it
may be amended from time to time.

1.3 "Effective Date" means ______________________.

1.4 "Final Average Compensation" means the average of the
annual compensation of the Executive for the three full calendar years within
the final five full calendar years of his employment which will produce the
highest average. For this purpose, the compensation of the Executive shall
mean his total cash remuneration from the Corporation, including bonuses paid
for each year under the Corporation's Senior Management Incentive Plan, plus
the sum of: (a) any salary reduction amounts which the Executive elects to
have contributed with respect to him to a qualified cash or deferred
arrangement under Section 401(k) of the Code, to a benefit equalization 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. Amounts described in (a) and (b) shall be deemed received at the
time the Executive would have received them but for the programs described in
(a) and (b).

<PAGE> 2

1.5 "Normal Retirement Date" means the first day of the
month coincident with or next following the date the Executive attains age
sixty.

1.6 "Other Pension Plan" means any defined benefit
pension plan, other than the Retirement Plan, in which the Executive is a
participant and which is qualified under Section 401(a) of the Code and is
maintained by the Corporation or a subsidiary of the Corporation.

1.7 "Retirement Date" means the date the Executive
retires under this Agreement on account of early or normal retirement.

1.8 "Retirement Plan" means the Retirement Income Plan of
Wachovia Corporation and any successor thereto.

1.9 "Supplemental Benefit" means the monthly benefit
payable to the Executive under this Agreement.

Section 2. Normal Retirement. At his Normal Retirement Date, the
Executive will retire and will be entitled to receive the Supplemental Benefit,
computed in the form of a single life annuity for his life. The monthly amount
of the Supplemental Benefit shall equal one-twelfth of the product of two and
one-half percent of the Executive's Final Average Compensation times the number
of years of his creditable service determined under the provisions of the
Retirement Plan (subject to a maximum of 62.5%), reduced by the monthly amount
payable under the Retirement Plan and any Other Pension Plan. The offset shall
equal the monthly amounts actually payable under the Retirement Plan and any
Other Pension Plan, based on the payment option elected by the Executive.

Section 3. Early Retirement. If the Executive has attained his
fifty-fifth birthday but has not attained his Normal Retirement Date, and has
ten or more years of service, he may elect early retirement as of the first day
of any calendar month following written notice of at least ninety days to the
Corporation and the Committee. The Supplemental Benefit of the Executive who
elects early retirement shall equal the benefit determined under Section 2 as
of such date, reduced by five percent for each year (with proportionate
allowance for complete months) by which the starting date of the benefit
precedes attainment of his sixtieth birthday. With the consent of the
Committee, the Supplemental Benefit shall be payable to the Executive pursuant
to Section 2 commencing as of the first day of any calendar month on or after
his early retirement and before his Normal Retirement Date. The request for
benefit payment must be filed by the Executive in writing with the Committee at
least thirty days prior to the date payments are requested to commence.

Section 4. Spouse's Supplemental Benefit. If the Executive shall be
married on his Retirement Date, and shall die thereafter survived by such
spouse, or if the Executive shall die prior to his Retirement Date and shall be
married on the date of his death, such spouse shall be entitled to a monthly
supplemental benefit (herein the "Spouse's Supplemental Benefit") payable for
life and equal to 60% of the monthly amount of the Supplemental Benefit payable
to the Executive (assuming, for an Executive who shall die prior to his
Retirement Date, that the Executive had retired on the date immediately
preceding the date of his death and that the years

- 2 -
<PAGE> 3

of his creditable service included the years and fractions thereof from the
date of death to his Normal Retirement Date), before applying the reduction for
the monthly amount payable to the Executive under the Retirement Plan and any
Other Pension Plan, but reduced by the monthly amount, if any, payable to the
spouse under the Retirement Plan and any Other Pension Plan in the calendar
month next following the death of the Executive. Notwithstanding the
provisions of this Section 4 or Section 7(k), in no event shall the Spouse's
Supplemental Benefit be less than the amount payable with respect to the
Executive under the Equalization Plan discussed in Section 7(k). The monthly
amount of the Spouse's Supplemental Benefit shall be payable on the first day
of each calendar month following the death of the Executive and preceding the
death of such spouse.

Section 5. Optional Forms of Payment. Notwithstanding the provisions of
Sections 2 through 4, the present value of the sum of the Supplemental Benefit
and the Spouse's Supplemental Benefit (if any) may, at the request of the
Executive and with the consent of the Executive's spouse (if any) and the
Committee, be payable in cash in a lump sum within thirty days following the
Retirement Date of the Executive. Such present value shall be the actuarial
equivalent (as defined in the Retirement Plan) of the Supplemental Benefit and
Spouse's Supplemental Benefit (if any). The request for a lump sum
distribution, and the consent of the Executive's spouse, must be filed by the
Executive with the Committee at least sixty days prior to the Retirement Date.
Such consent shall be in writing on a form provided by the Committee.

