WACHOVIA CORP/ NC, 10-K405, 1997-03-26

WACHOVIA CORP/ NC
10-K405, 1997-03-26
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<PAGE>

1996 FORM 10-K

United States Securities and Exchange Commission
Washington, DC 20549
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 1996
Commission File Number 1-9021

WACHOVIA CORPORATION

Incorporated in the State of North Carolina
IRS Employer Identification Number 56-1473727
Address and Telephone:
100 North Main Street, Winston-Salem, North Carolina 27101, (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 February 6, 1997, Wachovia Corporation had 163,441,575 shares of
common stock outstanding. The aggregate market value of Wachovia
Corporation common stock held by nonaffiliates on February 6, 1997 was
approximately $9.433 billion and the number of shares held by
nonaffiliates was 163,347,856.
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.
Indicate by check mark if disclosure of delinquent filers pursuant to
item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X].

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Wachovia Corporation's Proxy Statement for its 1997
Annual Shareholders' Meeting, which will be filed with the Commission by
April 30, 1997 are incorporated by reference into Part III of this
report. Portions of the annual report to shareholders for the year ended
December 31, 1996 are incorporated by reference into Parts I and II as
indicated in the table below. Except for parts of the Wachovia
Corporation Annual Report expressly incorporated herein by reference,
this Annual Report is not to be deemed filed with the Securities and
Exchange Commission.

<TABLE>
<S> <C>
PART I PAGE
Item 1 Business
Description of Business............3, 14-41, 72-74
Subsidiaries of Wachovia
Corporation...................................2
Average Balance Sheets/
Interest/Rates.................64-65, 68-69, 70
Volume and Rate
Variance Analysis........................17, 40
Securities......................................19
Loans............................18, 26, 50-51, 71
Allowance for Loan Losses
and Loan Loss Experience..............26-28, 40
Deposits......................20-21, 24, 64-65, 70
Return on Equity and Assets.....................70
Short-Term Borrowed Funds.......................24
Item 2 Properties.........................................2
Item 3 Legal Proceedings..............................57-58
Item 4 Submission of Matters to a Vote
of Security Holders...........................None
PART II
Item 5 Market for Registrant's Common
Equity and Related
Stockholder Matters..........................72-73
Item 6 Selected Financial Data....................66-67, 71
Item 7 Management's Discussion and
Analysis of Financial
Condition and Results
of Operations................................14-41
Item 8 Financial Statements and
Supplementary Data...........................35-63
Item 9 Changes in and Disagreements
with Accountants on
Accounting and Financial
Disclosure....................................None
PART III
Item 10 Directors and Executive
Officers of the Registrant.........Proxy Statement
Item 11 Executive Compensation...............Proxy Statement
Item 12 Security Ownership of
Certain Beneficial Owners
and Management.....................Proxy Statement
Item 13 Certain Relationships
and Related Transactions...........Proxy Statement
PART IV
Item 14 Exhibits, Financial Statement
Schedules and Reports on
Form 8-K........................................3,8-12
</TABLE>

<PAGE>

SUBSIDIARIES OF WACHOVIA CORPORATION

The following table sets forth the subsidiaries of Wachovia Corporation on
December 31, 1996. The common stock of each of these subsidiaries is 100 percent
owned by its parent. The financial statements of all subsidiaries are included
in the consolidated statements of Wachovia Corporation and subsidiaries.

<TABLE>
<CAPTION>
Organized under the Organized under the
laws of the state laws of the state
of: of:

<S> <C> <C> <C>
Wachovia Bank of North Carolina, N.A. the United States Wachovia Mortgage Company North Carolina
Wachovia International New Salem, Inc. North Carolina
Banking Corporation the United States* Wachovia Investments, Inc. North Carolina
Wachovia Leasing Corporation North Carolina Wachovia Corporate Services, Inc. North Carolina
Wachovia Auto Leasing Company Wachovia Operational Services
of North Carolina North Carolina Corporation North Carolina
Wachovia Insurance Services of Wachovia Trust Services, Inc. North Carolina
North Carolina, Inc. North Carolina The First National Bank of
Greenville Agricultural Credit Atlanta (Delaware) the United States
Corporation North Carolina Wachovia Bank Card Services, Inc. Delaware
City Loans, Inc. North Carolina First Atlanta Corporation Georgia
WOC Company North Carolina FA Investment Company Georgia
Wachovia Bank of Georgia, N.A. the United States Financial Life Insurance Company
First Bank Building Corp. Georgia of Georgia Georgia
First Atlanta Services Corporation Delaware The Wachovia Insurance Agency
Wachovia Auto Leasing Company of Georgia, Inc. Georgia
of Georgia Georgia FAIRCO Properties, Inc. Georgia
WMCS, Inc. Georgia First Atlanta Lease Liquidating Corporation Georgia
Wachovia Capital Associates, Inc. Georgia Wachovia Corporation of Florida Florida
Wachovia Bank of South Carolina, N.A. the United States Wachovia Corporation of Alabama Alabama
Wachovia Insurance Services of Wachovia Corporation of Tennessee Tennessee
South Carolina, Inc. South Carolina Wachovia Capital Markets, Inc. Georgia
First National Properties, Inc. South Carolina Wachovia International Capital Corporation Georgia
South Carolina National OREO, Inc. South Carolina
Southern Provident Life
Insurance Company Arizona
Atlantic Savings Bank, FSB the United States
Atlantic Mortgage Corporation * Organized under the Chapter 25(a) of the Federal Reserve Act
of South Carolina, Inc. South Carolina of the United States
</TABLE>

PROPERTIES

The principal offices of the Corporation and Wachovia Bank of North Carolina,
N.A., are located at 100 North Main Street, Winston-Salem, North Carolina, where
the company owns and occupies approximately 535,000 square feet of office space.

Wachovia Bank of Georgia, N.A., occupies approximately 380,000 square feet of an
office tower at 191 Peachtree Street, N.E., Atlanta, Georgia, under a lease
expiring December 2008.

Wachovia Bank of South Carolina, N.A., occupies approximately 15,660 square feet
of office space in the Palmetto Center at 1426 Main Street, Columbia, South
Carolina, under a lease expiring November 2003.

The table on page 3 lists the number of banking offices. The Corporation's
banking subsidiaries own in fee 342 offices while the others are leased or are
located on leased land. The approximate lease terms range from one to fifty
years on these properties. In addition, the Corporation's banking subsidiaries
own in fee or lease a number of multistory office buildings which house
supporting services. Other subsidiaries of the Corporation maintain leased
office space in cities in which they conduct their respective operations.

<PAGE>
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Exhibits -- The index of exhibits has been filed as separate pages of the 1996
Form 10-K. Copies of the exhibit list or of Exhibits are available upon request
to: Corporate Reporting, Wachovia Corporation, P.O. Box 3099, Winston-Salem,
North Carolina 27150. A copying fee will be charged for the Exhibits.

Financial Statement Schedules -- Omitted due to inapplicability or because the
required information is shown in the Financial Statements or the Notes thereto.

Reports on Form 8-K -- No reports on Form 8-K were filed during the year ended
December 31, 1996.

SIGNATURES

Pursuant to the requirements to 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 on March 19, 1997.

WACHOVIA CORPORATION
ROBERT S. McCOY, JR.
Robert S. McCoy, Jr.
Executive Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on March 19, 1997.

L.M. BAKER, JR.
L.M. Baker, Jr.
President and Chief Executive Officer

ROBERT S. McCOY, JR.
Robert S. McCoy, Jr.
Executive Vice President and
Chief Financial Officer

DONALD K. TRUSLOW
Donald K. Truslow
Comptroller
The Directors of Wachovia Corporation (listed below) have executed a power of
attorney appointing Kenneth W. McAllister, their attorney-in-fact, empowering
him to sign this report on their behalf:

John G. Medlin, Jr. James W. Johnston
Rufus C. Barkley, Jr. Wyndham Robertson
John L. Clendenin Herman J. Russell
Lawrence M. Gressette, Jr. Sherwood H. Smith, Jr.
Thomas K. Hearn, Jr. Charles McKenzie Taylor
W. Hayne Hipp John C. Whitaker, Jr.
Robert M. Holder, Jr. .
Donald R. Hughes

KENNETH W. McALLISTER
Kenneth W. McAllister
Attorney-in-Fact

PART III

ITEM 10. Directors and Executive Officers of the Registrant

The names, ages and positions of the executive officers of Wachovia as of
January 31, 1997 are shown below along with their business experience during the
past five years and the year of their employment with Wachovia and subsidiaries.
Officers are elected annually by the Board of Directors and hold office for one
year or until their successors are chosen and qualified. There are no family
relationships between any of them, nor is there any arrangement or understanding
between any officer and any other person pursuant to which the officer was
selected. The required information for the directors is included in the Proxy
Statement.

Name, Age Business Experience During Past
and Position Five Years and Year Employed
- ------------ ----------------------------

L. M. Baker, Jr., 54 Chief Executive Officer of Wachovia
President and Chief Corporation since January 1994; President
Executive Officer Wachovia of Wachovia Corporation since 1993; Chief
Corporation; Chairman of Operating Officer of Wachovia Corporation,
the Board Wachovia Bank February - December 1993; Executive Vice
of North Carolina, N.A.; President of Wachovia Corporation until
Director of Wachovia January 1993; President and Chief
Corporation, Wachovia Bank Executive Officer of Wachovia Corporation
of Georgia, N.A., and of North Carolina, January 1990 - March
Wachovia Bank of South 1993; President and Chief Executive
Carolina, N.A. Officer of Wachovia Bank of North
Carolina, N.A., January 1990 - May 1993;
Executive Vice President of Wachovia
Corporation of North Carolina until
December 1989; Executive Vice President of
Wachovia Bank of North Carolina, N.A.
until December 1989. Employed in 1969.

Mickey W. Dry, 57 Executive Vice President and Chief Credit
Executive Vice President Officer of Wachovia Corporation since
and Chief Credit Officer November 1989; Executive Vice President of
Wachovia Corporation; Wachovia Bank of North Carolina, N.A.
Executive Vice President since October 1989; Senior Vice President/
Wachovia Bank of North Group Executive of Wachovia Bank of North
Carolina, N.A. Carolina, N.A. until 1989. Employed in
1961.

<PAGE>

Item 10. Directors and Executive Officers of the Registrant (Continued)

Name, Age Business Experience During Past
and Position Five Years and Year Employed
- ------------ ----------------------------

Hugh M. Durden, 53 Executive Vice President of Wachovia
Executive Vice President Corporation since 1994; President of
Wachovia Corporation, Wachovia Corporate Services, Inc. since
Wachovia Bank of North July 1994; President of Wachovia Trust
Carolina, N.A.; President Services, Inc., January-June 1994;
Wachovia Corporate Services, Executive Vice President of Wachovia
Inc. Bank of North Carolina, N.A.; Western
Division Executive, Wachovia Bank of
North Carolina, N.A., 1991-1994; Regional
Vice President, Southern Region, Wachovia
Bank of North Carolina, N.A., 1989-1991.
Employed in 1972.

Walter E. Leonard, Jr. 51 Executive Vice President of Wachovia
Executive Vice President Corporation since October 1988;
Wachovia Corporation, Executive Vice President of Wachovia
Wachovia Bank of Georgia, Bank of Georgia, N.A.; President of
N.A.; President Wachovia Wachovia Operational Services Corporation.
Operational Services Employed in 1965.
Corporation

Kenneth W. McAllister, 48 Executive Vice President of Wachovia
Executive Vice President Corporation since January 1994; General
and General Counsel Counsel of Wachovia Corporation;
Wachovia Corporation Secretary of Wachovia Corporation
until October 1992. Employed in 1988.

Robert S. McCoy, Jr., 58 Executive Vice President of Wachovia
Executive Vice President and Corporation since January 1992; Chief
Chief Financial Officer Financial Officer of Wachovia Corporation
Wachovia Corporation since September 1992; Comptroller of
Wachovia Corporation, January 1992 - August
1992; President of South Carolina National
Corporation until 1992; Vice Chairman and
Chief Financial Officer of Wachovia Bank
of South Carolina, N.A., 1990 - 1992;
Executive Vice President and Chief Financial
Officer of Wachovia Bank of South Carolina,
N.A., until 1990. Employed in 1984.

<PAGE>

Item 10. Directors and Executive Officers of the Registrant (Continued)

Name, Age Business Experience During Past
and Position Five Years and Year Employed
- ------------ ----------------------------

G. Joseph Prendergast, 51 Executive Vice President of Wachovia
Executive Vice President Corporation since October 1988;
Wachovia Corporation; Chairman of Wachovia Bank of Georgia,
Chairman Wachovia Bank of N.A. since January 1994; Chairman
Georgia, N.A. and Wachovia of Wachovia Bank of South Carolina,
Bank of South Carolina, N.A.; N.A. since July 1995; President and
Director Wachovia Bank Chief Executive Officer of Wachovia
of Georgia, N.A., Wachovia Bank of Georgia, N.A., January 1993-
Bank of North Carolina, N.A., January 1995; President and Chief
and Wachovia Bank of South Executive Officer of Wachovia
Carolina, N.A. Corporate Services, Inc. until
July 1994; President and Chief
Executive Officer of Wachovia
Corporation of Georgia, January 1993-
March 1993; Executive Vice President
of Wachovia Bank of Georgia, N.A.,
1989-1993; Executive Vice President of
Wachovia Bank of North Carolina,
N.A. until 1989. Employed in 1973.

<PAGE>

Item 10. Directors and Executive Officers of the Registrant (Continued)

Name, Age Business Experience During Past
and Position Five Years and Year Employed
- ------------ ----------------------------

Richard B. Roberts, 53 Executive Vice President and
Executive Vice President and Treasurer of Wachovia Corporation
Treasurer Wachovia since April 1990; Executive Vice
Corporation; Executive Vice President of Wachovia Bank of
President Wachovia Bank of North Carolina, N.A.
North Carolina, N.A. Employed in 1967.

Donald K. Truslow, 38 Comptroller of Wachovia Corporation
Senior Vice President and since June 1996; Senior Vice
Comptroller Wachovia President of Wachovia Corporation
Corporation since April 1996; Executive Vice
President, Wachovia Corporate
Services, September 1995-April 1996;
Executive Vice President and Chief
Credit Officer, Wachovia Bank of
South Carolina, N.A., January 1992-
September 1995; Senior Vice
President, Wachovia Bank of North
Carolina, N.A., 1991. Employed in
1980.

During the past five years, there have been no events under any bankruptcy act,
no criminal proceedings and no judgments or injunctions material to an
evaluation of the ability or integrity of any of Wachovia's executive officers,
directors, or any persons nominated to become directors.

<PAGE>

PART IV

Item 14. Exhibits

3.1 Amended and Restated Articles of Incorporation of the registrant
(Exhibit 3.1 to Report on Form 10-K of Wachovia Corporation
for the fiscal year ended December 31, 1993,
File No. 1-9021*).
3.2 Bylaws of the registrant as amended (Exhibit 3.2 to Quarterly
Report on Form 10-Q of Wachovia Corporation for the quarter
ended June 30, 1995, File No. 1-9021*).
4.1 Articles IV, VII, IX, X and XI of the registrant's Amended
and Restated Articles of Incorporation (Included in Exhibit
3.1 hereto).
4.2 Article 1, Section 1.8, and Article 6 of the registrant's
Bylaws (included in Exhibit 3.2 hereto).
4.3 Indenture dated as of May 15, 1986 between South Carolina
National Corporation and Morgan Guaranty Trust Company of New
York, as Trustee, relating to $35,000,000 principal amount of
6 1/2% Convertible Subordinated Debentures due in 2001
(Exhibit 28 to S-3 Registration Statement of South Carolina
National Corporation, File No. 33-7710*).
4.4 First Supplemental Indenture dated as of November 26, 1991 by
and among South Carolina National Corporation, Wachovia
Corporation and Morgan Guaranty Trust Company of New York,
as Trustee, amending the Indenture described in Exhibit 4.3
hereto (Exhibit 4.10 to Report on Form 10-K of Wachovia
Corporation for the fiscal year ended December 31, 1991,
File No. 1-9021*).
4.5 Indenture dated as of March 15, 1991 between South Carolina
National Corporation and Bankers Trust Company, as Trustee,
relating to certain unsecured subordinated securities (Exhibit
4(a) to S-3 Registration Statement of South Carolina National
Corporation, File No. 33-39754*).
4.6 First Supplemental Indenture dated as of January 24, 1992 by
and among South Carolina National Corporation, Wachovia
Corporation and Bankers Trust Company, as Trustee, amending
the Indenture described in Exhibit 4.5 hereto (Exhibit 4.12 to
Report on Form 10-K of Wachovia Corporation for the fiscal
year ended December 31, 1991, File No. 1-9021*).
4.7 Indenture dated as of August 22, 1989 between First Wachovia
Corporation and The Philadelphia National Bank, as Trustee,
relating to $300,000,000 principal amount of subordinated debt
securities (Exhibit 4(c) to S-3 (Shelf) Registration Statement
of First Wachovia Corporation, File No. 33-30721*).
4.8 First Supplemental Indenture, dated as of September 15, 1992
between Wachovia Corporation and CoreStates Bank, National
Association, as Trustee, amending the Indenture described in
Exhibit 4.7 hereto (Exhibit 4(d) to Report on Form 8 of
Wachovia Corporation, filed on October 15, 1992, File No.
1-9021*).

<PAGE>

Item 14. Exhibits (Continued)

4.9 Indenture dated as of March 1, 1993 between Wachovia Corporation
and CoreStates Bank, National Association, as Trustee,
relating to subordinated debt securities (Exhibit 4 to S-3
(Shelf) Registration Statement of Wachovia Corporation, File
No. 333-06319*).
4.10 Indenture dated as of August 15, 1996 between Wachovia
Corporation and The Chase Manhattan Bank, as Trustee,
relating to senior securities (Exhibit 4 (a) of Post-
Effective Amendment No. 1 to Form S-3 (Shelf) Registration
Statement of Wachovia Corporation, File No. 33-6280*).
10.1 Deferred Compensation Plan of Wachovia Bank of North Carolina,
N.A. (Exhibit 10.1 to Report on Form 10-K of Wachovia
Corporation for the fiscal year ended December
31,1992, File No. 1-9021*).
10.2 1983 Amendment to Deferred Compensation Plan described in
Exhibit 10.1 hereto (Exhibit 10.2 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December
31, 1992, File No. 1-9021*).
10.3 1986 Amendment to Deferred Compensation Plan described in
Exhibit 10.1 hereto (Exhibit 10.9 to Report on Form 10-K of
First Wachovia Corporation for the fiscal year ended December
31, 1986, File No. 1-9021*).
10.4 1986 Senior Management Stock Option Plan of Wachovia Corporation
(Exhibit 10.20 to Report on Form 10-K of First Wachovia
Corporation for the fiscal year ended December 31, 1986, File
No. 1-9021*).
10.5 1987 Declaration of Amendment to 1986 Senior Management Stock
Option Plan described in Exhibit 10.4 hereto (Exhibit 10.21 to
Report on Form 10-K of First Wachovia Corporation for the
fiscal year ended December 31, 1986, File No. 1-9021*).
10.6 1996 Declaration of Amendment to 1986 Senior Management Stock
Option Plan as described in Exhibit 10.4 hereto.
10.7 Senior Management Incentive Plan of Wachovia Corporation as
amended through April 22, 1994 (Exhibit 10.2 to Quarterly
Report on Form 10-Q of Wachovia Corporation for the quarter
ended March 31, 1994, File No. 1-9021*).
10.8 Retirement Savings and Profit-Sharing Benefit Equalization Plan
of Wachovia Corporation (Exhibit 10.3 to Quarterly Report on
Form 10-Q of Wachovia Corporation for the quarter ended June
30, 1995, File No. 1-9021*).
10.9 Employment Agreements between Wachovia Corporation and Messrs.
L. M. Baker, Jr., Robert S. McCoy, Jr., G. Joseph Prendergast,
Hugh M. Durden and Walter E. Leonard, Jr. (Exhibit 10.17 to
Report on Form 10-K of First Wachovia Corporation for the
fiscal year ended December 31, 1987, File No. 1-9021*).
10.10 Amendment to Employment Agreements described in Exhibit 10.9
hereto (Exhibit 10.14 to Report on Form 10-K of First Wachovia
Corporation for the fiscal year ended December 31, 1990, File
No. 1-9021*).