Section 6. Disability. In the event the Executive suffers a disability
(as defined in the Retirement Plan) prior to the Retirement Date, the Executive
shall continue to accrue a Supplemental Benefit under this Agreement based upon
the Final Average Compensation of the Executive as of the last date the
Executive was paid by the Corporation (including sick pay) and taking into
account the period from the disability of the Executive to the Normal
Retirement Date as creditable service for purposes of this Agreement. The
Supplemental Benefit of the Executive who is disabled shall be determined and
payable as of the Normal Retirement Date of the Executive.

Section 7. Miscellaneous.

(a) The Executive shall forfeit any right to the
Supplemental Benefit or any other rights hereunder (including the
Spouse's Supplemental Benefit) if he (i) declines to retire at his
Normal Retirement Date, (ii) terminates employment with the
Corporation prior to his Retirement Date without written consent of
the Committee, or (iii) is terminated for "cause." Termination for
cause shall arise if the Executive's employment by the Corporation is
terminated because of or arising out of: (A) criminal dishonesty, (B)
refusal to perform his employment duties for the Corporation on
substantially a full-time basis, (C) refusal to act in accordance with
any specific substantive instructions of the Corporation's Chief
Executive Officer or Board of Directors, or (D) engaging in conduct
which could be materially damaging to the Corporation without a
reasonable good faith belief by the Executive that such conduct was in
the best interest of the Corporation.

- 3 -
<PAGE> 4

(b) The Supplemental Benefit shall cease to be paid to
the Executive (and rights to the Spouse's Supplemental Benefit shall
terminate) if he shall disclose material confidential information or
trade secrets concerning the Corporation or any of its subsidiaries
without the Corporation's consent, or shall engage in any activity
that is materially damaging to the Corporation including, but not
limited to, engaging in competitive employment at any time. The
Executive shall be deemed to engage in competitive employment if he
shall render services as a employee, officer, director, consultant or
otherwise, for any employer which conducts a principal business or
enterprise that competes directly with the Corporation or any
subsidiary or affiliate of the Corporation. The Committee shall have
authority to cease payments under this paragraph (b), and the
determination of the Committee shall be final and conclusive. Upon the
request of the Executive, the Committee may grant an advance opinion
as to whether a proposed activity would violate the provisions of this
paragraph (b).

(c) The Executive acknowledges that he has entered into
this Agreement of his own free will and without duress. In
consideration of the mutual obligations and covenants hereunder, the
Executive unconditionally releases the Corporation and its
subsidiaries, and their respective directors, officers, employees and
shareholders, from any and all claims, liabilities and obligations of
any nature pertaining to termination of the Executive's employment by
the Corporation or any of its subsidiaries, including but not limited
to (i) any claims under federal, state or local laws prohibiting
discrimination including without limitation the Age Discrimination in
Employment Act of 1967, as amended, or (ii) any claims growing out of
any alleged legal restrictions on the Corporation's right to terminate
the Executive's employment, such as any alleged implied contract of
employment or termination contrary to public policy. The Executive
acknowledges that he has been advised to consult with an attorney
prior to signing this Agreement, that he has had no less than
twenty-one days to consider this Agreement prior to the execution
hereof, and that he may revoke this Agreement at any time within seven
days following execution hereof.

(d) This Agreement shall be administered and interpreted
by the Committee or its duly authorized designee, whose decisions
shall be final. Wherever applicable, interpretation of this Agreement
shall be consistent with the terms of the Retirement Plan.

(e) Nothing in this Agreement shall be construed as
giving the Executive the right to be retained in the employ of the
Corporation or any subsidiary of the Corporation at all or for any
specified period in any particular position, or any right to any
payment whatsoever except to the extent provided for by this
Agreement.

(f) Notwithstanding any other provisions hereof, if any
person entitled to receive payments hereunder (the "recipient") shall
be physically or mentally or legally incapable of receiving or
acknowledging receipt of such payment, the

- 4 -
<PAGE> 5

Corporation, upon the receipt of satisfactory evidence that another
person or institution is maintaining the recipient and that no
guardian or committee has been appointed for the recipient, may cause
such payment to be made to such person or institution so maintaining
the recipient.