<PAGE>

Item 14. Exhibits (Continued)

10.11 Amendment to Employment Agreements described in Exhibit 10.9
hereto with L.M. Baker, Jr., Robert S. McCoy, Jr., G.
Joseph Prendergast and Walter E. Leonard, Jr.
10.12 Amendment to Employment Agreement described in Exhibit 10.9
hereto with Hugh M. Durden.
10.13 Agreement between Wachovia Corporation and Mr. John G.
Medlin, Jr. (Exhibit 10.16 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December 31,
1993, File No. 1-9021*).
10.14 Amendment to Agreement between Wachovia Corporation and Mr.
John G. Medlin, Jr. described in Exhibit 10.13
hereto(Exhibit 10.4 to Quarterly Report on Form 10-Q of
Wachovia Corporation for the quarter ended June 30, 1995, File
No. 1-9021*).
10.15 Executive Retirement Agreement between Wachovia Corporation and
Mr. John G. Medlin, Jr.(Exhibit 10.18 to
Report on Form 10-K of First Wachovia Corporation for the
fiscal year ended December 31, 1987, File No. 1-9021*).
10.16 Amendment to Executive Retirement Agreement described in
Exhibit 10.15 hereto (Exhibit 10.17 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December 31,
1991, File No. 1-9021*).
10.17 Amendment to Executive Retirement Agreement between Wachovia
Corporation and Mr. John G. Medlin, Jr. (Exhibit 10.3 to
Quarterly Report on Form 10-Q of Wachovia Corporation for
the quarter ended September 30, 1993, File No. 1-9021*).
10.18 Amendment to Executive Retirement Agreement between Wachovia
Corporation and Mr. John G. Medlin, Jr. (Exhibit 10.4 to
Quarterly Report on Form 10-Q of Wachovia Corporation for
the quarter ended September 30, 1993, File No. 1-9021*).
10.19 Executive Retirement Agreements between Wachovia Corporation
and Messrs. L.M. Baker, Jr., G. Joseph Prendergast, Walter
E. Leonard, Jr., and Hugh M. Durden, dated as of January
27, 1995 (Exhibit 10.1 to Quarterly Report on Form
10-Q of Wachovia Corporation for the quarter ended
June 30, 1995, File No. 1-9021*).
10.20 Executive Retirement Agreement between Wachovia Corporation
and Mr. Robert S. McCoy, Jr. (Exhibit 10.2 to Quarterly
Report on Form 10-Q of Wachovia Corporation for the quarter
ended June 30, 1995, File No. 1-9021*).
10.21 Amendment to Executive Retirement Agreements described in
Exhibits 10.19 and 10.20 hereto.
10.22 Senior Management and Director Stock Plan of Wachovia
Corporation (Exhibit 10 to Quarterly Report on Form 10-Q of
First Wachovia Corporation for the quarter ended March 31,
1989, File No. 1-9021*).

<PAGE>

Item 14. Exhibits (Continued)

10.23 1990 Declaration of Amendment to Senior Management and
Director Stock Plan as described in Exhibit 10.22 hereto
(Exhibit 10.17 to Report on Form 10-K of First Wachovia
Corporation for fiscal year ended December 31, 1989, File No.
1-9021*).
10.24 1996 Declaration of Amendment to Senior Management and
Director Stock Plan as described in Exhibit 10.22 hereto.
10.25 Deferred Compensation Plan for the Board of Directors of
Wachovia Corporation (Exhibit 10.19 to Report on Form 10-K of
First Wachovia Corporation for the fiscal year ended December
31, 1990, File No. 1-9021*).
10.26 1996 Declaration of Amendment to Deferred Compensation Plan for
the Board of Directors of Wachovia Corporation described in
Exhibit 10.25 hereto.
10.27 Retirement Pay Plan for Directors of Wachovia Corporation
(Exhibit 10.21 to Report on Form 10-K of First Wachovia
Corporation for the fiscal year ended December 31, 1990, File
No. 1-9021*).
10.28 Amendment to Retirement Pay Plan for Directors of Wachovia
Corporation described in Exhibit 10.27 hereto.
10.29 Deferred Compensation Plan dated as of January 19, 1987, as
amended (Exhibit 10(c) to Report on Form 10-K of South
Carolina National Corporation for the fiscal year ended
December 31, 1986, File No. 0-7042*).
10.30 Amendment to Deferred Compensation Plan described in Exhibit
10.29 hereto (Exhibit 19(b) to Quarterly Report on Form 10-Q
of South Carolina National Corporation for the quarter ended
September 30, 1987, File No. 0-7042*).
10.31 Amendment to Deferred Compensation Plan described in Exhibit
10.29 hereto (Exhibit 10(d) to Report on Form 10-K of South
Carolina National Corporation for the fiscal year ended
December 31, 1988, File No. 0-7042*).
10.32 Amendment to Deferred Compensation Plan described in Exhibit
10.29 hereto (Exhibit 10.35 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December 31,
1993, File No. 1-9021*).
10.33 Agreement for Deferral of Directors' Fees (Exhibit 10(b) to S-14
Registration Statement of South Carolina National Corporation,
No. 2-89011*).
10.34 Amendment to Agreement for Deferral of Directors' Fees
described in Exhibit 10.33 hereto (Exhibit 10.39 to Report on
Form 10-K of Wachovia Corporation for the fiscal year ended
December 31, 1991, File No. 1-9021*).
10.35 Wachovia Corporation Stock Plan (Exhibit 4.1 to S-8 Registration
Statement No. 033-53325*).
10.36 Amendment to Wachovia Corporation Stock Plan described in
Exhibit 10.35 hereto.
10.37 Wachovia Corporation Director Deferred Stock Unit Plan.

<PAGE>

Item 14. Exhibits (Continued)

10.38 Wachovia Corporation Incentive Plan Deferral Arrangement
(Exhibit 10.35 to Report on Form 10-K of Wachovia
Corporation for the fiscal year ended December 31, 1995,
File No. 1-9021*).
10.39 Wachovia Corporation Executive Insurance Plan (Exhibit 10.36 to
Report on Form 10-K of Wachovia Corporation for the fiscal
year ended December 31, 1995, File No. 1-9021*).
10.40 Form 11-K of the Wachovia Corporation Retirement Savings and
Profit-Sharing Plan, to be filed as an amendment to Form 10-K
for the year ended December 31, 1996.
11 Computation of Earnings Per Share (Note O to 1996 Consolidated
Financial Statements of Wachovia Corporation and Subsidiaries,
page 61 of 1996 Annual Report to Shareholders*).
12 Statement setting forth computation of ratio of earnings to
fixed charges.
13 Wachovia Corporation 1996 Annual Report to Shareholders, with
the Report of Independent Auditors therein being manually
signed in one copy by Ernst & Young LLP. (Except for those
portions thereof which are expressly incorporated by reference
herein, this report is not "filed" as a part of this Report on
Form 10-K).
21 Subsidiaries of the Registrant (listed under "Subsidiaries of
Wachovia Corporation" and included on page 2 of Report on Form
10-K for the fiscal year ended December 31, 1996*).
23 Consent of Ernst & Young LLP.
24 Power of Attorney.
27 Financial Data Schedule (for SEC purposes only).

* Incorporated by reference.

EXHIBIT 10.6

1996 DECLARATION OF AMENDMENT TO
1986 SENIOR MANAGEMENT STOCK OPTION PLAN OF
FIRST WACHOVIA CORPORATION

THIS DECLARATION OF AMENDMENT, made this 25th day of October, 1996, by
WACHOVIA CORPORATION (the "Company"), to the 1986 Senior Management Stock Option
Plan of First Wachovia Corporation (the "Plan");

R E C I T A L S:

It is deemed advisable to amend the Plan in order for transactions made
pursuant to the Plan to comply with the terms of Rule 16b-3, adopted pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended, and to remove
certain plan restrictions which are no longer required by Rule 16b-3.

NOW, THEREFORE, IT IS DECLARED that, effective as of October 25th,
1996, the Plan shall be amended as follows:

1. By deleting Paragraph 2(a) of the Plan and inserting the
following in lieu thereof:

"The Plan shall be administered by the Management Resources
and Compensation Committee (the 'Committee') of the Board of
Directors of the Corporation (the 'Board'). Each member of the
Committee shall be a 'non-employee director,' as such term is
defined in Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), or any
successor rule. The Committee shall be comprised of no fewer
than the minimum number of non-employee directors as may be
required by Rule 16b-3."

2. By deleting Paragraph 7(b) of the Plan and inserting the
following in lieu thereof:

"An Option may be exercised by giving written notice of at
least ten days to the Committee at such place as the Committee
shall direct. Such notice shall specify the number of shares
to be purchased pursuant to an option and the aggregate
purchase price to be paid therefor, and shall be accompanied
by the payment of such purchase price. Such payment shall be
in the form of (i) cash; (ii) shares owned by the optionee at
the time of exercise; (iii) funds borrowed from the
Corporation or a related corporation or delivery at the time
of exercise of a promissory note, subject to the provisions of
Paragraph 10; or (iv) any combination of the foregoing. Shares
tendered in payment on the exercise of an option shall be
valued at their fair market value on the

<PAGE>

date of exercise, which shall be the price per share of
the last sale of shares on the New York Stock Exchange on the
last trading day prior to the date of exercise of the
option; or, in the absence of such sale, the fair market
value as determined in accordance with the applicable
provisions of Section 20.2031-2 of the Federal Estate Tax
Regulations or in any other manner consistent with the Code
and accompanying regulations."

3. By deleting the first sentence of Paragraph 10 and inserting
the following in lieu thereof:

"An optionee may pay for shares received on the exercise of an
option with funds borrowed by the optionee from the
Corporation or a related corporation or by delivery of a
promissory note for all or part of the purchase price."

IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of Wachovia Corporation as the day and year first above written.

WACHOVIA CORPORATION

By:_____________________________
Chief Executive Officer

ATTEST:

___________________________
Secretary

[Corporate Seal]

EXHIBIT 10.11

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, made as of the ______ day of ____________,
199_, by and between WACHOVIA CORPORATION (the "Corporation") and ___________
(the "Executive");

R E C I T A L S:

The Corporation desires to secure the services of the Executive in its
behalf or in behalf of one or more of its subsidiaries for which the
Executive may render services hereunder from time to time, in accordance with
the terms and conditions set forth herein. In addition, the Corporation desires
to provide the Executive with an incentive to remain in the service of the
Corporation or one or more of its subsidiaries by granting to the Executive
compensation security as set forth herein should his employment be terminated
by the Corporation without cause during the term of this Agreement.

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

1. Employment. The Executive shall devote his working time exclusively to
the performance of such services for the Corporation or one or more of its
subsidiaries as may be assigned to him by the Corporation from time to time,
and shall perform such services faithfully and to the best of his ability.
Such services shall be rendered in a senior management or executive capacity
and shall be of a type for which the Executive is suited by background and
training. References herein to services rendered for the Corporation and
compensation and benefits payable or provided by the Corporation shall
include services rendered for and compensation and benefits payable or
provided by an subsidiary of the Corporation.

2. Term of Agreement. The term of this Agreement shall commence on the
date hereof and shall continue in effect until December 31, 199_; provided,
however, that commencing on the first anniversary of this Agreement, and each
anniversary thereafter, the term of this Agreement shall automatically be
extended for one additional year unless at least 90 days prior to any
such anniversary date either party shall notify the other in writing that it
does not wish to extend the term of this Agreement beyond the then applicable
expiration date. In no event, however, may the term of this Agreement extend
beyond the Executive's sixtieth birthday. References herein to the "term" of
this Agreement shall mean the original term plus any continuation as provided
in this Section 2. The "term" shall not be deemed to refer to the
Compensation Period described in Section 4.

3. Termination of Employment by the Corporation. The Corporation may
terminate the employment of the Executive at any time for any reason;

<PAGE>

provided, that except as set forth in Sections 6 and 7, the Corporation will
provide the Executive with Compensation Continuance to the extent described
in Section 4 if the Executive's employment is involuntarily terminated. The
Executive's employment shall be deemed to be involuntarily terminated if he
is terminated by the Corporation for any reason other than for "cause" as
defined in Section 6, or if he voluntarily terminates employment within six
months after: (a) his base salary is reduced below its level in effect on the
date hereof without the Executive's consent, or (b) the Corporation amends
the [Executive or Supplemental] Retirement Agreement between the Corporation
and the Executive dated ________________ (the "Retirement Agreement")
without the Executive's consent, and such amendment reduces benefits to
which the Executive would have been entitled had such amendment not been
made, or (c) the duties assigned to the Executive are not of the status and
type described in Section 1 and the Executive has not consented thereto. The
Executive shall be deemed to have consented to any reduction described in
(a) or (b), [or assignment described in (c),] unless he shall object thereto
in writing within thirty days after he receives notice thereof.

4. Compensation Continuance. If the Executive's employment hereunder is
involuntarily terminated as described in Section 3, he will be entitled to
receive the cash compensation and benefits described in (a), (b) and (c)
below (herein, "Compensation Continuance") for the period beginning with the
date of such involuntary termination and ending with the earlier of (i) the
third anniversary of the date of such termination, or (ii) the Normal
Retirement Date of the Executive as defined in the Retirement Agreement (such
period is referred to herein as the "Compensation Period"). The duration of
the Compensation Period shall be affected by the fact that the term of this
Agreement otherwise would end before such Period expires. The cash
compensation and benefits are as follows:

(a) Cash Compensation. The amount of cash compensation to be received
monthly during the Compensation Period shall equal one-twelfth of the
sum of (i) the Executive's highest annual rate of salary from the
Corporation in effect during the 12-month period prior to his involuntary
termination, plus (ii) the amount equal to the average of the annual
amounts, if any, awarded to the Executive under the Corporation's Senior
Management Incentive Plan for the three consecutive calendar years
next preceding the year of such termination, plus (iii) the average of
any annual contributions by the Corporation (excluding participant
contributions) in behalf of the Executive under the Retirement Savings
and Profit-Sharing Plan of Wachovia Corporation and the Wachovia
Corporation Retirement Savings and Profit-Sharing Benefit Equalization
Plan for the three consecutive

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<PAGE>

calendar years preceding the year of such termination. Each monthly
payment of such cash compensation shall have deducted therefrom all
payroll taxes and withholdings required by law.

(b) Employee Benefits. During the Compensation Period the Executive
shall be carried on the payroll of the Corporation, and shall be deemed
to be continuing in the employment of the Corporation for the purpose of
applying and administering employee benefit plans for the Corporation
(other than any tax-qualified retirement plans) and individual contracts
between the Corporation and the Executive providing supplemental or
equalization payments or benefits with respect to the Executive. The
Executive shall participate in any changes during the Compensation
Period in benefit plans or programs applicable generally to employees of
the Corporation, or to a class of employees which includes senior
executives of the Corporation, but shall not have any right or option to
participate in any such plan or program in which he was not a
participant immediately prior to his involuntary termination of
employment. Any individual contract between the Corporation and the
Executive in effect at the time of his involuntary termination of
employment may be terminated or amended by the Corporation to the extent
permitted by the terms of such contract; provided, that during the
Compensation Period the Corporation shall not, without the written
consent of the Executive or except to the extent required by law, make
any amendment to or terminate any one or more of the following
individual contracts or plans as applied to the Executive: (i) the
Retirement Agreement; (ii) the Wachovia Corporation Retirement Savings
and Profit-Sharing Benefit Equalization Plan; and (iii) the Wachovia
Corporation Retirement Income Benefit Enhancement Plan. The Corporation
shall have no obligation to the Executive to make any change or
improvement in any such contract during the Compensation Period even if
the Corporation shall make changes or improvements during such period in
similar contracts, if any, with other senior executives of the
Corporation.

-3-

<PAGE>

of performance criteria and continued service shall be deemed to be
earned in accordance with the terms, conditions and procedures of the
plan or plans pursuant to which any such restricted awards were granted.

In the event that the Executive shall engage in full-time employment permitted
hereunder for another employer or on a self-employed basis during the
Compensation Period, his employment with the Corporation shall be deemed to
have terminated for purposes of Section 4(b) as of the date he begins such full-
time employment, but the payments in Section 4(a) shall continue for the
remainder of the Compensation Period and the rights under Section 4(c) shall be
applicable, in each case subject to the provisions of Section 7.

5. Voluntary Termination of Employment by the Executive. The Executive
reserves the right to terminate his employment voluntarily at any time for any
reason following at least six months' notice to the Corporation. If such notice
shall be given, this Agreement shall terminate as of the effective date of
termination as set forth in such notice (or the date six months from the date of
receipt by the Corporation of such notice, if no effective date shall be set
forth therein), unless sooner terminated as provided in Section 3, 6 or 8. The
Executive shall be entitled to any form of Compensation Continuance as a
result of such voluntary termination.

6. Termination for Cause. This Agreement shall immediately be terminated
and neither party shall have any obligation hereunder (including but not limited
to any obligation on the part of the Corporation to provide Compensation
Continuance) if the Executive's employment is terminated for "cause."
Termination for cause shall occur when termination results from the
Executive's (a) criminal dishonesty, (b) refusal to perform his duties
hereunder on substantially a full-time basis, (c) refusal to act in accordance
with any specific substantive instructions of the Chief Executive Officer
or the Board of Directors of the Corporation, or (d) engaging in conduct which
could be materially damaging to the Corporation without a reasonable good faith
belief that such conduct was in the best interests of the Corporation. The
determination of whether a termination is for cause shall be made by the
Compensation, Nominating and Organization Committee of the Board of Directors
of the Corporation (the "Committee"), and such determination shall be final
and conclusive on the Executive and all other persons affected thereby.

7. Executive's Obligation; Early Termination of Compensation Period.

(a) During the Compensation Period, the Executive shall provide
consulting services to the Corporation at such time

-4-

<PAGE>

or times as the Corporation shall reasonably request, subject to
appropriate notice and to reimbursement by the Corporation of all
reasonable travel and other expenses incurred and paid by the Executive.
In the event the Executive shall engage in full-time employment
permitted hereunder during the Compensation Period for another
employer or on a self-employed basis, his obligation to provide the
consulting services hereunder shall be limited by the requirements of
such employment.

(b) The Executive shall not disclose to any other person any material
information or trade secrets concerning the Corporation or any of its
subsidiaries at any time during or after the Compensation Period. The
Executive will at all times refrain from taking any action or making any
statements, written or oral, which are intended to and do disparage the
business, goodwill or reputation of the Corporation or any of its
subsidiaries, or their respective directors, officers, executives or
other employees, or which could adversely affect the morale of employees
of the Corporation or any subsidiaries.

(c) The Executive shall not, without the Corporation's written consent,
engage in competitive employment at any time during the Compensation
Period. The Executive shall be deemed to engage in competitive
employment if he shall render services as an employee, officer,
director, consultant or otherwise, for any employer which conducts
a principal business or enterprise that competes directly with the
Corporation or affiliate of the Corporation.

(d) In the event that the Executive shall refuse to provide consulting
services in accordance with paragraph (a), or shall materially violate
terms and conditions of paragraph (b) or (c), the Corporation may, at
its election, terminate the Compensation Period and Compensation
Continuance to the Executive. The Corporation may also initiate any
form of legal action it may deem appropriate seeking damages or
injunctive relief with respect to any material violations of
paragraph (a), (b) or (c).

(e) The Committee shall be responsible for determining whether the
Executive shall have violated this Section 7, and all such determinations
of the Executive, the Committee will provide an advance

-5-

<PAGE>

opinion as to whether a proposed activity would violate the provisions
of paragraph (c).

8. Death and Disability. In the event that, during the term of this
Agreement or during the Compensation Period, the Executive shall die or shall
become entitled to benefits under the Corporation's Long-Term Disability Plan,
this Agreement shall thereupon terminate and neither the Executive nor any other
Person shall have any further rights or benefits hereunder (including anyrights
to Compensation Continuance).

9. Other Severance Benefits. Except as otherwise provided in this
Agreement, the Executive shall not be entitled to any form of severance
benefits, including benefits otherwise payable under any of the Corporation's
regular severance plans or policies, irrespective of the circumstances of his
termination of employment. The Executive agrees that the payments and benefit
provided hereunder, subject to the terms and conditions hereof, shall be in full
satisfaction of any rights which he might otherwise have or claim by operation
of law, by implied contract or otherwise, except for rights which he may have
under the Corporation.

10. Waiver of Claims. In consideration of the obligations of the
Corporation hereunder, the Executive unconditionally releases the Corporation,
its 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, including but not limited to (a) any
claims under federal, state or local laws prohibiting discrimination, including
without limitation the Age Discrimination in Employment Act of 1967, as
amended, or (b) 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 executive hereof,
and that he may revoke this Agreement at any time within seven days following
the execution hereof.

11. Notices. All notices hereunder shall be in writing and deemed properly
given if delivered by hand and receipted or if mailed by registered mail,
return receipt requested. Notices to the Corporation shall be directed to the
Secretary of the Corporation with a copy directed to the Chief Executive
Officer. Notices to the Executive shall be directed to his last known address.