(g) Nothing in this Agreement and no action taken
pursuant to the provisions of this Agreement shall create or shall be
construed as creating a trust of any kind, or a fiduciary relationship
between the Corporation and the Executive or any other person. Any
amounts which are or may be set aside hereunder shall continue for all
purposes to be a part of the general funds of the Corporation, and no
person other than the Corporation shall, by virtue of the provisions
of this Agreement, have any interest in such funds. To the extent
that any person acquires a right to receive payments from the
Corporation hereunder, such right shall be no greater than the right
of any unsecured general creditor of the Corporation.

(h) The benefits payable under this Agreement may not be
assigned by the Executive or any other person nor anticipated in any
way.

(i) The Committee may, in its sole discretion, terminate,
suspend or amend this Agreement at any time or from time to time, in
whole or in part; provided, that except as otherwise specifically
provided herein no such termination, suspension or amendment made
following the date that payments commence hereunder will affect the
right of any person to receive benefits earned hereunder.

(j) This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.

(k) In the event the Executive shall qualify to receive
payments under this Agreement and under the Wachovia Corporation
Retirement Income Benefit Equalization Plan (the "Equalization Plan"),
payments shall be made hereunder rather than and in lieu of payments
under the Equalization Plan, and neither the Executive nor any other
person claiming under or through him shall thereupon have any further
rights or be entitled to any benefits under the Equalization Plan.
The execution of this Agreement by the Executive constitutes a release
by the Executive of all rights and benefits under the Equalization
Plan.

(l) [OPTIONAL]If the Executive [was a participant in the
South Carolina National Corporation Supplemental Executive Retirement
Plan] OR [was a party to a Supplemental Retirement Agreement between
the Executive and First Atlanta Corporation] (referred to herein as
the "Predecessor SERP"), in no event shall the Supplemental Benefit or
Spouse's Supplemental Benefit payable under this Agreement be less
than the benefit determined pursuant to the Predecessor SERP had such
Predecessor SERP remained in effect until the Retirement Date of the
Executive. The execution of this Agreement by the

- 5 -
<PAGE> 6

Executive constitutes a release by the Executive of all rights and
benefits under the Predecessor SERP.

(l) [OPTIONAL]This Agreement amends, replaces and supersedes the prior
Executive Retirement Agreement between the Executive and the
Corporation dated ___________________________.

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

WACHOVIA CORPORATION

By:
------------------------------
Chief Executive Officer

Attest:

- -------------------------------
Secretary

[Corporate Seal]

(SEAL)
---------------------------------------
Executive

- 6 -

<PAGE> 1
EXHIBIT 10.2

EXECUTIVE RETIREMENT AGREEMENT

THIS EXECUTIVE RETIREMENT AGREEMENT, made and entered into as
of the 27th day of January, 1995, by and between WACHOVIA CORPORATION (the
"Corporation"), a North Carolina corporation, and ROBERT S. McCOY, JR. (the
"Executive"), a senior management employee of the Corporation;

R E C I T A L S

NOW, THEREFORE, the Corporation and the Executive hereby
mutually agree as follows:

1.1 "Board of Directors" means the Board of Directors of
the Corporation.

1.2 "Code" means the Internal Revenue Code of 1986, as it
may be amended from time to time.

1.3 "Effective Date" means January 27, 1995.

<PAGE> 2

1.5 "Normal Retirement Date" means the first day of the
month coincident with or next following the date the Executive attains age
sixty.

1.7 "Retirement Date" means the date the Executive
retires under this Agreement on account of early or normal retirement.

1.8 "Retirement Plan" means the Retirement Income Plan of
Wachovia Corporation and any successor thereto.

1.9 "Supplemental Benefit" means the monthly benefit
payable to the Executive under this Agreement.

Section 2. Normal Retirement. At his Normal Retirement Date, the
Executive will retire and will be entitled to receive the Supplemental Benefit,
computed in the form of a single life annuity for his life. The monthly amount
of the Supplemental Benefit shall equal one-twelfth of the product of
fifty-five percent (55%), increased by one percentage point for each year of
creditable service (as determined under the Retirement Plan) in excess of ten
years, provided that the maximum percentage as increased does not exceed sixty
percent (60%), multiplied by the Executive's Final Average Compensation,
reduced by the monthly amount payable under the Retirement Plan and any Other
Pension Plan. The offset shall equal the monthly amounts actually payable
under the Retirement Plan and any Other Pension Plan, based on the payment
option elected by the Executive.