-6-

<PAGE>

12. Miscellaneous.

(a) The waiver, whether express or implied, by either party of a
violation of any of the provisions of this Agreement shall not operate or
be construed as a waiver of any subsequent violation of any such provision.

(b) No right, benefit or interest hereunder shall be subject to
assignment, encumbrance, charge, pledge, hypothecation or set off in
respect of any claim, debt or obligation, or similar process.

(d) In the event that any provision or portion of this Agreement shall
be determined to be invalid or unenforceable for any reason, the remaining
provisions of this Agreement shall remain in full force and effect to the
fullest extent permitted by law.

(e) This Agreement shall be binding upon and inure to the benefit of
the Executive and the Corporation, and their respective heirs, successorsand
assigns.

(f) No benefit or promise hereunder shall be secured by any specific
assets of the Corporation. The Executive shall have only the rights of an
unsecured general credit of the Corporation in seeking satisfaction of such
benefits or promises.

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

(h) This Agreement sets forth the entire agreement and understanding
of the parties hereto with respect to the matters covered hereby.

-7-

<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed by or in behalf
of the parties hereto as of the date first above written.

WACHOVIA CORPORATION

By: _______________________________
Chief Executive Officer

Attest:

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

[Corporate Seal]

______________________________(Seal)
Executive

-8-

Exhibit 10.12

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, made as of the 25th day of October,
1996, by and between WACHOVIA CORPORATION (the "Corporation") and HUGH M. DURDEN
(the "Executive");

R E C I T A L S:

The Corporation desires to secure the services of the
Executive in its behalf or in behalf of one or more of its subsidiaries for
which the Executive may render services hereunder from time to time, in
accordance with the terms and conditions set forth herein. In addition, the
Corporation desires to provide the Executive with an incentive to remain in the
service of the Corporation or one or more of its subsidiaries by granting to the
Executive compensation security as set forth herein should his employment be
terminated by the Corporation without cause during the term of this Agreement.

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

1. Employment. The Executive shall devote his working time
exclusively to the performance of such services for the Corporation or
one or more of its subsidiaries as may be assigned to him by the
Corporation from time to time, and shall perform such services
faithfully and to the best of his ability. Such services shall be
rendered in a senior management or executive capacity and shall be of a
type for which the Executive is suited by background and training.
References herein to services rendered for the Corporation and
compensation and benefits payable or provided by the Corporation shall
include services rendered for and compensation and benefits payable or
provided by any subsidiary of the Corporation.

2. Term of Agreement. The term of this Agreement shall
commence on the date hereof and shall continue in effect until December
31, 1999; provided, however, that commencing on the first anniversary
of this Agreement, and each anniversary thereafter, the term of this
Agreement shall automatically be extended for one additional year
unless at least 90 days prior to any such anniversary date either party
shall notify the other in writing that it does not wish to extend the
term of this Agreement beyond the then applicable expiration date. In
no event, however, may the term of this Agreement extend beyond the
Executive's sixtieth birthday. References herein to the "term" of this
Agreement shall mean the original term plus any continuation as
provided in this Section 2. The "term" shall not be deemed to refer to
the Compensation Period described in Section 4.

3. Termination of Employment by the Corporation. The
Corporation may terminate the employment of the Executive at any time
for any reason; provided, that except as set forth in Sections 6 and 7,
the Corporation will provide the Executive with Compensation
Continuance to the extent described in Section 4 if the

-1-

<PAGE>

Executive's employment is involuntarily terminated. The Executive's
employment shall be deemed to be involuntarily terminated if he is
terminated by the Corporation for any reason other than for "cause" as
defined in Section 6, or if he voluntarily terminates employment within
six months after: (a) his base salary is reduced below its level in
effect on the date hereof without the Executive's consent, or (b) the
Corporation amends the Executive Retirement Agreement between the
Corporation and the Executive dated January 27, 1995 (the "Retirement
Agreement"), without the Executive's consent, and such amendment
reduces benefits to which the Executive would have been entitled had
such amendment not been made, or (c) the duties assigned to the
Executive are not of the status and type described in Section 1 and the
Executive has not consented thereto. The Executive shall be deemed to
have consented to any reduction described in (a) or (b), or assignment
described in (c), unless he shall object thereto in writing within
thirty days after he receives notice thereof.

4. Compensation Continuance. If the Executive's employment
hereunder is involuntarily terminated as described in Section 3, he
will be entitled to receive the cash compensation and benefits
described in (a), (b) and (c) below (herein, "Compensation
Continuance") for the period beginning with the date of such
involuntary termination and ending with the earlier of (i) the third
anniversary of the date of such termination, or (ii) the Normal
Retirement Date of the Executive as defined in the Retirement Agreement
(such period is referred to herein as the "Compensation Period"). The
duration of the Compensation Period shall not be affected by the fact
that the term of this Agreement otherwise would end before such Period
expires. The cash compensation and benefits are as follows:

(a) Cash Compensation. The amount of cash
compensation to be received monthly during the Compensation
Period shall equal one-twelfth of the sum of (i) the
Executive's highest annual rate of salary from the Corporation
in effect during the 12-month period prior to his involuntary
termination, plus (ii) an amount equal to the average of the
annual amounts, if any, awarded to the Executive under the
Corporation's Senior Management Incentive Plan for the three
consecutive calendar years next preceding the year of such
termination, plus (iii) the average of any annual
contributions by the Corporation (excluding participant
contributions) in behalf of the Executive under the Retirement
Savings and Profit-Sharing Plan of Wachovia Corporation and
the Wachovia Corporation Retirement Savings and Profit-Sharing
Benefit Equalization Plan for the three consecutive calendar
years preceding the year of such termination. Each monthly
payment of such cash compensation shall have deducted
therefrom all payroll taxes and withholdings required by law.

-2-

<PAGE>

(b) Employee Benefits. During the Compensation Period
the Executive shall be carried on the payroll of the
Corporation, and shall be deemed to be continuing in the
employment of the Corporation for the purpose of applying and
administering employee benefit plans of the Corporation (other
than any tax-qualified retirement plans) and individual
contracts between the Corporation and the Executive providing
supplemental or equalization payments or benefits with respect
to the Executive. The Executive shall participate in any
changes during the Compensation Period in benefit plans or
programs applicable generally to employees of the Corporation,
or to a class of employees which includes senior executives of
the Corporation, but shall not have any right or option to
participate in any such plan or program in which he was not a
participant immediately prior to his involuntary termination
of employment. Any individual contract between the Corporation
and the Executive in effect at the time of his involuntary
termination of employment may be terminated or amended by the
Corporation to the extent permitted by the terms of such
contract; provided, that during the Compensation Period the
Corporation shall not, without the written consent of the
Executive or except to the extent required by law, make any
amendment to or terminate any one or more of the following
individual contracts or plans as applied to the Executive: (i)
the Retirement Agreement; (ii) the Wachovia Corporation
Retirement Savings and Profit-Sharing Benefit Equalization
Plan; and (iii) the Wachovia Corporation Retirement Income
Benefit Enhancement Plan. The Corporation shall have no
obligation to the Executive to make any change or improvement
in any such contract during the Compensation Period even if
the Corporation shall make changes or improvements during such
period in similar contracts, if any, with other senior
executives of the Corporation.

(c) Acceleration of Stock Options and Restricted
Awards. Immediately upon termination of the Executive's
employment, all options previously granted to the Executive
and outstanding on the date of termination to acquire shares
of common stock of the Corporation shall become fully vested
and exercisable (or subject to surrender) in full and all
restricted awards shall be deemed to be earned in full;
provided, that restricted awards based upon performance
criteria or a combination of performance criteria and
continued service shall be deemed to be earned in accordance
with the terms, conditions and procedures of the plan or plans
pursuant to which any such restricted awards were granted.

-3-

<PAGE>

In the event that the Executive shall engage in full-time employment
permitted hereunder for another employer or on a self-employed basis
during the Compensation Period, his employment with the Corporation
shall be deemed to have terminated for purposes of Section 4(b) as of
the date he begins such full-time employment, but the payments in
Section 4(a) shall continue for the remainder of the Compensation
Period and the rights under Section 4(c) shall be applicable, in each
case subject to the provisions of Section 7.

5. Voluntary Termination of Employment by the Executive. The
Executive reserves the right to terminate his employment voluntarily at
any time for any reason following at least six months' notice to the
Corporation. If such notice shall be given, this Agreement shall
terminate as of the effective date of termination as set forth in such
notice (or the date six months from the date of receipt by the
Corporation of such notice, if no effective date shall be set forth
therein), unless sooner terminated as provided in Section 3, 6 or 8.
The Executive shall not be entitled to any form of Compensation
Continuance as a result of such voluntary termination.

6. Termination for Cause. This Agreement shall immediately be
terminated and neither party shall have any obligation hereunder
(including but not limited to any obligation on the part of the
Corporation to provide Compensation Continuance) if the Executive's
employment is terminated for "cause." Termination for cause shall occur
when termination results from the Executive's (a) criminal dishonesty,
(b) refusal to perform his duties hereunder on substantially a
full-time basis, (c) refusal to act in accordance with any specific
substantive instructions of the Chief Executive Officer or the Board of
Directors of the Corporation, or (d) engaging in conduct which could be
materially damaging to the Corporation without a reasonable good faith
belief that such conduct was in the best interests of the Corporation.
The determination of whether a termination is for cause shall be made
by the Management Resources and Compensation Committee of the Board of
Directors of the Corporation (the "Committee"), and such determination
shall be final and conclusive on the Executive and all other persons
affected thereby.

7. Executive's Obligations; Early Termination of
Compensation Period.

(a) During the Compensation Period, the Executive
shall provide consulting services to the Corporation at such
time or times as the Corporation shall reasonably request,
subject to appropriate notice and to reimbursement by the
Corporation of all reasonable travel and other expenses
incurred and paid by the Executive. In the event the Executive
shall engage in full-time employment permitted hereunder
during the Compensation Period for another employer or on a
self-employed basis, his obligation to provide the consulting

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<PAGE>

services hereunder shall be limited by the requirements of
such employment.

(b) The Executive shall not disclose to any other
person any material information or trade secrets concerning
the Corporation or any of its subsidiaries at any time during
or after the Compensation Period. The Executive will at all
times refrain from taking any action or making any statements,
written or oral, which are intended to and do disparage the
business, goodwill or reputation of the Corporation or any of
its subsidiaries, or their respective directors, officers,
executives or other employees, or which could adversely affect
the morale of employees of the Corporation or any
subsidiaries.

(c) The Executive shall not, without the
Corporation's written consent, engage in competitive
employment at any time during the Compensation Period. The
Executive shall be deemed to engage in competitive employment
if he shall render services as an employee, officer, director,
consultant or otherwise, for any employer which conducts a
principal business or enterprise that competes directly with
the Corporation or affiliate of the Corporation.

(d) In the event that the Executive shall refuse to
provide consulting services in accordance with paragraph (a),
or shall materially violate the terms and conditions of
paragraph (b) or (c), the Corporation may, at its election,
terminate the Compensation Period and Compensation Continuance
to the Executive. The Corporation may also initiate any form
of legal action it may deem appropriate seeking damages or
injunctive relief with respect to any material violations of
paragraph (a), (b) or (c).

(e) The Committee shall be responsible for
determining whether the Executive shall have violated this
Section 7, and all such determinations shall be final and
conclusive. Upon the request of the Executive, the Committee
will provide an advance opinion as to whether a proposed
activity would violate the provisions of paragraph (c).

8. Death and Disability. In the event that, during the term of
this Agreement or during the Compensation Period, the Executive shall
die or shall become entitled to benefits under the Corporation's
Long-Term Disability Plan, this Agreement shall thereupon terminate and
neither the Executive nor any other person shall have any further
rights or benefits hereunder (including any rights to Compensation
Continuance).

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<PAGE>

9. Other Severance Benefits. Except as otherwise provided in
this Agreement, the Executive shall not be entitled to any form of
severance benefits, including benefits otherwise payable under any of
the Corporation's regular severance plans or policies, irrespective of
the circumstances of his termination of employment. The Executive
agrees that the payments and benefit provided hereunder, subject to the
terms and conditions hereof, shall be in full satisfaction of any
rights which he might otherwise have or claim by operation of law, by
implied contract or otherwise, except for rights which he may have
under employee benefit plans of the Corporation or individual written
contracts with the Corporation.

10. Waiver of Claims. In consideration of the obligations of
the Corporation hereunder, the Executive unconditionally releases the
Corporation, its 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, including but not limited to (a) any claims under federal,
state or local laws prohibiting discrimination, including without
limitation the Age Discrimination in Employment Act of 1967, as
amended, or (b) 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 the execution
hereof.

11. Notices. All notices hereunder shall be in writing
and deemed properly given if delivered by hand and receipted or if
mailed by registered mail, return receipt requested. Notices to the
Corporation shall be directed to the Secretary of the Corporation with
a copy directed to the Chief Executive Officer. Notices to the
Executive shall be directed to his last known address.

-6-

<PAGE>

12. Miscellaneous.

(a) The waiver, whether express or implied, by either
party of a violation of any of the provisions of this
Agreement shall not operate or be construed as a waiver of any
subsequent violation of any such provision.

(b) No right, benefit or interest hereunder shall be
subject to assignment, encumbrance, charge, pledge,
hypothecation or set off in respect of any claim, debt or
obligation, or similar process.

(d) In the event that any provision or portion of
this Agreement shall be determined to be invalid or
unenforceable for any reason, the remaining provisions of this
Agreement shall remain in full force and effect to the fullest
extent permitted by law.

(e) This Agreement shall be binding upon and inure to
the benefit of the Executive and the Corporation, and their
respective heirs, successors and assigns.

(f) No benefit or promise hereunder shall be secured
by any specific assets of the Corporation. The Executive shall
have only the rights of an unsecured general creditor of the
Corporation in seeking satisfaction of such benefits or
promises.

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

(h) This Agreement sets forth the entire agreement
and understanding of the parties hereto with respect to the
matters covered hereby, and amends and supersedes any
predecessor Employment Agreement between the parties hereto.

-7-

<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed by or in
behalf of the parties hereto as of the date first above written.

WACHOVIA CORPORATION

By: ____________________________
Chief Executive Officer

Attest:

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

[Corporate Seal]

/s/ Hugh M. Durden (Seal)
--------------------
Executive

-8-

Exhibit 10.21

EXHIBIT A

AMENDMENT TO EXECUTIVE RETIREMENT AGREEMENT

<PAGE>

AMENDMENT TO
EXECUTIVE RETIREMENT AGREEMENT

THIS AMENDMENT TO EXECUTIVE RETIREMENT AGREEMENT, made and
entered into as of the _____ day of ___________, 1996, by and between Wachovia
Corporation (the "Corporation"), a North Carolina corporation, and
____________________ (the "Executive").

R E C I T A L S:

The Corporation and the Executive executed the Executive
Retirement Agreement as of the _____ day of _____________, 19___ (the
"Agreement"). It is deemed advisable to amend the Agreement to provide for the
automatic vesting of the Supplemental Benefit upon a change of control of the
Corporation, and to update the Agreement to reflect changes in the name of the
Committee and the Equalization Plan as defined in the Agreement. In all other
respects, the Agreement, as it may have been previously amended, is hereby
ratified, confirmed and approved.

NOW, THEREFORE, the Corporation and the Executive hereby agree
that the Agreement shall be and hereby is amended, effective as of the date
hereof, as follows:

1. In the Recitals, change the name of the
"Compensation, Nominating and Organization Committee" to the
"Management Resources and Compensation Committee."

2. Insert the following new material at the end of
Section 7(a):

"Notwithstanding the foregoing provisions of this Section 7(a), in the
event of a change of control of the Corporation, the Executive shall be
vested in the right to receive payment of the Supplemental Benefit
under this Agreement, which right shall not be forfeited upon the
termination of the Executive for any reason other than for cause as
defined in this Section 7(a). In the event the employment of the
Executive is terminated at any time following a change in control of
the Corporation, the Supplemental Benefit and Spouse's Supplemental
Benefit (if any) shall be paid commencing as of the later of the date
of the termination of the Executive or the date the Executive attains
(or would have attained but for death) the age of fifty-five. For the
purposes herein, the term 'change of control' shall have the meaning
given such term in the Wachovia Corporation Stock Plan, as it may be
hereafter amended."

3. In Section 7(k), change the name of the "Wachovia
Corporation Retirement Income Benefit Equalization Plan" to the
"Wachovia Corporation Retirement Income Benefit Enhancement Plan."
Change all references in the Agreement from the "Equalization Plan" to
the "Enhancement Plan."

4. Insert the following new sentence at the end of
Section 7(i):

<PAGE>

"Upon a change of control of the Corporation as defined in Section
7(a), this Agreement may not be amended or terminated without the
express written consent of the Executive."

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

WACHOVIA CORPORATION

By: ________________________

Donald R. Hughes, Chairman
Management Resources
and Compensation Committee

ATTEST:

______________________________
Secretary

____________________________
Executive

Exhibit 10.24

1996 DECLARATION OF AMENDMENT TO
THE FIRST WACHOVIA CORPORATION
SENIOR MANAGEMENT AND DIRECTOR
STOCK PLAN

THIS DECLARATION OF AMENDMENT, made this 25th day of October, 1996, by
WACHOVIA CORPORATION (the "Company"), to the First Wachovia Corporation Senior
Management and Director Stock Plan (the "Plan");

R E C I T A L S:

NOW, THEREFORE, IT IS DECLARED that, effective as of October 25th,
1996, the Plan shall be amended as follows:

1. By deleting Section 2(a) of the Plan and inserting the
following in lieu thereof:

2. By deleting Section 6(b)(ii) of the Plan and inserting the
following in lieu thereof:

"An Option may be exercised by giving written notice of at
least ten days to the Committee at such place as the Committee
shall direct. Such notice shall specify the number of shares
to be purchased pursuant to an Option and the aggregate
purchase price to be paid therefor, and shall be accompanied
by the payment of such purchase price. Such payment shall be
in the form of (i) cash; (ii) shares owned by the Optionee at
the time of exercise; (iii) delivery of a properly executed
written notice of exercise to the Corporation and delivery to
a broker of written notice of exercise and irrevocable
instructions to promptly deliver to the Corporation the amount
of sale

<PAGE>

or loan proceeds to pay the Option price; (iv) funds borrowed
from a related corporation; or (v) any combination of the
foregoing. Shares tendered in payment on the exercise of an
Option shall be valued at their fair market value on the date
of exercise, as determined by the Committee by applying the
provisions of Section 6(a)(ii)."

3. By deleting the last sentence of Section 6(c) of the Plan.

4. By deleting subparagraphs (a), (b) and (c) of Section 8 of the
Plan and inserting the following sentence at the end of
Section 8:

"Each Election must be made in writing to the Committee prior
to the Tax Date."

5. By amending Section 13 of the Plan to delete the following
sentence:

"Notwithstanding the foregoing, shareholder approval shall be
required for any other amendments which require such approval
in order to secure an exemption from Section 16(b) of the
Securities Exchange Act of 1934, as amended."

IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of Wachovia Corporation as the day and year first above written.

WACHOVIA CORPORATION

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

ATTEST:

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

[Corporate Seal]
2

<PAGE>

Exhibit 10.26

WACHOVIA CORPORATION

Approval of Director Deferred Compensation Plan Amendments

WHEREAS, Wachovia Corporation (the "Corporation") sponsors the Deferred
Compensation Plan for the Board of Directors of Wachovia Corporation (the
"Corporation Plan") and Wachovia Bank of North Carolina, N.A. (the "Bank")
sponsors the Deferred Compensation Plan for the Board of Directors of Wachovia
Bank and Trust Company, N.A. (the "Bank Plan") (the Corporation Plan and the
Bank Plan are referred to collectively herein as the "Plans"); and

WHEREAS, the Plans permit the members of the Board of Directors of the
Corporation and the Bank to defer the payment of directors' fees; and

WHEREAS, it is deemed advisable to amend the Plans to permit a
participant who is a non-employee member of the Board of Directors of the
Corporation (an "Eligible Director") to transfer the amounts deferred under the
Plans to the Wachovia Corporation Director Deferred Stock Unit Plan (the "Stock
Unit Plan") in exchange for stock units of equivalent value, to change the
interest crediting rate to coincide with the rate credited to amounts deferred
under other deferred compensation arrangements maintained by the Corporation and
its affiliates, and to reflect the change in the name of the Committee which
administers the Plans (and, in the case of the Bank Plan, to reflect the change
in the name of the Bank); and

WHEREAS, legal counsel to the Corporation has prepared declarations
setting forth the required amendments, entitled "1996 Declaration of Amendment
to Deferred Compensation Plan for the Board of Directors of Wachovia
Corporation" and "1996 Declaration of Amendment to Deferred Compensation Plan
for the Board of Directors of Wachovia Bank and Trust Company, N.A." (the
"Declarations"), copies of which have been made available for examination by the
members of the Management Resources and Compensation Committee of the Board of
Directors of the Corporation;

NOW, THEREFORE, BE IT RESOLVED, by the Management Resources and
Compensation Committee of the Board of Directors of Wachovia Corporation, that
the Plans shall be and hereby are amended as provided in the Declaration; and

BE IT FURTHER RESOLVED, that each Eligible Director who has entered into
a deferred compensation arrangement with the Corporation or any of its
affiliates shall be permitted to transfer the deferred amounts to the Stock Unit
Plan in exchange for stock units of equivalent value; and

BE IT FURTHER RESOLVED, that the Declarations shall be and hereby are
adopted and approved, and the proper officers of the Corporation (in the case of
the Corporation Plan) and the Bank (in the case of the Bank Plan) shall be and
hereby are authorized and directed to execute the Declarations and to take such
other actions as may be deemed necessary or advisable to carry out the intent
and purpose of this resolution.

<PAGE>

* * * * * * *

THIS IS TO CERTIFY that the foregoing is a true and correct copy of
resolutions duly adopted by the Management Resources and Compensation Committee
of the Board of Directors of Wachovia Corporation effective as of the 25th day
of October, 1996.

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

[Corporate Seal]

<PAGE>

1996 DECLARATION OF AMENDMENT TO
DEFERRED COMPENSATION PLAN
FOR THE BOARD OF DIRECTORS OF
WACHOVIA CORPORATION

THIS DECLARATION OF AMENDMENT, made the 25th day of October,
1996, by WACHOVIA CORPORATION (the "Corporation"), a North Carolina corporation
with its principal office at Winston-Salem, North Carolina, to the Deferred
Compensation Plan for the Board of Directors of Wachovia Corporation (the
"Plan").

R E C I T A L S:

It is deemed advisable to amend the Plan to permit a
Participant to transfer the Deferral Amount under the Plan to the Wachovia
Corporation Director Deferred Stock Unit Plan in exchange for stock units of
equivalent value, to change the interest crediting rate to coincide with the
rate credited to amounts deferred under other deferred compensation arrangements
maintained by the Corporation, and to reflect the change in the name of the
Committee which administers the Plan.

NOW, THEREFORE, it is declared that the Plan shall be and
hereby is amended, effective as of the date hereof except as otherwise provided,
as follows:

1. In Section 3, delete from the first sentence
"Compensation, Nominating and Organization Committee" and substitute
therefor "Management Resources and Compensation Committee."

2. Effective January 1, 1997, delete from Section 4 the
last sentence and insert therefor the following:

"As of the last day of each calendar month as of which there are
accrued and unpaid amounts deferred by a Participant (including after
payments have commenced as provided in Sections 5 and 6), such unpaid
amounts shall be credited with an amount equivalent to interest to be
computed by multiplying such unpaid amounts by the rate determined in
accordance with the provisions of Exhibit B attached hereto."

3. Delete Exhibit B to the Plan and substitute therefor
the Exhibit B attached hereto.

4. Insert the following new Section 13 at the end of the
Plan:

<PAGE>

"Section 13. Transfer of Deferral Amount. Each Participant who
is a non-employee member of the Board of Directors of Wachovia as of
August 1, 1996, may make a one-time election to transfer the Deferral
Amount of the Participant to the Wachovia Corporation Director Deferred
Stock Unit Plan (the "Stock Unit Plan"). Such election shall be made in
the manner required by the Committee during the period beginning
November 1, 1996, and ending January 31, 1997. A Participant making
such election shall receive on February 1, 1997, a grant of stock units
pursuant to the Stock Unit Plan having a value then equal to the
Deferral Amount of the Participant determined as of January 31, 1997.
Upon such transfer, the electing Participant shall have no further
right under this Plan with respect to such Deferral Amount."

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

WACHOVIA CORPORATION

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

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

[Corporate Seal]

2
<PAGE>
Exhibit B

COMPUTATION OF AMOUNTS EQUIVALENT TO INTEREST

As of the last day of each calendar month as of which there
are accrued and unpaid amounts of deferred compensation, 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 unpaid deferred compensation balance as of the last day of such
month multiplied by a ratio, the numerator of which is the number of days in
such month and the denominator of which is the number of days in that 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.

Exhibit 10.28

WACHOVIA CORPORATION

Approval of Retirement Pay Plan for Board of Directors Amendment

WHEREAS, Wachovia Corporation (the "Company") sponsors the Retirement
Pay Plan for the Board of Directors of (First) Wachovia Corporation (the "Plan")
for the benefit of its Eligible Directors; and

WHEREAS, it is deemed advisable to amend the Plan to
freezeparticipation for new directors who become Board members after July 31,
1996, toprovide a one-time opportunity for Eligible Directors who are currently
serving the Board of Directors (the "Board") to transfer their Accrued Pension
Value determined as of July 31, 1996 into the newly created Wachovia Corporation
Director Deferred Stock Unit Plan (the "Stock Unit Plan"), and to rename it
inresponse to the revisions made to the name of the Company since the adoption
of the Plan; and

WHEREAS, legal counsel to the Company has prepared a declaration setting
forth the required amendments, entitled "First 1996 Declaration of Amendment to
the Retirement Pay Plan for the Board of (First) Wachovia Corporation (the
"Declaration"), a copy of which has been made available for examination by the
members of the Board of Directors of the Company;

NOW, THEREFORE BE IT RESOLVED, by the Board of Directors of Wachovia
Corporation, that the Declaration shall be and hereby is approved and adopted,
and the proper officers of the Company, acting for and in behalf of the Company,
shall be and hereby are authorized and directed to execute the Declaration and
to take such other actions as may be deemed necessary or advisable to carry out
the intent and purpose of this resolution.

* * * * *

THIS IS TO CERTIFY that the foregoing is a true and correct copy of
resolutions duly adopted by the Board of Directors of Wachovia Corporation
effective as of the 25th day of July, 1996.

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

[Corporate Seal]

<PAGE>

FIRST 1996 DECLARATION OF
AMENDMENT TO THE RETIREMENT PAY PLAN
FOR THE BOARD OF DIRECTORS OF (FIRST) WACHOVIA CORPORATION

THIS DECLARATION OF AMENDMENT, made the 25th day of July, 1996, by
Wachovia Corporation (the "Company"), a North Carolina corporation with its
principal office in Winston-Salem, North Carolina, to the Retirement Pay Plan
for the Board of Directors of (First) Wachovia Corporation (the "Plan").

R E C I T A L S:

It is deemed advisable to amend the Plan to freeze participation to new
directors who become Board members after July 31, 1996, to provide a one-time
opportunity for Eligible Directors who are currently serving the Board of
Directors (the "Board") to transfer their Accrued Pension Value determined as of
July 31, 1996 into the newly created Wachovia Corporation Director Deferred
Stock Unit Plan (the "Stock Unit Plan"), and to rename it in response to the
revisions made to the name of the Company since the adoption of the Plan.

NOW, THEREFORE, it is declared that the Plan shall be and hereby is
amended, effective as of the date hereof, as follows:

1. Delete the name of the Plan in the first paragraph and replace it
with the name:

"Retirement Pay Plan for the Board of Directors of Wachovia
Corporation."

2. Delete Section 2(a) in its entirety and replace it with the
following:

"(a) The director is a member of the Board after December 31, 1990
and elects to continue participation in the Plan through a valid
election subsequent to July 31, 1996 or is currently drawing a
Retirement Payment from the Plan. Effective July 31, 1996, there will
be no future Eligible Directors.

3. Add a Section 10 to the Plan to read in its entirety as follows:

"10. Effective July 31, 1996, the Eligible Directors currently serving
on the Board will be provided a one-time, special transfer opportunity to
transfer his or her Accrued Pension Value from the Plan to the Stock Unit Plan.
If an Eligible Director authorizes the Company to transfer such an amount,
through a valid election received by the end of the business day on October 31,
1996, the Eligible Director will no longer be an Eligible Director for this Plan
after the date of the transfer foregoing all rights and privileges noted herein.

The Accrued Pension Value will be determined under the greater of two
approaches:

a) a Project and Pro-Rate Method which determines the lump sum
present value of the Retirement Payment which would be
payable to the Eligible Director assuming he or she continues
to serve as a director for the Company until the annual
shareholder meeting following his or her sixty-seventh (67th)
birthday (the "Presumed Retirement Date") and multiplying
such benefit by the ratio of the director's Period of Service
through July 31, 1996, determined in completed

<PAGE>

months and rounded to the next whole year to the Period of
Service the director would have served at the Presumed
Retirement Date; and

b) a Straight Accrual Method which determines the lump sum
present value of the Retirement Payment, payable upon
retirement from the Board following his or her Presumed
Retirement Date, but based on his or her Period of Service
through July 31, 1996, determined in completed months and
rounded to the next whole year.

For purposes of determining the lump sum present value as of July 31, 1996, the
payment period under the Project and Pro-Rate Method will be the Period of
Service as of the Presumed Retirement Date counting the director's assumed
service on the Board after July 31, 1996 through the Presumed Retirement Date,
while the payment period under the Straight Accrual Method will be the Period of
Service, rounded to the next integral year, determined as of July 31, 1996. The
interest and mortality assumptions used to determine the lump sum present value
will be those defined by the Retirement Income Plan of Wachovia Corporation for
use in determining lump sum cash-out amounts in 1996.

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

WACHOVIA CORPORATION

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

Attest:

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

[Corporate Seal]

Exhibit 10.36

WACHOVIA CORPORATION
STOCK PLAN

(As Amended and Restated Effective October 25, 1996)

<PAGE>

WACHOVIA CORPORATION
STOCK PLAN

1. Purpose.

The purpose of the Wachovia Corporation Stock Plan (the
"Plan") is to encourage and enable selected key employees of Wachovia
Corporation (the "Corporation") and its subsidiaries, and nonemployee Directors
of the Corporation, to acquire or to increase their holdings of common stock of
the Corporation (the "Common Stock") and other proprietary interests in the
Corporation in order to promote a closer identification of their interests with
those of the Corporation and its shareholders, thereby further stimulating their
efforts to enhance the efficiency, soundness, profitability, growth and
shareholder value of the Corporation. This purpose will be carried out through
the granting of benefits (collectively referred to herein as "Awards") to
selected key employees and nonemployee Directors, including but not limited to
the granting of incentive stock options ("Incentive Options"), nonqualified
stock options ("Nonqualified Options"), stock appreciation rights ("SAR's"),
restricted stock awards ("Restricted Stock Awards"), and restricted units
("Restricted Units") to selected key employees; and the granting of initial
restricted stock awards ("Initial Director Awards") and annual restricted stock
awards ("Annual Director Awards") to members of the Board of Directors
(individually, a "Director") who are not employees of the Corporation or a
related corporation. (Incentive Options and Nonqualified Options shall be
referred to herein collectively as "Options." Restricted Stock Awards and
Restricted Units shall be referred to herein collectively as "Restricted
Awards." Initial Director Awards and Annual Director Awards shall be referred to
herein collectively as "Director Awards.")

2. Administration of the Plan.

(a) Subject to Section 11 herein, the Plan shall be
administered by the Management Resources and Compensation Committee of
the Board of Directors of the Corporation (the "Committee"). Each
member of the Committee shall be a "non-employee director," as such
term is defined in Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or any successor rule.
The Committee shall be comprised of no fewer than the minimum number of
non-employee directors as may be required by Rule 16b-3.

(b) Any action of the Committee with respect to the Plan may
be taken by a written instrument signed by all of the members of the
Committee and any such action so taken by written consent shall be as
fully effective as if it had been taken by a majority of the members at
a meeting duly held and called. Subject to the provisions of the Plan,
and unless authority is granted to the Chief Executive Officer as
provided in Section 2(c), the Committee shall have full and final
authority in its discretion to take any action with respect to the Plan
including, without limitation, the authority (i) to determine all
matters relating to Awards, including selection of individuals to be
granted Awards, the types of Awards, the number of shares of the Common
Stock, if any, subject to an Award, and all terms, conditions,
restrictions and limitations of an Award; (ii) to prescribe the form or
forms of the Agreements evidencing any Awards granted under the Plan;
(iii) to establish, amend and rescind rules and regulations for the
administration of the Plan; and (iv) to construe and interpret the Plan
and Agreements evidencing Awards granted under the Plan, to establish
and interpret rules and regulations for administering the Plan and to
make all other determinations deemed necessary or advisable for
administering the Plan.

<PAGE>

(c) Notwithstanding Section 2(b), and subject to Section 11
herein, the Committee may delegate to the Chief Executive Officer of
the Corporation the authority to grant Awards, and to make any or all
of the determinations reserved for the Committee in the Plan and
summarized in subsection (b)(i) with respect to such Awards, to any
individual who, at the time of said grant or other determination (i) is
not deemed to be an officer or Director of the Corporation within the
meaning of Section 16 of the Exchange Act; (ii) is not deemed to be a
Covered Employee; and (iii) is otherwise eligible under Section 5.

3. Effective Date.

The effective date of the Plan is April 22, 1994 (the
"Effective Date"). The Plan was amended and restated effective October 25, 1996.
Awards may be granted under the Plan on and after the effective date, but not
after April 21, 2004.

4. Shares of Stock Subject to the Plan.

The shares of Common Stock that may be issued pursuant to
Awards shall not exceed in the aggregate 6,000,000 shares of authorized but
unissued shares of the Corporation. The Corporation hereby reserves sufficient
authorized shares of Common Stock to meet the grant of Awards hereunder. Any
shares subject to an Award which is subsequently forfeited, expires or is
terminated may again be the subject of an Award granted under the Plan;
provided, that if an Option or SAR shall be accepted for surrender by the
Committee pursuant to the terms of the Plan, the shares subject thereto shall
not thereafter be available for the granting of other Options or Awards. If
there is any change in the shares of Common Stock because of a merger,
consolidation or reorganization involving the Corporation or a related
corporation, or if the Board of Directors of the Corporation declares a stock
dividend or stock split distributable in shares of Common Stock, or if there is
a change in the capital stock structure of the Corporation or a related
corporation affecting the Common Stock, the number of shares of Common Stock
reserved for issuance under the Plan shall be correspondingly adjusted, and the
Committee shall make such adjustments to Awards or to any provisions of this
Plan as the Committee deems equitable to prevent dilution or enlargement of
Awards.

5. Eligibility.

An Award may be granted only to an individual who satisfies
the following eligibility requirements on the date the Award is granted:

(a) With respect to the grant of Awards other than Director
Awards, the individual is an employee of the Corporation or a related
corporation. For this purpose, an individual shall be considered to be
an "employee" only if there exists between the individual and the
Corporation or a related corporation the legal and bona fide
relationship of employer and employee. In determining whether such a
relationship exists, the regulations of the United States Treasury
Department relating to the determination of the employment relationship
for the purpose of collection of income tax on wages at the source
shall be applied.

(b) With respect to the grant of an Award other than a
Director Award, the individual, being otherwise eligible to receive an
Award under this Section 5, (i) is a key

-2-

<PAGE>

employee of the Corporation or a related corporation; and (ii) is
selected by the Committee as an individual to whom a Restricted Award
shall be granted (a "Grantee"), an individual to whom an Option shall
be granted (an "Optionee"), or an individual to whom an SAR shall be
granted (an "SAR Holder"). For the purposes herein, a "key employee"
shall mean an employee of the Corporation or a related corporation who
makes significant and important contributions to the Corporation or a
related corporation. The Committee shall determine which employees
qualify as key employees.

(c) With respect to the grant of Incentive Options, the
individual does not own, immediately before the time that the Incentive
Option is granted, stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Corporation. For
this purpose, an individual will be deemed to own stock which is
attributable to him under Section 424(d) of the Internal Revenue Code
of 1986, as amended (the "Code").

(d) With respect to the grant of a Director Award, the
individual shall be eligible to receive such an Award under the
provisions of Section 9.

6. Options.

(a) Grant of Options. Subject to the limitations of the Plan,
the Committee may in its sole and absolute discretion grant Options to
such eligible key employees in such numbers, upon such terms and at
such times as the Committee shall determine. Both Incentive Options and
Nonqualified Options may be granted under the Plan. To the extent that
an Option is designated as an Incentive Option but does not qualify as
such under Section 422 of the Code, the Option (or portion thereof)
shall be treated as a Nonqualified Option.

(b) Option Price. The price per share at which an Option may
be exercised (the "Option Price") shall be not less than the fair
market value per share of the shares on the date the Option is granted.
For this purpose, the following rules shall apply:

(i) An Option shall be considered to be granted on
the date that the Committee acts to grant the Option, or on
any later date specified by the Committee as the effective
date of the Option.

(ii) The fair market value of the shares shall be
determined in good faith by the Committee and shall be the
price per share of the last sale of such shares on the New
York Stock Exchange as reported in The Wall Street Journal for
the last trading day prior to the date the Option is granted;
or if there was no such sale on such trading day, the fair
market value shall be determined in accordance with the
applicable provisions of Section 20.2031-2 of the Federal
Estate Tax Regulations, or in any other manner consistent with
the Code and accompanying regulations.

(iii) In no event shall there first become
exercisable by the Optionee in any one calendar year Incentive
Options granted by the Corporation or any related corporation
with respect to shares having an aggregate fair market value
(determined at the time an Incentive Option is granted)
greater than $100,000.

-3-

<PAGE>

(i) The period during which an Option may be
exercised (the "Option Period") shall be determined by the
Committee at the time the Option is granted. Such period shall
not extend more than ten years from the date on which the
Option is granted. Any Option or portion thereof not exercised
before expiration of the Option Period shall terminate.

(ii) An Option may be exercised by giving written
notice to the Corporation at such place as the Committee shall
direct. Such notice shall specify the number of shares to be
purchased pursuant to an Option and the aggregate purchase
price to be paid therefor, and shall be accompanied by the
payment of such purchase price. Such payment shall be in the
form of (A) cash; (B) shares of Common Stock owned by the
Optionee at the time of exercise; (C) funds borrowed from a
related corporation; (D) delivery of written notice of
exercise to the Committee and delivery to a broker of written
notice of exercise and irrevocable instructions to promptly
deliver to the Corporation the amount of sale or loan proceeds
to pay the Option Price; or (E) a combination of the foregoing
methods. Shares tendered in payment on the exercise of an
Option shall be valued at their fair market value on the date
of exercise, as determined by the Committee by applying the
provisions of Section 6(b)(ii).

(iii) No Option shall be exercised unless the
Optionee is, at the time of exercise, an employee, as
described in Section 5(a), and has been an employee
continuously since the date the Option was granted, subject to
Section 12 herein and the following:

(A) The employment relationship of an
Optionee shall be treated as continuing intact for
any period that the Optionee is on military or sick
leave or other bona fide leave of absence; provided,
that the period of such leave does not exceed ninety
days or, if longer, as long as the Optionee's right
to reemployment is guaranteed either by statute or by
contract. The employment relationship of an Optionee
shall also be treated as continuing intact while the
Optionee is not in active service because of
disability; provided, that shares acquired by the
Optionee pursuant to exercise of an Incentive Option
shall be subject to Sections 421 and 422 of the Code
only if and to the extent that such exercise occurs
within twelve months less one day following the date
the Optionee's employment is considered to be
terminated because of such disability under Section
422. The Committee shall determine whether there is a
disability within the meaning of this section.

(B) If the employment of an Optionee is
terminated because of retirement, which shall mean
termination on or after the date of his retirement as
provided in Section 8(b)(ii), or because of early
retirement under the Retirement Income Plan of
Wachovia Corporation, or any successor plan thereto
applicable to the Optionee (herein, "retirement"), or
if the Optionee dies while he is an employee or after
retirement, the Option may be exercised only to the
extent exercisable on the date of the Optionee's
retirement or death (the

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<PAGE>

"termination date"), except that the Committee, in
its sole and absolute discretion, may accelerate the
date that any Option which was not otherwise
exercisable on the termination date shall be
exercisable in whole or in part, without any
obligation to accelerate such date with respect to
other Options granted to the Optionee or to
accelerate such date with respect to Options granted
to any other Optionee, or to treat all Optionees
similarly situated in the same manner. The Option
must be exercised, if at all, prior to the earlier
of: (1) the close of the period of twelve months next
succeeding the termination date, or (2) the close of
the Option Period. In the event of the Optionee's
death, such Option shall be exercisable by such
person or persons as shall have acquired the right to
exercise the Option by will or by the laws of
intestate succession.