- 2 -
<PAGE> 3

Executive had retired on the date immediately preceding the date of his
death and that the years of his creditable service included the years and
fractions thereof from the date of death to his Normal Retirement Date), before
applying the reduction for the monthly amount payable to the Executive under
the Retirement Plan and any Other Pension Plan, but reduced by the monthly
amount, if any, payable to the spouse under the Retirement Plan and any Other
Pension Plan in the calendar month next following the death of the Executive.
Notwithstanding the provisions of this Section 4 or Section 7(k), in no event
shall the Spouse's Supplemental Benefit be less than the amount payable with
respect to the Executive under the Equalization Plan discussed in Section 7(k).
The monthly amount of the Spouse's Supplemental Benefit shall be payable on the
first day of each calendar month following the death of the Executive and
preceding the death of such spouse.

Section 7. Miscellaneous.

- 3 -
<PAGE> 4

(b) The Supplemental Benefit shall cease to be paid to
the Executive (and rights to the Spouse's Supplemental Benefit shall
terminate) if he shall disclose material confidential information or
trade secrets concerning the Corporation or any of its subsidiaries
without the Corporation's consent, or shall engage in any activity
that is materially damaging to the Corporation including, but not
limited to, engaging in competitive employment at any time. The
Executive shall be deemed to engage in competitive employment if he
shall render services as a employee, officer, director, consultant or
otherwise, for any employer which conducts a principal business or
enterprise that competes directly with the Corporation or any
subsidiary or affiliate of the Corporation. The Committee shall have
authority to cease payments under this paragraph (b), and the
determination of the Committee shall be final and conclusive. Upon
the request of the Executive, the Committee may grant an advance
opinion as to whether a proposed activity would violate the provisions
of this paragraph (b).

(c) The Executive acknowledges that he has entered into
this Agreement of his own free will and without duress. In
consideration of the mutual obligations and covenants hereunder, the
Executive unconditionally releases the Corporation and its
subsidiaries, and their respective directors, officers, employees and
shareholders, from any and all claims, liabilities and obligations of
any nature pertaining to termination of the Executive's employment by
the Corporation or any of its subsidiaries, including but not limited
to (i) any claims under federal, state or local laws prohibiting
discrimination including without limitation the Age Discrimination
in Employment Act of 1967, as amended, or (ii) any claims growing out
of any alleged legal restrictions on the Corporation's right to
terminate the Executive's employment, such as any alleged implied
contract of employment or termination contrary to public policy. The
Executive acknowledges that he has been advised to consult with an
attorney prior to signing this Agreement, that he has had no less than
twenty-one days to consider this Agreement prior to the execution
hereof, and that he may revoke this Agreement at any time within
seven days following execution hereof.

- 4 -
<PAGE> 5

(h) The benefits payable under this Agreement may not be
assigned by the Executive or any other person nor anticipated in any
way.

(j) This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.

(l) In no event shall the Supplemental Benefit or
Spouse's Supplemental Benefit payable under this Agreement be less
than the benefit determined pursuant to the South Carolina National
Corporation Executive Retirement Plan (the "Predecessor SERP") had
such Predecessor SERP remained in effect until the Retirement Date of
the Executive. The execution of this Agreement by the Executive
constitutes a release by the Executive of all rights and benefits
under the Predecessor SERP.

- 5 -
<PAGE> 6

(m) This Agreement amends, replaces and supersedes the
prior Executive Retirement Agreement between the Executive and the
Corporation dated February 1, 1992, as amended July 23, 1993.

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

<TABLE>
<S> <C>
WACHOVIA CORPORATION

By: /s/ L.M. Baker, Jr.
---------------------------------
Chief Executive Officer

Attest:

/s/ Alice Washington Grogan
- ----------------------------
Secretary

[Corporate Seal]

/s/ Robert S. McCoy, Jr. (SEAL)
--------------------------------------
Executive
</TABLE>

- 6 -

<PAGE> 1
EXHIBIT 10.3

WACHOVIA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING
BENEFIT EQUALIZATION PLAN

Section 1. Name and Purpose. The name of this plan is
Wachovia Corporation Retirement Savings and Profit-Sharing Benefit Equalization
Plan (the "Plan"). The purpose of the Plan is to help motivate and retain
dedicated and continued service of selected management employees of Wachovia
Corporation and its affiliates ("Wachovia") by protecting such employees from
the loss of benefits under the Retirement Savings and Profit-Sharing Plan of
Wachovia Corporation, as amended from time to time (the "RSPSP"), resulting
from application of certain statutory restrictions, and by providing benefits
comparable to those provided under the RSPSP for other eligible employees whose
benefits are not reduced because of such restrictions. Terms used but not
defined herein, and which are defined in the RSPSP, shall have the meanings
assigned to them in the RSPSP.

Section 2. Administration. The Compensation, Nominating
and Organization Committee of Wachovia Corporation (the "Committee") shall
administer, construe and interpret the Plan, and any determination by the
Committee shall be conclusive and binding on all persons affected thereby. The
Committee may adopt and amend from time to time by-laws or rules, not
inconsistent with the provisions of the Plan. The Committee may correct errors
and, so far as practicable, may adjust any benefit or payment or credit
accordingly. No member of the Committee shall be liable for any act done or
determination made in good faith.

Section 3. Participants. The Participants in the Plan
shall be the management employees of Wachovia who are selected as Participants
by the Committee. The participation of a selected management employee in the
Plan shall be effective as of the date designated by the Committee. Each
Participant shall receive as evidence of participation in the Plan a
Certificate of Participation substantially in the form of Exhibit A hereof.

Section 4. Equalization Allocations. As of each
adjustment date under the RSPSP, the following steps shall be taken in the
order set forth below:

(a) Wachovia shall determine the amount of any
contribution then allocable to the account of the Participant under
the RSPSP but for the application of any statutory contribution
restriction applicable to the RSPSP under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). Such amount
shall be referred to herein as the Participant's "Restricted Amount."
By way of illustration and not limitation, the statutory contribution
restrictions to be taken into account in determining the Restricted
Amount of the Participant shall include the restrictions found in
Sections 401(a)(4), 401(a)(17), 401(a)(30), 401(k), 401(m), 402(g) and
415 of the Code, or any successors thereto or similar statutory
restrictions enacted in the future. In the event a contribution is
allocated to the RSPSP account of the Participant and is subsequently
distributed to the Participant or forfeited because of a statutory
contribution restriction, such distributed or forfeited amount shall
be treated for purposes of this Plan as a Restricted Amount as of the
adjustment date coincident with or next following such distribution or
forfeiture.

(b) The Restricted Amount of each Participant shall be
allocated to a book account maintained by Wachovia for the Participant
(the "Benefit Equalization Account").
<PAGE> 2

(c) Any amounts distributed from the Benefit Equalization
Account in accordance with Section 7 since the next preceding
adjustment date shall be debited.

(d) The Benefit Equalization Account of each Participant
shall be credited with an amount equivalent to interest computed by
multiplying the amount then in the Benefit Equalization Account,
excluding any Restricted Amount allocated to the Benefit Equalization
Account as of such adjustment date, by the rate determined in
accordance with the provisions of Exhibit B hereof.

Section 5. Deferral Agreement. As a condition of
participation in the Plan, each Participant shall execute a Deferral Agreement
substantially in the form of Exhibit C hereof. Pursuant to the Deferral
Agreement, the Participant shall agree to defer payment of his compensation
from Wachovia equal to the Restricted Amount described in Section 4, less the
portion of such Restricted Amount attributable to supplemental contributions by
Wachovia. The Deferral Agreement shall be executed prior to the date the
Participant first enters the Plan and shall continue in effect for each year
thereafter in which he remains a Participant.

Section 6. SERP Transfer Account. Notwithstanding the
provisions of Section 3, each employee of Wachovia who, as of January 27, 1995
(the "Termination Date"), was a participant in the South Carolina National
Corporation Supplemental Executive Retirement Plan or was a party to a
Supplemental Retirement Agreement with First Atlanta Corporation (such plan or
agreement is referred to herein as a "Predecessor SERP"), but who had not
completed ten or more years of service and attained age fifty-five, shall be a
Participant in this Plan (for purposes of this Section 6, such Participant is
referred to as a "Predecessor SERP Participant"). As of the Effective Date set
forth in Section 15, a book reserve account shall be established by Wachovia
(the "SERP Transfer Account") with respect to each Predecessor SERP
Participant. The SERP Transfer Account of each Predecessor SERP Participant
shall be credited on the Effective Date with an amount equal to the lump sum
present value (determined in accordance with the actuarial assumptions set
forth in the Retirement Income Plan of Wachovia Corporation) of the benefit
earned under the Predecessor SERP by the Predecessor SERP Participant as of the
Termination Date (the "Predecessor SERP Benefit"). The Predecessor SERP
Benefit shall equal the product of (a) multiplied by (b), where (a) is the
amount of benefit which would be payable under the terms of the Predecessor
SERP to the Predecessor SERP Participant upon retirement at the age of
sixty-two, determined by projecting service to age sixty-two and by assuming
that the final average compensation of the Predecessor SERP Participant for
purposes of the Predecessor SERP is equal to the greater of (i) his final
average compensation as of the Termination Date, or (ii) his total annualized
compensation (equal to the base rate of pay in effect on the Termination Date
and the bonuses paid with respect to 1994 under Wachovia's Senior Management
Incentive Plan and amounts deferred under any plan or arrangement with Wachovia
for the year ending on December 31, 1994), and (b) is a fraction, the numerator
of which is the number of years of service which the Predecessor SERP
Participant has completed on the Termination Date, and the denominator of which
is the number of years of service which the Predecessor SERP Participant would
have completed if he had remained an employee of Wachovia until age sixty-two.
The SERP Transfer Account of a Predecessor SERP Participant shall be fully
vested at all times. The SERP Transfer Account shall be adjusted as of each
adjustment date in the same manner as the Benefit Equalization Account as
described in Section 4, and shall be payable as described in Section 7.
Following the establishment of the SERP Transfer Account pursuant to this
Section 6, the Predecessor SERP Participant shall have no further rights or
benefits under the Predecessor SERP.