(C) If the employment of the Optionee is
terminated for any reason other than as provided in
subparagraph (B) above, his Option may be exercised
only to the extent exercisable on the date of such
termination of employment, except that the Committee,
in its sole and absolute discretion, may accelerate
the date that any Option which was not otherwise
exercisable on the date of such termination of
employment shall be exercised in whole or in part,
without any obligation to accelerate such date with
respect to other Options granted to the Optionee or
to accelerate such date with respect to Options
granted to any other Optionee, or to treat all
Optionees similarly situated in the same manner. The
Option must be exercised, if at all, prior to the
earlier of: (1) the close of the period of three
months less one day next succeeding the date of
termination of employment, or (2) the close of the
Option Period. If the Optionee dies following such
termination of employment and prior to the earlier of
the dates specified in (1) and (2) in the immediately
preceding sentence, the Optionee shall be treated as
having died while employed under subparagraph (B)
above (treating for this purpose the Optionee's date
of termination of employment as the termination
date).

(iv) A certificate or certificates for shares of
Common Stock acquired upon exercise of an Option shall be
issued in the name of the Optionee and distributed to the
Optionee (or his beneficiary) as soon as practicable following
receipt of notice of exercise.

(d) Nontransferability of Options.

(i) Options shall not be transferable other than by
will, the laws of intestate succession or pursuant to a
qualified domestic relations order (as defined by the Code, or
Title I of the Employee Retirement Income Security Act
("ERISA"), or the rules thereunder). The designation of a
beneficiary does not constitute a transfer. An option shall be
exercisable during the Optionee's lifetime only by him or by
his guardian or legal representative.

(ii) If an Optionee is subject to Section 16 of the
Exchange Act, shares of Common Stock acquired upon exercise of
an Option may not, without the consent of the

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<PAGE>

Committee, be disposed of by the Optionee until the expiration
of six months after the date the Option was granted.

7. Stock Appreciation Rights.

(a) Grant of SAR's. Subject to the limitations of the Plan,
the Committee may in its sole and absolute discretion grant SAR's to
such eligible key employees in such numbers, upon such terms and at
such times as the Committee shall determine. SAR's may be granted to an
Optionee of an Option (hereinafter called a "related Option") with
respect to all or a portion of the shares of Common Stock subject to
the related Option (a "Tandem SAR") or may be granted separately to an
eligible key employee (a "Freestanding SAR"). Subject to the
limitations of the Plan, SAR's shall be exercisable in whole or in part
upon notice to the Corporation upon such terms and conditions as are
provided in the Agreement relating to the grant of the SAR.

(b) Tandem SAR's. A Tandem SAR may be granted either
concurrently with the grant of the related Option or (if the related
Option is a Nonqualified Option) at any time thereafter prior to the
complete exercise, termination, expiration or cancellation of such
related Option. Tandem SAR's shall be exercisable only at the time and
to the extent that the related Option is exercisable (and may be
subject to such additional limitations on exercisability as the
Committee may provide in the Agreement), and in no event after the
complete termination or full exercise of the related Option. For
purposes of determining the number of shares of Common Stock that
remain subject to such related Option and for purposes of determining
the number of shares of Common Stock in respect of which other Awards
may be granted, upon the exercise of Tandem SAR's, the related Option
shall be considered to have been surrendered to the extent of the
number of shares of Common Stock with respect to which such Tandem
SAR's are exercised. Upon the exercise or termination of the related
Option, the Tandem SAR's with respect thereto shall be cancelled
automatically to the extent of the number of shares of Common Stock
with respect to which the related Option was so exercised or
terminated. Subject to the limitations of the Plan, upon the exercise
of a Tandem SAR, the SAR Holder shall be entitled to receive from the
Corporation, for each share of Common Stock with respect to which the
Tandem SAR is being exercised, consideration equal in value to the
excess of the fair market value of a share of Common Stock (as
determined in accordance with Section 6(b)(ii) herein) on the date of
exercise over the related Option Price per share; provided, that the
Committee may, in any Agreement granting Tandem SAR's, establish a
maximum value payable for such SAR's.

(c) Freestanding SAR's. The base price of a Freestanding SAR
shall be not less than 100% of the fair market value of the Common
Stock (as determined in accordance with Section 6(b)(ii) herein) on the
date of grant of the Freestanding SAR. Subject to the limitations of
the Plan, upon the exercise of a Freestanding SAR, the SAR Holder shall
be entitled to receive from the Corporation, for each share of Common
Stock with respect to which the Freestanding SAR is being exercised,
consideration equal in value to the excess of the fair market value of
a share of Common Stock on the date of exercise over the base price per
share of such Freestanding SAR; provided, that the Committee may, in
any Agreement granting Freestanding SAR's, establish a maximum value
payable for such SAR's.

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<PAGE>

(d) Exercise of SAR's.

(i) Subject to the terms of the Plan, SAR's shall be
exercisable in whole or in part upon such terms and conditions
as are provided in the Agreement relating to the grant of the
SAR. The period during which an SAR may be exercisable shall
not exceed ten years from the date of grant or, in the case of
Tandem SAR's, such shorter Option Period as may apply to the
related Option. Any SAR or portion thereof not exercised
before expiration of the period stated in the Agreement
relating to the grant of the SAR shall terminate.

(ii) SAR's may be exercised by giving written notice
to the Corporation at such place as the Committee shall
direct. The date of exercise of the SAR shall mean the date on
which the Corporation shall have received notice from the SAR
Holder of the exercise of such SAR.

(iii) No SAR may be exercised unless the SAR Holder
is, at the time of exercise, an employee, as described in
Section 5(a), and has been an employee continuously since the
date the SAR was granted, subject to Section 12 and the
provisions of Section 6(c)(iii) herein.

(e) Consideration; Election. The consideration to be received
upon the exercise of the SAR by the SAR Holder shall be paid
in cash, shares of Common Stock (valued at fair market value
on the date of exercise of such SAR in accordance with Section
6(b)(ii) herein) or a combination of cash and shares of Common
Stock, as elected by the SAR Holder, subject to the discretion
of the Committee and the terms of the applicable Agreement.
The Corporation's obligation arising upon the exercise of the
SAR may be paid currently or on a deferred basis with such
interest or earnings equivalent as the Committee may
determine. A certificate or certificates for shares of Common
Stock acquired upon exercise of an SAR for shares shall be
issued in the name of the SAR Holder and distributed to the
SAR Holder (or his beneficiary) as soon as practicable
following receipt of notice of exercise. No fractional shares
of Common Stock will be issuable upon exercise of the SAR and,
unless otherwise provided in the applicable Agreement, the SAR
Holder will receive cash in lieu of fractional shares.

(f) Limitations. The applicable Agreement may provide for a
limit on the amount payable to the SAR Holder upon exercise of
SAR's at any time or in the aggregate, for a limit on the
number of SAR's that may be exercised by the SAR Holder in
whole or in part for cash during any specified period, for a
limit on the time periods during which the SAR Holder may
exercise SAR's, and for such other limits on the rights of the
SAR Holder and such other terms and conditions of the SAR as
the Committee may determine, including, without limitation, a
condition that the SAR may be exercised only in accordance
with rules and regulations adopted by the Committee from time
to time. Unless otherwise so provided in the applicable
Agreement or the Plan, any such limit relating to a Tandem SAR
shall not restrict the exercisability of the related Option.

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<PAGE>

(g) Nontransferability.

(i) SAR's shall not be transferable other than by
will, the laws of intestate succession or pursuant to a
qualified domestic relations order (as defined by the Code, or
Title I of ERISA or the rules thereunder). The designation of
a beneficiary does not constitute a transfer. SAR's may be
exercised during the SAR Holder's lifetime only by him or by
his guardian or legal representative.

(ii) If the SAR Holder is subject to Section 16 of
the Exchange Act, shares of Common Stock acquired upon
exercise of the SAR may not, without the consent of the
Committee, be disposed of by the SAR Holder until the
expiration of six months after the date the SAR was granted.

8. Restricted Awards.

(a) Grant of Restricted Awards. Subject to the limitations of
the Plan, the Committee may in its sole and absolute discretion grant
Restricted Awards to such eligible key employees in such numbers, upon
such terms and at such times as the Committee shall determine. A
Restricted Award may consist of a Restricted Stock Award or a
Restricted Unit, or both. Restricted Awards shall be payable in cash or
whole shares of Common Stock (including Restricted Stock), or partly in
cash and partly in whole shares of Common Stock, in accordance with the
terms of the Plan and the sole and absolute discretion of the
Committee. Restricted Awards payable in shares of Common Stock shall be
granted only from shares reserved and then available for the granting
of Awards under the Plan. The Committee may condition the grant or
vesting, or both, of a Restricted Award upon the continued service of
the Grantee for a certain period of time, attainment of such
performance objectives as the Committee may determine, or upon a
combination of continued service and performance objectives. The
Committee shall determine the nature, length and starting date of the
period during which the Restricted Award may be earned (the
"Restriction Period") for each Restricted Award, which shall be as
stated in the Agreement to which the Award relates. In the case of
Restricted Awards based upon performance criteria, or a combination of
performance criteria and continued service, the Committee shall
determine the performance objectives to be used in valuing Restricted
Awards and determine the extent to which such Awards have been earned.
Performance objectives may vary from participant to participant and
between groups of participants and shall be based upon such
Corporation, business unit and/or individual performance factors and
criteria as the Committee in its sole discretion may deem appropriate,
including, but not limited to, earnings per share, return on equity,
return on assets or total return to shareholders. Restriction Periods
may overlap and participants may participate simultaneously with
respect to Restricted Awards that are subject to different Restriction
Periods, performance factors and performance criteria. The measure of
whether and to what degree such objectives have been attained, and the
resulting Awards to be paid, will be determined by the Committee. The
earned portion of a Restricted Award may be paid currently or on a
deferred basis with such interest as may be determined by the
Committee, in its sole and absolute discretion. Payment may be made
either in a lump sum payment or in annual installments commencing as
soon as practicable after the end of the relevant Restriction Period,
as determined by the Committee, in its sole and absolute discretion.

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<PAGE>

(b) Earning of Restricted Awards. A Restricted Award granted
to a Grantee shall be deemed to be earned as of the first to occur of
the completion of the Restriction Period, retirement of the Grantee,
death or disability of the Grantee or acceleration of the Restricted
Award, provided that, in the case of Restricted Awards based upon
performance criteria or a combination of performance criteria and
continued service, the Committee shall have sole discretion to
determine if, and to what degree, the Restricted Awards shall be deemed
earned at the end of the Restriction Period or upon the retirement,
death or disability of the Grantee. In addition, the following rules
shall also apply to the earning of Restricted Awards:

(i) Completion of Restriction Period. For this
purpose, a Restricted Award shall be deemed to be earned upon
completion of the Restriction Period (except as otherwise
provided herein for performance-based Restricted Awards). In
order for a Restricted Award to be deemed earned, the Grantee
must have been continuously employed during the Restriction
Period. "Continuous employment" shall mean employment with any
combination of the Corporation and one or more related
corporations, and a temporary leave of absence with consent of
the Corporation shall not be deemed to be a break in
continuous employment.

(ii) Retirement of the Grantee. For this purpose, the
Grantee shall be deemed to have retired as of the earlier of
(A) his normal retirement date under the Retirement Income
Plan of Wachovia Corporation, or any successor plan thereto
applicable to the Grantee, or (B) his retirement date under a
contract, if any, between the Grantee and the Corporation
providing for his retirement from the employment of the
Corporation or a related corporation prior to such normal
retirement date.

(iii) Death or Disability of the Grantee. Except as
otherwise provided herein for performance-based Restricted
Awards, if the Grantee shall terminate continuous employment
because of death or disability before a Restricted Award is
otherwise deemed to be earned pursuant to this Section 8(b),
the Grantee shall be deemed to have earned a percentage of the
Award (rounded to the nearest whole share in the case of
Restricted Awards payable in shares) determined by dividing
the number of his full years of continuous employment then
completed during the Restriction Period with respect to the
Award by the number of years of such Restriction Period.

(iv) Acceleration of Restricted Award by the
Committee. Notwithstanding the provisions of this Section
8(b), the Committee, in its sole and absolute discretion, may
accelerate the date that any Restricted Award shall be deemed
to be earned in whole or in part, without any obligation to
accelerate such date with respect to other Restricted Awards
granted to the Grantee or to accelerate such date with respect
to Restricted Awards granted to any other Grantee, or to treat
all Grantees similarly situated in the same manner.

(c) Forfeiture of Restricted Awards. If the employment of a
Grantee shall be terminated for any reason, and the Grantee has not
earned all or part of a Restricted Award pursuant to Section 8(b), such
Award to the extent not then earned shall be forfeited immediately upon
such termination and the Grantee shall have no further rights with
respect thereto.

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<PAGE>

(d) Dividend and Voting Rights; Share Certificates. A Grantee
shall have no dividend rights or voting rights with respect to shares
reserved in his name pursuant to a Restricted Award payable in shares
but not yet earned pursuant to Section 8(b). A certificate or
certificates for shares of Common Stock representing a Restricted Award
payable in shares shall be issued in the name of the Grantee and
distributed to the Grantee (or his beneficiary) as soon as practicable
following the date that the shares subject to the Award are earned as
provided in Section 8(b). No certificate shall be issued hereunder in
the name of the Grantee except to the extent the shares represented
thereby have been earned.

(e) Nontransferability.

(i) The recipient of a Restricted Award payable in
shares shall not sell, transfer, assign, pledge or otherwise
encumber shares subject to the Award until the Restriction
Period has expired or until all conditions to vesting have
been met.

(ii) Restricted Awards shall not be transferable
other than by will, the laws of intestate succession or
pursuant to a qualified domestic relations order (as defined
by the Code, or Title I of ERISA or the rules thereunder). The
designation of a beneficiary does not constitute a transfer.

(iii) If a Grantee of a Restricted Award is subject
to Section 16 of the Exchange Act, shares of Common Stock
subject to such Award may not, without the consent of the
Committee, be sold or otherwise disposed of within six months
following the date of grant of such Award.

9. Director Awards.

(a) Initial Award. Each nonemployee Director who is
newly-elected or appointed to the Board of Directors on or after the
Effective Date of the Plan shall receive a Director Award of 1,000
shares of Restricted Stock (an "Initial Director Award"). An Initial
Director Award shall be deemed granted following the close of business
of the Corporation on the date of the annual or special meeting of
shareholders at which the Director was initially elected or the date of
the Board of Directors meeting at which the Director was initially
appointed. Such Initial Director Award shall be restricted for a period
of three years and shall be deemed earned and shall vest on the third
anniversary of the date of grant. A Director who is not a member of the
Board of Directors on the date an Initial Director Award vests shall
forfeit the Award.

(b) Annual Award. Commencing with the 1994 annual meeting of
shareholders and for each annual meeting thereafter, each nonemployee
Director who has been a Director for at least a year shall receive an
annual grant of 250 shares of Restricted Stock (an "Annual Director
Award") following the close of business of the Corporation on the date
of the annual meeting of shareholders. An Annual Director Award shall
be restricted for a period of one year and shall be deemed earned and
shall vest one year after the date of grant; provided, that a Director
who is not a member of the Board of Directors at the time an Annual
Director Award vests shall forfeit the Award.

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<PAGE>

(c) Dividends and Voting Rights. Directors shall have no
dividend or voting rights with respect to shares subject to Director
Awards until such Awards have vested.

(d) Share Certificates. A certificate or certificate for
shares of Common Stock representing a Director Award shall be issued in
the name of the Director (or his beneficiary) and distributed to the
Director (or his beneficiary) as soon as practicable following the date
that the shares subject to the Director Award are vested as provided
herein. No certificate shall be issued hereunder in the name of the
Director except to the extent that the shares represented thereby have
been vested. At the time the Director Award or a portion thereof is
vested, the Director shall have full and immediate rights to the shares
represented by such certificates (except to the extent of restrictions
imposed by law).

(e) Death, Disability or Retirement of Director. If the
service of a Director as a member of the Board is terminated due to
death, disability or retirement (in accordance with the policies of the
Corporation then in effect for retirement of Directors), and the
Director has not yet earned a Director Award as provided in Section
9(a) or (b), such Director Award shall be deemed to be fully vested.

(f) Forfeiture. If the service of a Director as a member of
the Board is terminated for any other reason, and the Director has not
earned a Director Award as provided in Section 9(a) and (b), such
Director Award shall be forfeited immediately upon such termination and
the Director shall have no further rights with respect to such Director
Award.

(g) Nontransferability.

(i) A recipient of a Director Award shall not sell,
transfer, assign, pledge or otherwise encumber shares subject
to a Director Award until all conditions, if any, subsequent
to vesting have been met.

(ii) Shares subject to a Director Award may not be
sold or otherwise disposed of within six months following the
date of grant of such Award.

(h) Nonemployee Directors. For the purposes herein in (and
notwithstanding the reference in Section 2(a) to non-employee directors
for administrative purposes), a "nonemployee Director" shall mean a
Director who is not an employee of the Corporation or a related
corporation at the time of the grant of a Director Award and has never
served as a senior officer of the Corporation or a related corporation.

10. Withholding.

The Corporation shall withhold all required local, state and
federal taxes from any amount payable in cash with respect to an Award. The
Corporation shall require any recipient of an Award payable in shares of the
Common Stock to pay to the Corporation in cash the amount of any tax or other
amount required by any governmental authority to be withheld and paid over by
the Corporation to such authority for the account of such recipient.
Notwithstanding the foregoing, the recipient may satisfy such obligation in
whole or in part, and any other local, state or federal income tax obligations

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<PAGE>

relating to such an Award, by electing (the "Election") to have the Corporation
withhold shares of Common Stock from the shares to which the recipient is
entitled. The number of shares to be withheld shall have a fair market value
(determined in accordance with Section 6(b)(ii)) as of the date that the amount
of tax to be withheld is determined (the "Tax Date") as nearly equal as possible
to (but not exceeding) the amount of such obligations being satisfied. Each
Election must be made in writing to the Committee prior to the Tax Date.

11. Performance-Based Compensation. To the extent to
which it is necessary to comply with Section 162(m) of the Code and the
regulations thereunder, the following provisions shall apply:

(a) Compliance with Code Section 162(m). It is the intent of
the Corporation that Awards conferred under the Plan to Covered
Employees, as such term is defined in Section 14(f) herein, shall
comply with the qualified performance-based compensation exception to
employer compensation deductions set forth in Section 162(m) of the
Code, and the Plan shall be construed in favor of meeting the
requirements of Section 162(m) of the Code and the regulations
thereunder to the extent possible.

(b) Committee Authority and Composition. The Committee shall
be authorized to establish performance goals for participants, certify
satisfaction of performance goals and other material terms for
participants, and to take such other action as may be necessary in
order to qualify for the performance-based compensation exception. The
Committee shall be comprised of two or more outside directors (as such
term is defined in Section 162(m) of the Code and the regulations
thereunder). Notwithstanding the foregoing, the committee authorized to
take such actions may be comprised of a subcommittee of the Committee
or other directors who qualify as outside directors (as such term is
defined in Section 162(m) of the Code and the regulations thereunder),
and the actions taken by such subcommittee or other group of outside
directors shall be effective as the action of the Committee to the
extent permitted by the Plan, Rule 16b-3 under the Exchange Act, and
Section 162(m) of the Code and the regulations thereunder.

(i) Subject to Sections 6, 7, and 8 herein:

(A) In no event shall an employee be granted
Options for more than 75,000 shares of Common Stock
during any 12-month period; and

(B) In no event shall an employee be granted
SAR's for more than 75,000 shares of Common Stock
during any 12-month period;

(C) In no event shall an employee be granted
Restricted Awards having an aggregate dollar value
greater than $1,000,000 during any 12-month period;

provided, however, that the limitations set forth in Section
11(c)(i) and (ii) shall be subject to adjustment as provided
in Section 4 herein.

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<PAGE>

(ii) The Committee shall not have discretion to
increase the amount of performance-based compensation payable
to a participant in the Plan over the amount determined in
accordance with the terms of the Plan. The Committee shall in
any event have the discretion to reduce or eliminate the
amount of an Award that would otherwise be payable to any
participant in accordance with the terms of the Plan.

(d) Change in Performance Goals. The material terms of the
performance goal or goals pursuant to which Awards are to be made shall
be disclosed to, and subject to the approval of, the shareholders of
the Corporation. Material terms of a performance goal or goals, the
targets of which may be changed by the Committee, shall be disclosed to
and subject to the reapproval of, the shareholders of the Corporation
upon a change of the material terms of the performance goal or goals by
the Committee or as may be otherwise required by Section 162(m) of the
Code or the regulations thereunder.

12. No Right or Obligation of Continued Employment.

Nothing contained in the Plan shall require the Corporation or
a related corporation to continue to employ a Grantee, Optionee or SAR Holder or
to continue an individual as a member of the Board of Directors of the
Corporation, nor shall any such individual be required to remain in the
employment of the Corporation or a related corporation or on the Board of
Directors of the Corporation. Except as otherwise provided in the Plan, Awards
granted under the Plan to employees of the Corporation shall not be affected by
any change in the duties or position of the participant, as long as such
individual remains an employee of the Corporation or a related corporation.