2
<PAGE> 3

Section 7. Payment of Benefits. The amount in the
Benefit Equalization Account or SERP Transfer Account of a Participant (the
"Participant's Benefit") shall be paid to the same person or persons as the
benefit of the Participant 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.

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
payment 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 7. Such election shall be made by the Participant in writing on a
form provided by the Committee.

Section 8. Expenses of Administering Plan. All expenses
of administering the Plan shall be borne by Wachovia and no part thereof shall
be charged against the benefit of any Participant.

Section 9. Termination or Amendment of Plan. The
Committee may at any time terminate the Plan as applied to any one or more
Participants, or amend the Plan in any respect, except that any termination or
amendment of the Plan shall not affect rights to payments hereunder with
respect to any Participant to the extent of amounts then in his Benefit
Equalization Account or SERP Transfer Account (subject to the credits and
debits as provided in Section 4 until the Participant's Benefit is fully
distributed), unless the Participant shall consent thereto in writing.

Section 10. Assignment. The right of a Participant or
any other person to the payment of benefits hereunder shall not be assigned,
transferred, pledged or encumbered, except for transfers on account of death of
the recipient thereof.

Section 11. No Trust; Unsecured Interest. Nothing
contained in the Plan and no action taken pursuant to the provisions of the
Plan shall create or shall be construed as creating a trust of any kind, nor a
fiduciary relationship between Wachovia and any Participant, any Participant's
designated beneficiaries, or any other person. Any amounts which are or may be
set aside in deferred expense accounts to cover expenditures anticipated under
the provisions of the Plan shall continue for all purposes to be a part of the
general funds of Wachovia, and no person other than Wachovia shall, by virtue
of the provisions of the Plan, have any interest

3
<PAGE> 4

in such funds. To the extent that any person acquires a right to receive
payments from Wachovia under the Plan, such right shall be no greater than the
right of any unsecured general creditor of Wachovia.

Section 12. Facility of Payment. Notwithstanding any
other provisions hereof, if any person entitled to receive payments hereunder
(the "recipient") shall be physically or mentally or legally incapable of
receiving or acknowledging receipt of any benefit payable hereunder, Wachovia,
upon the receipt of satisfactory evidence that another person or institution is
maintaining the recipient and that no guardian or committee has been appointed
for the recipient, may cause such benefit otherwise payable to the recipient to
be made to such person or institution so maintaining the recipient.

Section 13. Predecessor Plan. Effective January 1, 1993,
Wachovia implemented the Wachovia Corporation Retirement Savings and
Profit-Sharing Benefit Equalization Plan (the "Predecessor Plan") for the
purpose of protecting selected key executives from certain potential reductions
in benefits to which they would otherwise be entitled under the RSPSP. This
Plan provides identical protection (as well as additional protections) to such
key executives and to other employees of Wachovia, and thus implementation of
this Plan eliminates the need for the Predecessor Plan. Accordingly, as of the
Effective Date of this Plan the Predecessor Plan shall be terminated, all
participants in the Predecessor Plan shall automatically become Participants in
this Plan as of the Effective Date, the Benefit Equalization Accounts of such
participants under the Predecessor Plan shall become their respective Benefit
Equalization Accounts under this Plan as of the Effective Date, and the
participants in the Predecessor Plan shall thereupon have no further rights or
benefits under the Predecessor Plan.

Section 14. Construction. The provisions of the Plan
shall be construed and enforced according to the laws of the State of North
Carolina.

Section 15. Effective Date. This Plan shall be effective
on and after the 27th day of January, 1995.

WACHOVIA CORPORATION

By:/s/ L.M. Baker, Jr.
--------------------------------
Chief Executive Officer

Attest:

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

[Corporate Seal]

4
<PAGE> 5

Exhibit A

WACHOVIA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING
BENEFIT EQUALIZATION PLAN

Certificate of Participation
----------------------------

THIS IS TO CERTIFY that____________________________, a key
executive of Wachovia Corporation or its affiliates, has been approved by the
Compensation, Nominating and Organization Committee of the Board of Directors
of Wachovia Corporation as a Participant in the Wachovia Corporation Retirement
Savings and Profit-Sharing Benefit Equalization Plan (the "Plan"), a copy of
which is attached hereto. Participation by the executive is effective on and
after January 27, 1995. A SERP Transfer Account shall be established for the
executive pursuant to Section 6 of the Plan. Participation in the Plan by the
executive and all rights of the executive under the Plan are subject to the
terms and conditions of the Plan.

WACHOVIA CORPORATION

By: _____________________________
Chief Executive Officer

The undersigned acknowledges participation in the Plan and accepts and agrees
to the terms and conditions of the Plan. This the ______ day of
______________________, 19___.

__________________________________
Participant
<PAGE> 6

Exhibit B

WACHOVIA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING
BENEFIT EQUALIZATION PLAN

Computation of Amounts Equivalent to Interest
---------------------------------------------

With respect to each calendar month during which a deferred
compensation account balance exists, the Long-Term Applicable Federal Rate for
the month shall be the rate used to compute the amount equivalent to interest
credited for the month. The computed equivalent to interest shall be equal to
the Long-Term Applicable Federal Rate for the month applied to the average
daily balance in the account for the month multiplied by a ratio, the numerator
of which is the number of days in the month and the denominator of which is the
number of days in the year.

Long-Term Applicable Federal Rate
---------------------------------

The Long-Term Applicable Federal Rate shall be the rate as
defined by Internal Revenue Code Section 1274(d) which is published each month
in a Revenue Ruling issued by the Internal Revenue Service. The Long-Term
Applicable Federal Rate is determined monthly by the Internal Revenue Service
on the basis of the average market yield on outstanding marketable long-term
obligations of the United States.
<PAGE> 7

EXHIBIT C
WACHOVIA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING
BENEFIT EQUALIZATION PLAN

Equalization Deferral Agreement

I acknowledge that, as an eligible employee of Wachovia
Corporation or its affiliates, I have elected to participate in the Retirement
Savings and Profit-Sharing Plan of Wachovia Corporation (the "RSPSP"). I
understand that the amount of my pre-tax or after-tax contributions which I have
elected to contribute to the RSPSP, as well as contributions to my account
from Wachovia, may be reduced because of statutory contribution limitations
applicable to the RSPSP under the Internal Revenue Code. In that event, I
understand that the Wachovia Retirement Savings and Profit-Sharing Benefit
Equalization Plan (the "Equalization Plan") allows me to defer the receipt of
the portion of my compensation which is subject to a statutory contribution
restriction under the RSPSP. The purpose of this agreement is to evidence my
election to defer such amounts under the Equalization Plan. I hereby agree and
acknowledge that my participation in the Equalization Plan is subject to the
terms and conditions of the Equalization Plan and hereby agree to abide by and
be bound to the terms thereof.

I. ELECTION OF DEFERRAL
--------------------

I hereby elect to defer under the Equalization Plan the
remaining amount of any Elective (pre-tax) or Participant (after-tax)
Contributions which I have elected to make under the RSPSP but are in
excess of the allowable maximum contribution limits under the RSPSP.
This election shall be effective with respect to compensation earned
in pay periods beginning on or after the date of this agreement and
shall remain in effect for subsequent years until modified or
cancelled in writing.
<PAGE> 8

II. PAYMENT OF BENEFITS
-------------------

I understand that I have a nonforfeitable interest in amounts
credited to my Benefit Equalization Account under the Equalization
Plan.
I understand that payment of benefits from the Equalization
Plan shall be made at the same time and in the same manner as payments
are made from the RSPSP, except that these amounts shall not be
eligible for in-service withdrawals or loans.
I further understand that all amounts deferred, together with
amounts credited thereon, shall remain assets of Wachovia Corporation
and subject to the general creditors of Wachovia Corporation until
these assets are distributed to me in accordance with the provisions
of the Equalization Plan. I understand that my right to receive
payments from Wachovia Corporation under this Deferral Agreement is no
greater than the right of an unsecured general creditor of Wachovia
Corporation.
IN WITNESS WHEREOF, the Company and I have entered into this
agreement as of the ________ day of _______________________, 19__.