13. Retirement Plans.

In no event shall any amounts accrued, distributable or
payable under the Plan be treated as compensation for the purpose of determining
the amount of contributions or benefits to which any person shall be entitled
under any retirement plan sponsored by the Corporation or a related corporation
that is intended to be a qualified plan within the meaning of Section 401(a) of
the Code.

14. Certain Definitions.

For purposes of the Plan, the following terms shall have the
meaning indicated:

(a) "Agreement" means any written agreement or agreements
between the Corporation and the recipient of an Award pursuant to the
Plan relating to the terms, conditions and restrictions of Options,
SAR's, Restricted Awards, Director Awards and any other Awards
conferred herein.

(b) "Covered employee" shall mean any individual who, on the
last day of the taxable year, is (i) the chief executive officer of the
Corporation or is acting in such capacity or (ii) among the four
highest compensated officers (other than the chief executive officer),
as determined in accordance with the executive compensation disclosure
rules under the Exchange Act, unless otherwise provided in Section
162(m) of the Code or the regulations thereunder.

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<PAGE>

(c) "Disability" shall mean the inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death,
or which has lasted or can be expected to last for a continuous period
of not less than twelve months.

(d) "Parent" or "parent corporation" shall mean any
corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation if each corporation other than
the Corporation owns stock possessing fifty percent or more of the
total combined voting power of all classes of stock in another
corporation in the chain.

(e) "Predecessor" or "predecessor corporation" means a
corporation which was a party to a transaction described in Section
424(a) of the Code (or which would be so described if a substitution or
assumption under that Section had occurred) with the Corporation, or a
corporation which is a parent or subsidiary of the Corporation, or a
predecessor of any such corporation.

(f) "Related corporation" means any parent, subsidiary or
predecessor of the Corporation.

(g) "Restricted Stock" shall mean shares of Common Stock which
are subject to Director Awards or Restricted Awards payable in shares,
the vesting of which is subject to restrictions set forth in the Plan
or the Agreement relating to such Award.

(h) "Subsidiary" or "subsidiary corporation" means any
corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation if each corporation other
than the last corporation in the unbroken chain owns stock possessing
fifty percent or more of the total combined voting power of all classes
of stock in another corporation in the chain.

15. Amendment and Termination of the Plan.

The Plan may be amended or terminated at any time by the Board
of Directors of the Corporation; provided, that such amendment or termination
shall not, without the consent of the recipient of an Award, adversely affect
the rights of the recipient with respect to an Award previously granted; and
provided further, that approval by the shareholders of the Corporation shall be
required for any amendment which would (i) increase the number of shares of
Common Stock which may be issued under the Plan, except to the extent of
adjustments pursuant to Section 4; (ii) permit the granting of Awards to any
member of the Committee (except for nondiscretionary Director Awards granted
hereunder); or (iii) materially change the requirements for eligibility to be a
recipient of an Award.

16. Restrictions on Shares.

The Committee may impose such restrictions on any shares
representing Awards and Options hereunder as it may deem advisable, including
without limitation restrictions under the Securities Act of 1933, as amended,
under the requirements of the New York Stock Exchange and under any Blue Sky or
state securities laws applicable to such shares. The Committee may cause a
restrictive legend to

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<PAGE>

be placed on any certificate issued pursuant to an Award hereunder in such form
as may be prescribed from time to time by applicable laws and regulations or as
may be advised by legal counsel.

17. Applicable Law.

The Plan shall be governed by and construed in accordance with
the laws of the State of North Carolina.

18. Shareholder Approval.

The Plan is subject to approval by the shareholders of the
Corporation on or before April 22, 1994. Awards granted prior to such
shareholder approval shall be conditioned upon and shall be effective only upon
approval of the Plan by such shareholders on or before such date.

19. Predecessor Plan.

As of the Effective Date of the Plan, no further options or
awards shall be granted under the Wachovia Corporation Senior Management and
Director Stock Plan, as amended (the "Predecessor Plan"). The Predecessor Plan
shall continue in effect and shall be applicable with respect to all options and
awards issued or granted prior to the Effective Date under the Predecessor Plan.

20. Section 16(b) Compliance.

It is the intention of the Corporation that the Plan shall
comply in all respects with Rule 16b-3 under the Exchange Act, and, if any Plan
provision is later found not to be in compliance with Section 16 of the Exchange
Act, the provision shall be deemed null and void, and in all events the Plan
shall be construed in favor of it meeting the requirements of Rule 16b-3.
Notwithstanding anything in the Plan to the contrary, the Committee, in its sole
and absolute discretion, may bifurcate the Plan so as to restrict, limit or
condition the use of any provision of the Plan to participants who are officers
or Directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other participants.

21. Change of Control.

(a) Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change of Control (as defined in Section
21(b) herein):

(i) All Options and SAR's outstanding as of the date
of such Change of Control shall become fully exercisable,
whether or not then otherwise exercisable.

(ii) Any restrictions including but not limited to
the Restriction Period applicable to any Restricted Award
shall be deemed to have expired, and such Restricted Awards
shall become fully vested and payable to the fullest extent of
the original grant of the applicable Award.

-15-

<PAGE>

(iii) The restrictions, if any, applicable to any
Director Award shall be deemed to have expired, and such
Director Awards shall be deemed earned immediately.

(iv) Notwithstanding the foregoing, in the event of a
merger, share exchange, reorganization or other business
combination affecting the Corporation or a related
corporation, the Committee may, in its sole and absolute
discretion, determine that any or all Awards granted pursuant
to the Plan shall not vest or become exercisable on an
accelerated basis, if the Board of Directors or the surviving
or acquiring corporation, as the case may be, shall have taken
such action, including but not limited to the grant of
substitute awards, as in the opinion of the Committee is
equitable or appropriate to protect the rights and interests
of participants under the Plan. For the purposes herein, the
Committee authorized to make the determinations provided for
in this Section 21(a)(iv) shall be appointed by the Board of
Directors, two-thirds of the members of which shall have been
Directors of the Corporation prior to the merger, share
exchange, reorganization or other business combinations
affecting the Corporation or a related corporation.

(b) For the purposes herein, as "Change of Control" shall be
deemed to have occurred on the earliest of the following dates:

(i) The date any entity or person shall have become
the beneficial owner of, or shall have obtained voting control
over, thirty percent or more of the outstanding Common Stock
of the Corporation;

(ii) The date the shareholders of the Corporation
approve a definitive agreement (A) to merge or consolidate the
Corporation with or into another corporation, in which the
Corporation is not the continuing or surviving corporation or
pursuant to which any shares of Common Stock of the
Corporation would be converted into cash, securities or other
property of another corporation, other than a merger of the
Corporation in which holders of Common Stock immediately prior
to the merger have the same proportionate ownership of Common
Stock of the surviving corporation immediately after the
merger as immediately before, or (B) to sell or otherwise
dispose of substantially all the assets of the Corporation;
or

(iii) The date there shall have been a change in a
majority of the Board of Directors of the Corporation within a
twelve month period unless the nomination for election by the
Corporation's shareholders of each new director was approved
by the vote of two-thirds of the directors then still in
office who were in office at the beginning of the twelve month
period.

(For the purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such
term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act, other than the Corporation, a subsidiary of the Corporation or any
employee benefit plan(s) sponsored or maintained by the Corporation or
any subsidiary thereof, and the term "beneficial owner" shall have the
meaning given the term in Rule 13d-3 under the Exchange Act.)

-16-

<PAGE>

IN WITNESS WHEREOF, this Wachovia Corporation Stock Plan, as
amended and restated effective October 25, 1996, is, by the authority of the
Board of Directors of the Corporation, executed in behalf of the Corporation,
the 25th day of October, 1996.

WACHOVIA CORPORATION

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

/s/ Alice Washington Grogan
- ------------------------------------
Secretary
[Corporate Seal]

-17-

Exhibit 10.37

WACHOVIA CORPORATION

Approval of Director Deferred Stock Unit Plan

WHEREAS, in order to encourage and enable non-employee members of the
Board of Directors (the "Board") of Wachovia Corporation (the "Company") to
acquire or increase their proprietary interests in the Corporation based on the
appreciation in the value of the Company's common stock (the "common stock"),
the Board of Directors proposes to establish a Director Deferred Stock Unit Plan
(the "Plan"); and

WHEREAS, pursuant to the Plan, the terms and conditions of which are
outlined herein, each eligible non-employee director would receive certain
deferred stock unit awards ("awards"), which awards would entitle the recipient
to a cash-only payment based on the value of the common stock at the time of
settlement of the award upon the director's termination of service on the Board;

NOW, THEREFORE, BE IT RESOLVED, that the Plan, be and it hereby is
approved and adopted, and, further, that the grant of awards, the election by
directors to transfer and defer certain accrued pension and retainer awards, the
settlement of awards upon termination of service as a director and all other
transactions contemplated by the Plan and as more specifically described below,
be and they hereby are approved;

RESOLVED FURTHER, that the Plan provides for the following types of
awards, the grant of each of which be and it hereby is approved:

(i) Persons who are non-employee directors as of the effective date of
the Plan ("existing directors") shall receive the automatic quarterly award
of such number of deferred stock units ("units") as may be purchased for
$2,500 on each of February 1, May 1, August 1 and November 1 of each year
(each such date being a "Quarterly Award Date");

(ii) Persons who become non-employee directors after the effective date
of the Plan shall receive a quarterly award of units equal to that number of
shares of common stock as may be purchased for $4,500 on each Quarterly
Award Date;

(iii) With respect to pension equivalent awards, (A) existing directors
shall have the election to defer amounts accrued on their behalf as of
August 1, 1996 under the Retirement Pay Plan for the Board of Directors of
Wachovia Corporation into such number of units as may be purchased for the
amount of such accrued pension value as of August 1, 1996 (with the grant
made pursuant to such an election to be effective November 1, 1996); and (B)
those existing directors who elect to transfer their accrued pension value
shall receive a pension equivalent award on each Quarterly Award Date equal
to such number of shares of common stock as may be purchased for $2,000;

<PAGE>

(iv) With respect to retainer awards, (A) non-employee directors may
elect to defer all or a portion of their cash retainer fee by making a
deferral election prior to the commencement of the calendar quarter for
which the retainer fee is payable, and upon such election each such
non-employee director shall receive an award of units on each Quarterly
Award Date equal to the number of shares of common stock as could be
purchased for the amount of the deferred cash retainer fee on the Quarterly
Award Date; and (B) each non-employee director may make a one-time election
to transfer amounts deferred on his behalf pursuant to the Deferred
Compensation Plan for the Board of Directors of Wachovia Corporation (or
other deferred compensation plans sponsored by one of the Company's
subsidiaries for its directors) and to receive a deferred retainer award
equal to that number of shares of common stock as may be purchased for the
amount of the transferred account balance of the director as of the
Quarterly Award Date coincident with or after the date of the election; and

(v) Each non-employee director shall be granted dividend equivalent
awards on units credited to his account, with the initial dividend
equivalent award based on all units determined as of August 1, 1996;

RESOLVED FURTHER, that the effective date of the Plan shall be August 1,
1996, with the quarterly awards provided for in subparagraph (i) of the
preceding paragraph to be made that date, the pension equivalent awards
described in subparagraph (iii) of the preceding paragraph to be determined as
of August 1, 1996 and made effective November 1, 1996, and all other awards
under the Plan to be effective on or after November 1, 1996;

RESOLVED FURTHER, that awards granted pursuant to the Plan shall be
entitled to settlement by a non-employee director upon the date that the service
of the director as a member of the Board is terminated for any reason, at which
time the director shall be entitled to settlement of the number of units
credited to his account, and, further, that such settlement shall be made in a
cash lump sum payment on the later of February 1 coincident with or next
following the date of termination or the quarterly award date which follows by
at least six months the last award granted to the non-employee director unless
the director, at least 90 days before termination, elects to receive settlement
in annual cash installments for a period of up to ten years commencing on the
payment date;

RESOLVED FURTHER, that upon a change of control of the Company, a
non-employee director shall be entitled to settlement of all units then credited
to his account; and

RESOLVED FURTHER, that the proper officers and agents of the Company,
acting for and in behalf of the Company, shall be and hereby are authorized and
directed to execute and establish the Plan and to take such other actions as may
be deemed necessary or advisable to carry out the intent and purpose of this
resolution.

* * * *

<PAGE>

THIS IS TO CERTIFY that the foregoing is a true and correct copy of the
resolutions duly adopted by the Board of Directors of Wachovia Corporation
effective as of the 25th day of July, 1996.

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

[Corporate Seal]

<PAGE>

WACHOVIA CORPORATION
DIRECTOR DEFERRED STOCK UNIT PLAN

<PAGE>

WACHOVIA CORPORATION
DIRECTOR DEFERRED STOCK UNIT PLAN

1. Purpose.

The purpose of the Wachovia Corporation Director Deferred Stock
Unit Plan (the "Plan") is to encourage and enable members of the Board of
Directors (the "Board") of Wachovia Corporation (the "Corporation") who
are not employees of the Corporation or a related corporation to acquire
or to increase their proprietary interests in the Corporation in order to
promote a closer identification of their interests with those of the
Corporation and its shareholders, thereby further stimulating their efforts
to enhance the efficiency, soundness, profitability, growth and shareholder
value of the Corporation. This purpose will be carried out through the granting
of phantom stock units to eligible Directors, which, subject to the terms of the
Plan, shall entitle the recipient to a cash-only payment based on the value of
the common stock of the corporation (the "Common Stock"). No actual shares of
Common Stock shall be issued under the Plan, and no participant shall be
entitled to receive shares of Common Stock pursuant to the grant of awards
hereunder. For purposes of the Plan, such phantom stock units (including
fractional units rounded to two decimal places) are referred to individually
as a "Unit" and collectively as "Units," and the grant of Units to a
non-employee director as provided herein is referred to individually as an
"Award" and collectively as "Awards."

2. Administration of the Plan.

The Plan shall be administered by the Management Resources and
Compensation Committee (the "Committee") of the Board of Directors of the
Corporation. Any action of the Committee may be taken by a written instrument
signed by all of the members of the Committee and any action so taken by
written consent shall be as fully effective as if it had been taken by a
majority of the members at a meeting duly called and held. Subject to
the provisions of the Plan and to the extent necessary to preserve the
availability of an exemption under Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), for
transactions by persons subject to Section 16 of the Exchange Act, the Committee
shall have full and final authority, in its discretion, to take action with
respect to the Plan including, without limitation, the authority to (i)
determine the terms and provisions of Awards made pursuant to the Plan; (ii) to
establish, amend and rescind rules and regulations for the administration
of the Plan; and (iii) to construe and interpret the Plan, the rules and
regulations, and to make all other determinations deemed necessary or
advisable for administering the Plan.

3. Effective Date.

The effective date of the Plan shall be August 1, 1996 (the
"Effective Date").

4. Eligibility.

An Award of Units may be made only to a Director who is a Non-Employee
Director on the date of grant of the Award. For purposes of the Plan, a
"Non-Employee Director" means a member of the Board (a "Director") who is not
an employee of the Corporation or a related Corporation and has never served
as a senior officer of the Corporation or a related corporation.

<PAGE>

5. Grant of Awards.

(a) Quarterly Grants.

(i) Existing Directors. Each Non-Employee Director who was a member
of the Board on the Effective Date (an "Existing Director") shall
receive a quarterly Award of Units (a "Quarterly Award") on February
1, May 1, August 1, and November 1 of each year (a "Quarterly Award
Date"), commencing on the Effective Date. The number of Units
represented by each such Quarterly Award for each Existing Director
shall be equal to that number of whole or fractional shares of the
Common Stock of the Corporation as may be purchased for $2,500 on
the Quarterly Award Date, based on the Fair Market Value (as defined
in paragraph (d) of this Section 5) of the shares as determined on the
Quarterly Award Date.

(ii) New Directors. Each Non-Employee Director who becomes a member
of the Board after the Effective Date (a "New Director") shall receive a
Quarterly Award on each Quarterly Award Date occurring on or after the
date the New Director becomes a member of the Board. The number of
Units represented by each such Quarterly Award for each New Director
shall be equal to that number of whole or fractional shares of the
Common Stock of the Corporation as may be purchased for $4,500
on the Quarterly Award Date, based on the Fair Market Value of the
shares as determined on the Quarterly Award Date.

(b) Pension Equivalent Awards.

(i) Pension Equivalent Award Election. Each Existing Director who
elects pursuant to the Retirement Pay Plan for the Board of Directors of
Wachovia Corporation (the "Retirement Pay Plan") to transfer the
Accrued Pension Value of the Existing Director (as determined pursuant
to the Retirement Pay Plan) to this Plan shall receive an Award of
Units (a "Pension Equivalent Award") equal to that number of
whole or fractional shares of the Common Stock of the Corporation as
may be purchased for the amount of the Accrued Pension Value of the
Existing Director as of the Effective Date, based on the Fair Market
Value of the shares as determined on the Effective Date. Each such
Pension Equivalent Award which is made as a result of an election by an
Existing Director as described herein shall be determined as of the
Effective Date and granted as of November 1, 1996.

(ii) Quarterly Pension Equivalent Awards. Each Existing Director who
makes the election to transfer the Accrued Pension Value to this Plan as
provided in Section 5(b)(i) herein shall also receive an additional
Pension Equivalent Award on each Quarterly Award Date (a "Quarterly
Pension Equivalent Award") equal to that number of whole or
fractional shares of the Common Stock of the Corporation as may be
purchased for $2,000 on the Quarterly Award Date, based on the Fair
Market Value of the shares as determined on the Quarterly Award Date.
Notwithstanding the foregoing, however, the initial Quarterly
Pension Equivalent Award shall be determined as of the Effective Date
based on the Fair Market Value as of the Effective Date and shall be
granted as of November 1, 1996.

- 2 -

<PAGE>

(i) Quarterly Deferred Retainer Award. Each Non-Employee Director
may elect to defer all or a portion (in increments of 25%) of the
retainer fee payable in cash to the Director (the "Cash Retainer Fee")
by making a deferral election prior to the commencement of the calendar
quarter for which such Cash Retainer Fee is payable. Each Non-Employee
Director who makes the deferral election shall receive in lieu of the
Cash Retainer Fee an Award of Units (the "Deferred Retainer Award")
on each Quarterly Award Date as of which a deferred Cash Retainer Fee
would otherwise be paid. The Deferred Retainer Award shall equal the
number of whole or fractional shares of the Common Stock of
the Corporation as may be purchased for the amount of the deferred
Cash Retainer Fee on the Quarterly Award Date, based on the Fair Market
Value of the shares as determined on the Quarterly Award Date.

(ii) Deferred Compensation Plan Election. Each Existing Director who
has previously elected to defer payment of the Cash Retainer Fee
pursuant to the Deferred Compensation Plan for the Board of Directors
of Wachovia Corporation or other deferred compensation plans
sponsored by the Corporation's subsidiaries for its directors ("Deferred
Compensation Plans") may make a one-time election to transfer the
account balance of the Existing Director under the Deferred
Compensation Plans to this Plan. Such election may be made by an
Existing Director on or after November 1, 1996, but not later than
January 31, 1997. A New Director having an account balance under a
Deferred Compensation Plan may also make a one-time election to transfer
such account balance to this Plan during a 60-day election period
specified following the election of the Director to the Board. A
Director who makes such election shall receive as of the Quarterly
Award Date coincident with or next following such election a Deferred
Retainer Award equal to that number of whole or fractional shares of the
Common Stock of the Corporation as may be purchased for the amount of
the transferred account balance of the Director as of such
Quarterly Award Date, based on the Fair Market Value of the shares
as determined on such Quarterly Award Date.

(d) Fair Market Value. For purposes of this Plan, the "Fair
Market Value" per share of the Common Stock shall equal the average price
per share (rounded to four decimals) of the last sale of such shares on the
New York Stock Exchange as reported in The Wall Street Journal for the last
ten business days preceding the date such value is determined, unless otherwise
stated.

(e) Dividend Equivalent Grants. Each Non-Employee Director shall be
granted an Award of Units ("Dividend Equivalent Awards") calculated by (i)
multiplying the number of Units credited to a Non-Employee Director as of
the record date for such dividend by the dividend then paid on a share of the
Common Stock, then (ii) dividing that result by the average of the highest and
lowest price per share of Common Stock on the New York Stock Exchange as
reported in The Wall Street Journal for the date the dividend is paid (the
"Dividend Payment Date"). Dividend Equivalent Awards will be granted to
each Non-Employee Director as of the Quarterly Award Date coincident with
or next following the Dividend Payment Date to which the Dividend Equivalent
Award relates. Notwithstanding the foregoing, however, a Dividend Equivalent
Award that relates to an Existing Director's Pension Equivalent Award and
initial Quarterly Pension Equivalent Award shall be

- 3 -

<PAGE>

determined based on the number of Units subject to such Awards as of the
Effective Date, and such Dividend Equivalent Award shall be granted on
November 1, 1996.