Employee: _________________________________________________
Type or Print Name

_________________________________________________
Signature

Wachovia Corporation:

By: _________________________________________________
Secretary

<PAGE> 1

EXHIBIT 10.4

AMENDMENT

THIS AMENDMENT to the Agreement made and entered into the 22nd day of
October, 1993, by and between WACHOVIA CORPORATION ("Wachovia") and JOHN G.
MEDLIN, JR. ("Medlin")(the"Agreement"), is made and entered into effective the
28th day of July, 1995, by and between Wachovia and Medlin.

RECITALS

John G. Medlin, Jr. presently serves as Chairman of the Board of
Directors of Wachovia Corporation and provides services to Wachovia pursuant to
the terms of the Agreement. In 1994, Medlin was elected a Director by the
shareholders of Wachovia to serve for a term of three years ending at the
Annual Meeting of Shareholders in April 1997 and was reelected Chairman of the
Board for a one year term on April 28, 1995.

The Board of Directors of Wachovia believes at this time that it is in
the best interest of Wachovia to have the services of Medlin as provided under
the Agreement available to Wachovia for a term beyond the present December 31,
1995 expiration date of the Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth in the Agreement and as provided in Paragraph 13(a), Wachovia,
through the action of its Board of Directors, and Medlin mutually agree to
amend the Agreement as follows:

Paragraph 1 of the Agreement shall be deleted in its entirety
and the following new paragraph 1 shall be substituted therefor:

1. TERM OF AGREEMENT. Subject to the provisions
for termination as hereinafter set forth, the term of this Agreement
shall be for a period beginning January 1, 1994, and ending April 25,
1997. The term of this Agreement beyond April 26, 1996, is subject to
Medlin's re-election as Chairman of the Board at the annual
organizational meeting of Wachovia's Board of Directors in 1996.

The first sentence of Paragraph 10 shall be deleted in its entirety
and the following new sentence shall be substituted therefor:

10. TERMINATION. This Agreement shall terminate upon
Medlin's retirement as a Director at the Annual Meeting of
Shareholders on April 25, 1997, or when Medlin ceases to be
Chairman of the Board of Wachovia Corporation, whichever event
shall first occur.

<PAGE> 2

IN WITNESS WHEREOF, Wachovia, through its Board of Directors, has
caused this Amendment to be executed and its seal to be affixed hereunto by the
Chairman of its Management Resources and Compensation Committee duly
authorized, and Medlin has signed and sealed this Amendment, all as of the 28th
day of July, 1995.

Wachovia Corporation

By: /s/ Donald R. Hughes
------------------------
Donald R. Hughes
Chairman
Management Resources and
Compensation Committee

Attest:

/s/ Alice Washington Grogan
- --------------------------------
Alice Washington Grogan
Secretary

(CORPORATE SEAL)

/s/ John G. Medlin, Jr.
------------------------
John G. Medlin, Jr.

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF WACHOVIA CORPORATION FOR THE SIX MONTHS ENDED JUNE 30,
1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<EXCHANGE-RATE> 1
<CASH> 2,629,502
<INT-BEARING-DEPOSITS> 5,893
<FED-FUNDS-SOLD> 14,571
<TRADING-ASSETS> 1,086,599
<INVESTMENTS-HELD-FOR-SALE> 4,455,755
<INVESTMENTS-CARRYING> 4,514,837
<INVESTMENTS-MARKET> 4,651,867
<LOANS> 28,251,059
<ALLOWANCE> 408,633
<TOTAL-ASSETS> 42,867,479
<DEPOSITS> 23,891,812
<SHORT-TERM> 9,393,201
<LIABILITIES-OTHER> 981,427
<LONG-TERM> 5,065,726
<COMMON> 852,000
0
0
<OTHER-SE> 2,683,313
<TOTAL-LIABILITIES-AND-EQUITY> 42,867,479
<INTEREST-LOAN> 1,153,632
<INTEREST-INVEST> 259,504
<INTEREST-OTHER> 28,747
<INTEREST-TOTAL> 1,441,883
<INTEREST-DEPOSIT> 369,842
<INTEREST-EXPENSE> 735,566
<INTEREST-INCOME-NET> 706,317
<LOAN-LOSSES> 50,440
<SECURITIES-GAINS> (26,365)
<EXPENSE-OTHER> 589,649
<INCOME-PRETAX> 442,285
<INCOME-PRE-EXTRAORDINARY> 305,065
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 305,065
<EPS-PRIMARY> 1.77
<EPS-DILUTED> 1.77
<YIELD-ACTUAL> 4.27
<LOANS-NON> 57,918
<LOANS-PAST> 49,004
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 406,132
<CHARGE-OFFS> 62,880
<RECOVERIES> 14,941
<ALLOWANCE-CLOSE> 408,633
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0

</TABLE>