(f) Director's Accounts. The Corporation shall establish an account
for each Non-Employee Director (individually, a "Director's Account") to which
the number of Units represented by each Quarterly Award, Pension Equivalent
Award, Deferred Retainer Award and Dividend Equivalent Award shall be credited.

(g) Vesting. The number of Units credited to a Director's Account
pursuant to the grant of Awards shall be fully vested at all times.

6. Settlement.

Upon the date that the service of a Non-Employee Director as a
member of the Board is terminated for any reason (the "Termination Date"), the
Non-Employee Director (or his beneficiary in the event of his death) shall be
entitled to settlement of the number of Units credited to the Director's
Account. The settlement shall occur on the later of (i) the February 1
coincident with or next following the Termination Date, or (ii) the
Quarterly Award Date which follows by at least six months the last Award (other
than a Dividend Equivalent Award) granted to the Non- Employee Director (the
"Payment Date"). The settlement shall be made in a cash lump sum payment equal
to the Fair Market Value per share of Common Stock as determined on the Payment
Date, multiplied by the number of Units then credited to the Director's
Account; provided, that the Non- Employee Director may at least 90 days prior
to the Termination Date elect to receive the settlement in annual cash
installments for a period of up to ten years beginning on the Payment Date and
continuing on each anniversary thereof during the payment period (an
"Installment Payment Date"). The amount of each annual installment payment
shall be calculated by (x) multiplying the Fair Market Value per share of
Common Stock as determined on the Installment Payment Date by the number of
Units credited to the Director's Account on the Payment Date (as increased by
the Units credited to the Director's Account for Dividend Equivalent Awards
and decreased by the number of Units for which payment has been made since the
Payment Date), then (y) dividing that result by the number of installment
payments remaining in the payment period (including the installment payment due
on such Installment Payment Date).

7. Non-transferability of Awards.

Awards shall not be transferable (including by pledge or
hypothecation) other than by will, the laws of intestate succession or pursuant
to a qualified domestic relations order (as defined by the Internal Revenue
Code, or Title I of the Employee Retirement Income Security Act or the rules
thereunder). The designation of a beneficiary does not constitute a transfer.
Further, to the extent required pursuant to Rule 16b-3 under the Exchange Act or
any successor statute or rule, Awards granted under the Plan may not be settled
or otherwise disposed of for a period of six months from the date of grant of
the Award.

8. Beneficiary.

Each Non-Employee Director may designate in writing a person or persons
as beneficiary, which beneficiary shall be entitled to receive settlement of
Awards to which the Non- Employee Director is otherwise entitled in the event
of death. In the absence of such designation by a Non-Employee
Director, and in the event of the Non-Employee Director's death, the estate of

- 4 -

<PAGE>

the Non-Employee Director shall be treated as beneficiary for purposes of the
Plan. The Committee shall have sole discretion to approve the form or forms
of such beneficiary designation.

9. Unfunded Plan.

The Plan, insofar as it provides for the grant of Awards, shall
be unfunded and the Corporation shall not be required to segregate any assets
that may at any time be represented by Awards made under the Plan. Any
liability of the Corporation to any person with respect to any Award made
under the Plan shall be based solely upon any contractual obligations that may
be created pursuant to the Plan, and no term or provision in the Plan shall be
construed to give any person any security, interest, lien or claim against any
specific asset of the Corporation. Neither a Non-Employee
Director nor his beneficiary shall have any rights under the Plan other than
as a general creditor of the Corporation.

10. Effect on Service.

Neither the adoption and operation of the Plan, nor the grant of Awards
hereunder, shall confer upon any Non-Employee Director any right to continue
in the service of the Corporation as a member of the Board or in any way
affect the right of the Corporation to terminate the service of the Non-Employee
Director at any time.

11. Amendment or Termination.

The Plan may be amended, suspended or terminated by action of the
Board at any time; provided, that (i) such amendment, suspension or
termination shall not, without the consent of a Director, adversely affect
the rights of the Director with respect to an Award previously granted;
and (ii) in any event, no amendment, suspension or termination shall operate
to change any previously established settlement date (as provided in Sections
6 and 14 herein). The term of the Plan shall end on the effective date of
termination of the Plan by the Board.

12. Adjustment of Awards.

If there is any change in the shares of Common Stock because of a
merger, consolidation or reorganization involving the Corporation or a related
corporation, or if the Board declares a stock dividend or stock split
distributable in shares of Common Stock, or if there is a change in the capital
stock structure of the Corporation or a related corporation affecting the
Common Stock, the number of Units credited to a Director's Account shall be
correspondingly adjusted, and the Committee shall make such adjustments to
Awards or to any provisions of this Plan as the Committee deems equitable to
prevent dilution or enlargement of Awards.

13. Applicable Law.

Except as otherwise provided herein, the Plan shall be construed and
enforced according to the laws of the State of North Carolina.

14. Change of Control.

Upon a "Change of Control" of the Corporation (as determined by the
General Counsel of the Corporation pursuant to the Wachovia Corporation Grantor
Trust Agreement dated

- 5 -

<PAGE>

November 3, 1995, as amended), a Non-Employee Director may elect to obtain
settlement of the Units then credited to the Director's Account in the manner
described in Section 6, treating for this purpose the date of the Change of
Control as if it were the Termination Date of the Non-Employee Director. An
election by a Non-Employee Director to obtain settlement pursuant to this
Section 14 must be filed by the Non-Employee Director with the Committee at
least six months prior to the Payment Date. Such an election will not affect the
rights of the Non-Employee Director to continue participation in accordance with
the terms of this Plan following the Change of Control.

IN WITNESS WHEREOF, this Wachovia Corporation Deferred Stock Unit Plan
has been executed in behalf of the Corporation effective as of the 1st day of
August, 1996.

WACHOVIA CORPORATION

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

Attest:

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

[Corporate Seal]

- 6 -

Exhibit 12

WACHOVIA CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES

1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S><C>
(A) Excluding interest on deposits
Earnings:
Income before income taxes $934,902 $868,868 $761,482 $687,540 $596,203
Less capitalized interest -- (1,530) (362) -- --
Fixed charges 804,019 768,982 512,717 296,396 232,226
---------- ---------- ---------- ---------- ----------
Earnings as adjusted $1,738,921 $1,636,320 $1,273,837 $983,936 $828,429
========== ========== ========== ========== ==========
Fixed charges:
Interest on purchased and other
short term borrowed funds $431,094 $467,007 $272,572 $173,847 $190,988
Interest on long-term debt 359,946 288,646 226,584 107,585 25,153
Portion of rents representative of the
interest factor (1/3) of rental expense 12,979 13,329 13,561 14,964 16,085
---------- ---------- ---------- ---------- ----------
Fixed charges $804,019 $768,982 $512,717 $296,396 $232,226
========== ========== ========== ========== ==========

Ratio of earnings to fixed charges 2.16 X 2.13 X 2.48 X 3.32 X 3.57 X

(B) Including interest on deposits:
Adjusted earnings from (A) above $1,738,921 $1,636,320 $1,273,837 $983,936 $828,429
Add interest on deposits 881,562 823,454 539,232 557,580 750,887
---------- ---------- ---------- ---------- ----------
Earnings as adjusted $2,620,483 $2,459,774 $1,813,069 $1,541,516 $1,579,316
========== ========== ========== ========== ==========
Fixed charges:
Fixed charges from (A) above $804,019 $768,982 $512,717 $296,396 $232,226
Interest on deposits 881,562 823,454 539,232 557,580 750,887
---------- ---------- ---------- ---------- ----------
Adjusted fixed charges $1,685,581 $1,592,436 $1,051,949 $853,976 $983,113
========== ========== ========== ========== ==========

Adjusted earnings to adjusted fixed 1.55 X 1.54 X 1.72 X 1.81 X 1.61 X
charges

</TABLE>

1996 ANNUAL REPORT AND FORM 10-K

WACHOVIA

<PAGE>
CONTENTS

<TABLE>
<CAPTION>
<S> <C>
Financial Highlights................................... 2
Wachovia Corporation................................... 3
Selected Year-End Data................................. 3
Letter to Shareholders................................. 4
Corporate Highlights................................... 12
Management's Discussion and Analysis
of Financial Condition and Results of Operations..... 14
RESULTS OF OPERATIONS -- 1996 VS. 1995............... 15
SHAREHOLDERS' EQUITY AND CAPITAL RATIOS.............. 32
FOURTH QUARTER ANALYSIS.............................. 35
RESULTS OF OPERATIONS -- 1995 VS. 1994............... 39
Supervision and Regulation............................. 41
Management's Responsibility for Financial Reporting.... 42
Report of Independent Auditors......................... 42
Financial Statements................................... 43
Six-Year Financial Summaries........................... 64
Stock Data............................................. 72
Historical Comparative Data............................ 74
1996 Form 10-K......................................... 75
Member Company Directors............................... 78
Wachovia Corporation Directors and Officers............ 79
Shareholder Information................................ 80
</TABLE>

FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Law of 1995 evidences Congress'
determination that the disclosure of forward-looking information is desirable
for investors and encourages such disclosure by providing a safe harbor for
forward-looking statements by corporate management. This Annual Report,
including the Letter to Shareholders and the Management's Discussion and
Analysis of Financial Condition and Results of Operations, contains
forward-looking statements that involve risk and uncertainty. In order to comply
with the terms of the safe harbor, the corporation notes that a variety of
factors could cause the corporation's actual results and experience to differ
materially from the anticipated results or other expectations expressed in the
corporation's forward-looking statements.
The risks and uncertainties that may affect the operations, performance,
development, growth projections and results of the corporation's business
include, but are not limited to, the growth of the economy, interest rate
movements, timely development by the corporation of technology enhancements for
its products and operating systems, the impact of competitive products, services
and pricing, customer business requirements, Congressional legislation and
similar matters. Readers of this report are cautioned not to place undue
reliance on forward-looking statements which are subject to influence by the
named risk factors and unanticipated future events. Actual results, accordingly,
may differ materially from management expectations.

<PAGE>
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Percent
1996 1995 Change
<S> <C> <C> <C>
EARNINGS AND DIVIDENDS
(thousands, except per share data)
Net income....................................................................... $644,557 $602,543 7.0
Cash dividends paid on common stock.............................................. 254,458 235,495 8.1
Payout ratio (total cash dividends (division sign)
net income)................................................................... 39.5% 39.1%

Net income per common share:
Primary........................................................................ $ 3.81 $ 3.50 8.9
Fully diluted.................................................................. $ 3.80 $ 3.49 8.9

Cash dividends paid per common share............................................. $ 1.52 $ 1.38 10.1

Average primary shares outstanding............................................... 169,094 172,089 (1.7)
Average fully diluted shares outstanding......................................... 169,827 172,957 (1.8)

Return on average assets......................................................... 1.43% 1.45%
Return on average shareholders' equity........................................... 17.62 17.67

BALANCE SHEET DATA AT YEAR-END
(millions, except per share data)
Total assets..................................................................... $ 46,905 $ 44,981 4.3
Interest-earning assets.......................................................... 40,789 40,001 2.0
Loans -- net of unearned income.................................................. 31,283 29,261 6.9
Deposits......................................................................... 27,250 26,369 3.3
Interest-bearing liabilities..................................................... 35,570 34,001 4.6
Shareholders' equity*............................................................ 3,762 3,774 (.3)

Shareholders' equity to total assets............................................. 8.02% 8.39%
Risk-based capital ratios:
Tier I capital................................................................. 9.34 9.43
Total capital.................................................................. 12.97 13.64

Per share:
Book value..................................................................... $ 22.96 $ 22.15 3.7
Common stock closing price (NYSE).............................................. 56.50 45.75 23.5
Price/earnings ratio........................................................... 14.8X 13.1x
</TABLE>

* Includes unrealized gains on securities available-for-sale of $42 million and
$116 million net of tax, respectively

<PAGE>
WACHOVIA CORPORATION
Wachovia Corporation (Wachovia or the Corporation) is a southeastern interstate
bank holding company maintaining dual headquarters in Atlanta, Georgia, and
Winston-Salem, North Carolina. Principal banking subsidiaries are Wachovia Bank
of Georgia, N.A., Atlanta; Wachovia Bank of North Carolina, N.A., Winston-Salem;
and Wachovia Bank of South Carolina, N.A., Columbia. The First National Bank of
Atlanta and Wachovia Bank Card Services, Inc., in Wilmington, Delaware, provide
credit card services for Wachovia's affiliated banks. Page 76 provides a
complete listing of the Corporation's subsidiaries and member companies.
Major corporate and institutional relationships are managed by Wachovia
Corporate Services, Inc., through banking offices in Georgia, North Carolina and
South Carolina and through representative offices in Chicago, London, New York
City and Tokyo. The Corporation maintains foreign branches at Grand Cayman
through its banking subsidiaries and an Edge Act subsidiary in New York City.

Wachovia Trust Services, Inc., provides fiduciary, investment management and
related financial services for corporate, institutional and individual clients.
Discount brokerage and investment advisory services are provided by Wachovia
Investments, Inc., to customers primarily in Georgia, North Carolina and South
Carolina. Wachovia Operational Services Corporation provides information
processing and systems development for Wachovia's subsidiaries. The Corporation
is involved in other financial services activities including residential
mortgage origination, state and local government securities underwriting, sales
and trading, foreign exchange, corporate finance and other money market
services.

SELECTED YEAR-END DATA

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Trust assets (millions):
Discretionary management.................. $ 23,520 $20,226 $17,084 $17,950 $16,147 $14,302
Total..................................... $100,095 $90,144 $78,972 $92,287 $85,806 $78,214
Banking offices:
North Carolina............................ 220 219 216 223 222 224
Georgia................................... 123 124 127 129 134 135
South Carolina............................ 145 146 150 157 158 160
Total................................ 488 489 493 509 514 519
Automated banking machines:
North Carolina............................ 351 328 297 251 221 210
Georgia................................... 222 204 189 180 173 164
South Carolina............................ 213 180 166 167 164 163
Total................................ 786 712 652 598 558 537
Employees (full time equivalent)............ 16,208 15,996 15,602 15,531 16,164 16,886
Common stock shareholders................... 32,638 28,027 28,779 28,079 26,706 29,806
Common shares outstanding (thousands) . . 163,844 170,359 170,934 171,376 171,471 85,323
</TABLE>

<PAGE>

LETTER TO SHAREHOLDERS

"In an outstanding
organization, there
can be no resting
on past successes.
Today, each line
of business in
Wachovia is
being tested."

DEAR WACHOVIA SHAREHOLDER

Wachovia performed well in 1996. Earnings grew as investment in critical
strategic initiatives continued and good results from earlier actions became
more evident. Employees across the company worked hard to build business volume,
grow revenue, manage expenses and control risk. They succeeded admirably.

Net income per fully diluted share was $3.80,
up 8.9 percent from $3.49 in 1995. Net income totaled $644.6 million compared
with $602.5 million, a gain of 7 percent. Good growth in net interest income and
strong gains in other operating revenue accounted for the earnings increase.
Average fully diluted shares declined by 3.1 million shares or 1.8 percent for
the year, reflecting the corporation's share repurchase program.

Wachovia's return on shareholders' equity was 17.6 percent, and the return on
assets was 1.43 percent, in line with five-year averages of 17.3 percent and
1.43 percent, respectively. Average common equity to assets was 8.09 percent.
While the company's $46.9 billion of assets at December 31 ranked 20th in size
among the nation's top 25 banking companies, returns on common shareholders'
equity and on assets ranked eighth, and its average common equity to assets was
ninth. The corporation's senior debt was rated AA by Standard & Poor's and
Aa3 by Moody's.

Credit quality and expense management ratios remained strong. At December 31,
nonperforming assets were .25 percent of loans and foreclosed property, the best
among the 25 largest bank holding companies. The corporation's reserve coverage
of nonperforming loans was 681 percent, the second best among this peer group.
The corporation's overhead or efficiency ratio was 52.2 percent, also ranking
second among these banks. Wachovia's performance in key measures compared with
industry peers since 1991 is presented in a series of graphs on page 74.

The total return on Wachovia's common stock, including price appreciation and
dividends, was 27.6 percent for 1996. This compares with 41.5 percent for the
Keefe, Bruyette & Woods Index of 50 money center and regional banks and 23
percent for the S&P 500 Index.

The financial service business is in the midst of very challenging and exciting
times. Challenging because performance risks are as great as they have ever
been. Exciting because opportunities abound to do good things for customers and
shareholders. We are invigorated by the possibilities and are aggressively
building Wachovia for future growth. At the same time, we are respectful of the
environment. At Wachovia, historic risk management is intact, the balance sheet
remains solid and all over the institution people are working feverishly to get
costs down.

I am proud to report these results, achieved in the midst of substantial
undertakings to make Wachovia stronger and even more competitive in the future.
In an outstanding organization, there can be no resting on past successes.
Today, each line of business in Wachovia is being tested. The practices and
desires of our customers are changing. The delivery of service from

<PAGE>

LETTER TO SHAREHOLDERS

businesses to customers is changing. Methods of communication are changing. The
capabilities of competitors are changing. The construct of the environment in
which Wachovia operates is, most of all, profoundly changing.

There has been no time in recent history like this one. This century, so rich in
the drama of exploration, war, turmoil, struggle, and change, will end soon. But
its ending will mark the beginning of a brilliant new age, an order based on
information and acquisition of knowledge. The accumulation, storage, retrieval,
communication and productive use of information will determine market, social,
political and economic leadership in the years ahead. In the race for new power,
old structures, old systems and old boundaries are tumbling.

The traditional business of banking, in which we have done so well for so long,
is in a protracted period of consolidation. I do not believe there will only be
five big banks in the future, but there will be many fewer and most of the
strongest competitors will be big. Wachovia also will grow and seek to offset
any competitive heft by outstanding performance.

The key to future success is excellent customer service, high performance and a
sustained rate of above-average growth. A significant threat to high performance
in our business may well lie outside of banking. Substantial encroachment has
been made into our traditional customers by single-purpose, focused companies
whose cost of market entry is low, whose service delivery is streamlined and
effective, and who operate relatively free of the boundaries, burdens and
regulations which shackle us. Many of these companies are new, having been built
to serve a specific purpose. In fairness, they are also often highly
entrepreneurial and flexible with higher strategic risk tolerance than
traditional banks embrace. Also, in truth, many banks have not adapted to meet
this competitive thrust. Too often, banks have ignored customer pleas for better
service, more accurate and timely information, greater service flexibility, and
rational pricing.

What these competitors do not have is Wachovia's tradition of high service,
personal relationship with customers and the ability to expand these
relationships across a broad range of products. It may not be possible to beat
these specialized vendors on the basis of price, but we are rarely beaten on
service or on the distinctive

Target marketing and on-line leads
help a special sales force of bankers
sharpen their focus on the right
customer at the right time with the
right product as part of the Profitable
Relationship Optimization (PRO) strategy.

(Picture of two women working on a computer and talking on the phone.)

<PAGE>

LETTER TO SHAREHOLDERS

Personal Financial Services sales teams
with a variety of specialists are strengthening
Wachovia's ability to more effectively serve
the affluent market with a relationship-based
strategy which provides a trustworthy financial
advisor focused on integrating the way financial
assets and services work with customer needs.

value of comfort that comes from the customer knowing that his or her financial
future is safely entrusted to Wachovia.

Another factor affecting performance will be the general environment in which we
operate. This clearly contains mixed blessings. On one hand, growth in
traditional banking services will moderate. Real economic growth over time will
slow, and with it, so will the expansion of credit. As inflation abates, so will
interest rates. Deposits, as they have for some time, will continue to migrate
to higher yielding instruments.

While the natural growth in the economy will be moderate, there will be
boundless opportunities to serve customers in new and exciting ways. The growth
in financial markets and the fact that many individuals and corporations are
still poorly served leads to substantial opportunities for Wachovia.

Enormous wealth has been built in recent years, and corporate and individual
customers need help managing these resources. Customers need to manage risk. We
will sell them insurance and other useful performance products. Customers need
to reduce expenses. They may look to us for assistance in controlling costs
through operational excellence and superior use of technology. Customers need
information. We have a great deal, can get more and can deliver it in
applications they find useful. Customers need help in planning. In Wachovia,
they have a planning partner they can trust. While there is still much to do, we
are responding rapidly. Recently, I counted sixty-seven major strategic
initiatives currently under way in Wachovia. The accompanying photographs and
the Corporate Highlights section following this letter are an indication of the
breadth of programs being carried out. It is marvelous testimony to our
employees' patience and goodwill that so much change can be tolerated and our
performance remain so good.

In the challenging times ahead, we face an intriguing dilemma. We must transform
ourselves into a high-performing, fast-moving and aggressive service company,
while keeping a firm and uncompromising hand on the collar of risk. In the midst
of product, service delivery and technological change, the potential allure of
mergers and acquisitions, and the compelling need to grow, we must be in
control. But make no mistake, the ultimate risk to future performance is failing
to recognize and to act on the customer revolution now occurring.

(Picture of a group of people working documents.)

<PAGE>

LETTER TO SHAREHOLDERS

"We will continue to examine
attractive acquisition possibilities
while moving forward with internal
growth strategies."

In recent years, we have built on traditional Wachovia strengths, including an
excellent market position, reinforcing our culture of sound and prudent
decision-making, and continuing to refine risk management skills and
technological capabilities. Additionally, we have added a solid strategic
direction, a streamlined organization and more efficiency in managing expenses.

In 1994, we set forth a strategy to guide Wachovia for the remaining years of
this decade. It was an ambitious plan designed to lift our performance compared
with peer institutions. The plan assisted us in sharpening focus on lines of
business with potential for good growth and strong profitability. It also
clearly displayed those areas where we will have to work a little harder. The
new strategic direction focused on five critical areas of activity. o Better
managing our lines of business o Redirecting technology investment o Managing
capital effectively o Pursuit of targeted acquisitions o Creating a growth
culture in Wachovia

Substantial progress has been made in four of these. We have moved away from
lines of business where Wachovia did not enjoy an advantage. We have built
strong strategies in other businesses and lifted growth expectations.
Significant market and environmental changes have already occurred for several
key lines of business since the completion of the study. Valuable partnerships
and alliances have been created with other organizations to strengthen our
product offerings and provide greater access to customers.

In technology, our emphasis is shifting toward platforms that will help us grow.
One of Wachovia's most challenging tasks is to balance technology needs,
resources and priorities. Expanded dialogue concerning the use of technology in
line with strategic intentions is taking place between leaders in systems,
operations, lines of business and support elements.

Important work has been done to analyze Wachovia's capital needs. In 1996, a
share repurchase program was approved and 7.9 million shares were repurchased.
In January 1997, the directors authorized the repurchase of an additional 10
million shares. In addition, excellent efforts are under way to more optimally
use the balance sheet of the company and to enhance earnings and returns.

With respect to mergers and acquisitions, we have looked at buying other banks
and at possible mergers, being careful to seek opportunities that are
financially attractive and consistent with the company's strategic direction. We
will continue to examine attractive acquisition possibilities while moving
forward with internal growth strategies. Recent success with consumer and
corporate product initiatives leads us to believe that certain mergers could
complement growth and accelerate the building of shareholder value.

Certain actions are now needed to fulfill the strategic plan and lift the
performance of the company to levels to which we aspire. Wachovia people have
spent time together in recent months studying and reflecting on the elements
which must be present for sustained growth and

<PAGE>

LETTER TO SHAREHOLDERS

"The Growth Initiatives program is
exciting. It will, in concert with
other elements of the strategic plan,
be instrumental in lifting Wachovia's
performance and insuring our vast
potential for future success in a world
which is being altered before our eyes."

high performance. High performance organizations have certain qualities in
common. They generally possess high aspirations, clear vision, strong
motivation, supportive systems and processes, capable managers, breakthrough
ideas, detailed action plans, sufficient resources, adequate skills, and
thorough execution. All of these are present and part of Wachovia's culture.

The questions we are asking internally are: Do we understand these and why they
are important? Are we personally, professionally and passionately committed to
ranking high in every one of these characteristics? Do we understand that the
weakest link in this chain of ingredients will subdue performance to the weakest
level? Can we change our company in ways that will assure us of continued
success?

There is under way within Wachovia a program of growth initiatives designed to
create greater self-awareness on the part of business and service support units
about this commitment to growth. The program is fundamentally simple, it is
intellectually challenging, and it is financially rewarding. In stages,
participants engage in a diagnostic process comparing themselves and their
actions with high-performing growth companies. They develop action plans to
correct areas of weakness and realign market efforts. They commit themselves to
specific actions and to a higher rate of growth than previously thought
possible.

If these efforts are successful and the economy remains favorable, a higher
growth rate is expected for the company. But the greatest dividends are more
long-lasting. Within this company, bold Wachovia leaders are committing to
higher rates of growth, changing their organizations to be more immediately
responsive, subscribing to new initiatives and altering their view of operating
missions. Most important, they are changing the way decisions are made in
Wachovia, knocking down barriers to growth and fostering a contagious wave of
enthusiasm that is sweeping across the organization.

The Growth Initiatives program is exciting. It will, in concert with other
elements of the strategic plan, be instrumental in lifting Wachovia's
performance and insuring our vast potential for future success in a world which
is being altered before our eyes.

We live in a world of revolutionary change, of risk, upheaval and mystery. It is
a world where the old rules of order are crumbling and new ones are posted on
the Internet. It is a world rich in excitement and discovery, and it is
heavy-laden with the delicious, heady aroma of possible success. Out of this
world, from which the faint of heart must surely shrink, will come opportunities
to match our real aspirations. Radical change and the expectation and
anticipation of the turmoil flowing out of that process must become a daily and,
not necessarily comfortable, challenge for our people.

In the world which lies ahead, Wachovia must capitalize on its considerable
strengths to continue its pattern of success, grow stronger, broaden
capabilities and achieve the flexibility necessary to aggressively pursue new
frontiers. It is perfectly acceptable to believe that we will use our formidable
foundation to launch venture-

<PAGE>

LETTER TO SHAREHOLDERS

(Picture of a person working on a computer.)

some probes into new lines of business, new areas of service, and new and vital
areas of the dramatically awakening globe on which we live. It is reasonable to
believe we can do all of this while ranking near the head of the class in which
we are currently enrolled and while not losing our way or our values and
principles.

In a world where things we think about today may not be very relevant tomorrow,
we will be flexible and tactically adept, changing pace as necessary. It is
reasonable in this exciting environment to assume that we may not want to be
limited to thinking of ourselves only as a financial services company.

Our corporate purpose is to bring to customers solutions that are effective,
reliable, relevant and of enduring competitive value. Wachovia will use its
distinctive relationship orientation to provide these customers a broad array of
high quality services conveniently, through diversified channels, and at a fair
price. It will use its competencies in relationship and risk management to
accelerate growth in lines of business where it can leverage these strengths.
This approach will be delivered uniquely and effectively, using the considerable
skills, experience, and talent of our employees. Wachovia also will accelerate
development of knowledge capabilities and managerial practices to enable us to
serve customers with greater speed and adaptability.

At the core of our corporate purpose is winning profitable opportunities by
being an outstanding provider of relationship-based services. Wachovia has
growing and diversified revenue from a variety of exceptional customers. We will
increase the number of customers and strengthen products offered to them. We
will do so by diversifying delivery channels, improving the capability of
business lines, creating new businesses, using technology strategically and
strengthening sales performance. In order to grow and broaden capabilities, we
will pursue joint ventures, strategic alliances and acquisitions.

Our aspirations are to rank at or near the top of all relevant measures of bank
and nonbank competition. In order to prevail in the complex times which lie
ahead, we must move more quickly. We must continue our pattern of high revenue
growth to gain greater resources for the opportunities to come. As we move
toward the land of opportunity, we may need a little corporate heft of our own.

Wachovia's Capital Markets area is
moving aggressively to become a
one-stop source of capital and funding
solutions at all levels of a company's
capital structure which favorably positions
Wachovia as companies increasingly consolidate
relationships they have with financial services
providers.

<PAGE>

LETTER TO SHAREHOLDERS

(Picture of two people looking over a paper.)

Wachovia's ability to meet corporate customers'
growing need for an array of global services has
been greatly enhanced by the recently announced
alliance with HSBC Holdings plc to jointly market
financial services.

Our natural home is in the Southeast. By the end of this decade, our goal is to
be the most preferred financial institution for consumers and institutions
across this rich, expanding market area. We plan to have operations, offices and
distinct capabilities in every market of our choice within the region. We will
be a distinguished financial counselor for our customers. We want everyone to
wish they could bank with Wachovia.

By the end of this decade, Wachovia intends to enhance its superior position in
corporate banking to rank number one or two in every local market served and
within the top ten corporate banks on a national scale. We intend to retain our
high national ranking in Treasury Services and cash management. We will be a
sought-after, high-quality provider of capital market products, and we will move
higher in the esteem of our corporate customers as a provider of
technology-based services.

Wachovia will, by the end of the decade, enjoy significant expansion and real
operating capabilities in major global markets we choose through joint venture,
strategic alliance and acquisition. A special effort will be made to study
high-growth emerging markets to seek the possibility of expansion of Wachovia's
successful domestic products for consumers and corporations.

Our success and prowess in markets within the Southeast should give us growing
confidence. We do consumer and corporate banking better than anyone else. It is
time to consider moving beyond the Southeast. On a selected and choice basis
within the next decade, Wachovia will construct a broader franchise across this
nation. Work will continue in 1997 to examine markets of opportunity outside of
our traditional home territory.

Wachovia will sell information-based and processing services. A rich lode of
information already exists within our reach. Through joint venture, strategic
alliance, acquisition or internal development, Wachovia will, by the end of this
decade, emerge as a high-quality, knowledge-based company offering
technology-related products of value to corporate and individual customers.

Finally, Wachovia must be larger. I believe it reasonable to propose that in the
next three years, Wachovia conceivably could double its size and earnings
through internal growth and acquisition. Our capabilities for technology

<PAGE>

LETTER TO SHAREHOLDERS

"The quality of services provided by
that human being and the individual
respect engendered by Wachovia will,
even in a complex, new world, still
make a difference."

investment and new ventures will grow in measure with the size and scope of the
new company. Our earnings and returns must remain exceptional. The resulting
market capital will give us flexibility and enormous purchasing power.

These goals will be difficult to achieve. They will require great change. They
ultimately must result in the creation of a new, disciplined but entrepreneurial
Wachovia, whose pathways are unobstructed in a rapidly changing world.

A final and necessary acknowledgment is to declare again the critical importance
of outstanding people. Without exception, in strong, well-managed companies,
good ones are found. They possess a thirst for knowledge and willingness to
learn. They explore new concepts. To them, no degree of risk is rationalized
outside of prudent returns. They are responsible, making decisions readily and
standing by them. They tell the truth. They achieve excellence. This describes
the outstanding Wachovians who serve our customers today. In the exciting years
ahead, we will hire, train, promote and inspire even better ones.

Time and again when customers opine their willingness to deal with us in new and
different ways, to forsake branches, to use computers, to manage financial
affairs by phone, they are unanimous in stating a vitally important qualifier.
At the end of the day, if they have an opportunity or problem, they want to talk
to a human being, and they want to feel in control of their own destiny. The
quality of services provided by that human being and the individual respect
engendered by Wachovia will, even in a complex, new world, still make a
difference.

Wachovians offer unparalleled service to customers in ways these customers wish
to be served. Service is locked up in our genes. In Wachovia, there is a promise
to our customers: "We will always be there when you need us." We will be there
in a relationship, providing solutions from a foundation of knowledge and trust.

We have operated this way for years, and we will in the future. If a customer
has a problem, a question or a concern, we will handle it. We talk this way, we
operate this way, we live this way. For the customer, it is the promise, "We
will be there for you at the end of the day."

Portions of this letter were shared more fully with all 17,000 Wachovians in
January in a recent special edition of Wachovia News.
It lays out for our people the hopes, vision and even higher aspirations for
Wachovia in the future. It also reaffirms our commitment to excellence, honesty,
service and support for the human soul.

Thank you for your continued support.

Sincerely,

/s/ L.M. Baker, Jr.
L. M. Baker, Jr.
Chief Executive Officer
February 24, 1997

<PAGE>

CORPORATE HIGHLIGHTS

o HSBC Holdings plc and Wachovia Corporation announced in February 1997 the
formation of an alliance to jointly market corporate financial services
globally. The alliance significantly builds on an existing relationship between
Wachovia and HSBC Holdings, providing broader product capabilities and
geographical scope. Capabilities available to corporate customers under the
expanded alliance will include trade services, such as import and export letters
of credit; corporate banking services, such as local currency financing,
cross-border and in-country cash management solutions; and structured and
project financing, including government guaranteed financing. HSBC Holdings,
headquartered in London, England, is among the world's largest banking and
financial services companies with over 3,400 offices in 77 countries and assets
totaling more than $368 billion at mid-year 1996.

o In January 1997, Wachovia announced the signing of a definitive agreement to
acquire a majority interest in Banco Portugues do Atlantico-Brasil S.A., a $100
million asset bank based in Sao Paulo, Brazil. The bank is engaged principally
in corporate trade finance activity. Through the agreement, Wachovia will expand
its corporate services capabilities to better facilitate the trade and
international investment needs of multinational corporate customers conducting
business in South America. The acquisition is expected to be completed in
mid-1997.

o Wachovia began private labeling of its treasury management services through a
cash management servicing agreement announced with Wells Fargo. Under the
arrangement, Wells Fargo will provide cash management services to its middle-
and upper-market commercial customers under the Wells Fargo brand name using a
Wachovia East Coast disbursing point and technology for providing check images.
Private label arrangements will enable Wachovia to more quickly expand its
market share opportunities, allowing the corporation to leverage its expertise
in treasury management services, including advanced image technology
capabilities, over a larger customer base.

o Wachovia announced in September that it has entered the private equity
business to serve more fully the funding needs of corporate clients. In
conjunction with this move, Wachovia formed a relationship with Montreux Equity
Partners, an investment firm specializing in making equity investments in
companies seeking growth capital or buyout financing. The arrangement
facilitates direct equity investments in private companies by Wachovia and
private placements of equity for corporate clients. Wachovia's private equity
activities initially will focus on small and medium-sized companies in the
Southeast, while also considering attractive opportunities from across the
business spectrum.

o In the third quarter of 1996, Wachovia received approval from the Federal
Reserve Board to establish Wachovia International Capital Corp., an
international financial advisory services subsidiary. Wachovia International
Capital Corp. will provide financial, investment, foreign exchange and tax
advice to U.S. and foreign clients, primarily multinational companies. Offices
will be maintained in Atlanta, Georgia, and Zurich, Switzerland.

o Wachovia began in December the pilot test phase of sales lead generation for
retail bankers using the corporation's Consolidated Customer Information File
data base and Next Generation Branch Automation computer platform systems. The
pilot phase is being conducted in the Piedmont area of North Carolina as

<PAGE>

CORPORATE HIGHLIGHTS

part of Wachovia's consumer banking strategy. Under the strategy, known as PRO
for Profitable Relationship Optimization, bankers will receive from four to 16
sales leads daily. The leads are derived from an assessment of a targeted
customer segment to determine the next most likely financial service needed by
specific customers.

o Wachovia initiated and completed in 1996 its Market Network Strategy project,
designed to optimize the corporation's retail banking distribution network.
Current and projected business opportunities for each market Wachovia serves
were assessed with the aim of identifying the type and level of investment
spending needed to best match present and future customer needs with appropriate
delivery channels. Based on the study, Wachovia will custom fit its branch
banking network to ensure operating profiles are consistent with market needs
and demands. This will involve adding some new offices in selected growth
markets while consolidating, selling or closing approximately 10 percent of the
corporation's existing branch offices. Wachovia also will increase its network
of ATMs and expand their functions while continuing to invest in Wachovia
On-Call and the corporation's PC banking program.

o Wachovia and Harris Teeter announced in January 1997 a multiyear agreement in
principle to open in-store Wachovia banking branches and ATMs in Harris Teeter
grocery stores in the Atlanta, Georgia, area. The in-store banking centers will
be staffed by bankers who can open accounts, provide service, approve loans and
sell financial products. The centers will offer the convenience of ATMs,
electronic banking and Wachovia On-Call.

o In March 1996, Wachovia opened its first banking office in Virginia. Located
in Norfolk, the office serves customers in the attractive Hampton Roads area
with a complete line of middle-market corporate banking, municipal finance,
private banking, sales finance and statewide commercial mortgage services. In
September, Wachovia opened an office in Jacksonville, Florida, through its
subsidiary, Atlantic Savings Bank. The new Florida office provides consumer and
mortgage loans, as well as some deposit services.

o Wachovia's Visa Check card portfolio surpassed the 1 million card mark in the
fourth quarter of 1996, making Wachovia the ninth largest Visa Check card issuer
in the U.S. For 1996, Wachovia's Visa Check card activity represented over 33
million transactions compared with over 22 million transactions in 1995.
Wachovia began issuing Visa Check cards to customers in August 1993.

o Beginning in the first quarter of 1997, the corporation will expand its
insurance business with a broader array and distribution of insurance products
for individuals and small businesses. Life and disability insurance products
will be sold through Wachovia Insurance Services of North Carolina, Inc., a
subsidiary of Wachovia Corporation. Initial efforts will target employee, small
business, private banking and trust markets in selected North Carolina cities,
with programs directed to the mass market scheduled to start in the second
quarter of 1997. Expansion into other North Carolina, South Carolina and Georgia
markets will begin later in the year. Other insurance products such as long-term
care and property and casualty insurance may be added at a later date.

<PAGE>

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

FINANCIAL SUMMARY TABLE 1

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
(thousands, except per share data)
Interest income -- taxable
equivalent.......................... $3,297,231 $3,118,503 $2,462,454 $2,221,738 $2,301,325 $2,731,925
Interest expense...................... 1,672,602 1,579,107 1,038,388 839,012 967,028 1,467,849
Net interest income -- taxable
equivalent.......................... 1,624,629 1,539,396 1,424,066 1,382,726 1,334,297 1,264,076
Taxable equivalent adjustment*........ 69,917 98,773 100,160 98,901 79,247 94,910
Net interest income................... 1,554,712 1,440,623 1,323,906 1,283,825 1,255,050 1,169,166
Provision for loan losses............. 149,911 103,791 71,763 92,652 119,420 293,000
Net interest income after provision
for loan losses..................... 1,404,801 1,336,832 1,252,143 1,191,173 1,135,630 876,166
Other operating revenue............... 783,914 680,101 604,432 600,179 535,242 490,178
Gain on sale of mortgage servicing
portfolio........................... -- 79,025 -- -- -- --
Gain on sale of subsidiary............ -- -- -- 8,030 19,486 --
Investment securities gains
(losses)............................ 3,736 (23,494) 3,320 19,394 1,497 11,091
Total other income.................... 787,650 735,632 607,752 627,603 556,225 501,269
Personnel expense..................... 654,525 600,326 563,507 568,680 539,823 524,489
Other expense......................... 603,024 603,270 534,906 562,556 555,829 572,028
Total other expense................... 1,257,549 1,203,596 1,098,413 1,131,236 1,095,652 1,096,517
Income before income taxes............ 934,902 868,868 761,482 687,540 596,203 280,918
Applicable income taxes**............. 290,345 266,325 222,424 195,445 162,978 51,378
Net income............................ $ 644,557 $ 602,543 $ 539,058 $ 492,095 $ 433,225 $ 229,540
Net income per common share:
Primary............................. $ 3.81 $ 3.50 $ 3.13 $ 2.83 $ 2.51 $ 1.34
Fully diluted....................... $ 3.80 $ 3.49 $ 3.12 $ 2.81 $ 2.48 $ 1.32
Cash dividends paid per common
share............................... $ 1.52 $ 1.38 $ 1.23 $ 1.11 $ 1.00 $ .92
Cash dividends paid on common stock... $ 254,458 $ 235,495 $ 210,503 $ 191,488 $ 170,756 $ 146,404
Cash dividend payout ratio............ 39.5% 39.1% 39.1% 38.9% 39.4% 63.8%
Average primary shares outstanding.... 169,094 172,089 172,339 173,941 172,641 171,481
Average fully diluted shares
outstanding......................... 169,827 172,957 172,951 175,198 175,512 175,218
SELECTED AVERAGE BALANCES (millions)
Total assets.......................... $ 45,229 $ 41,473 $ 37,029 $ 33,629 $ 31,832 $ 32,045
Loans -- net of unearned income....... 30,249 27,505 24,213 21,546 20,032 20,589
Investment securities................. 8,612 8,340 7,683 7,039 6,201 5,783
Other interest-earning assets......... 1,533 1,152 898 1,195 1,864 1,988
Total interest-earning assets......... 40,394 36,997 32,794 29,780 28,097 28,360
Interest-bearing deposits............. 20,772 18,960 16,931 17,019 17,884 17,924
Short-term borrowed funds............. 8,010 7,798 6,230 5,403 4,961 6,080
Long-term debt........................ 6,070 4,902 4,350 2,073 449 178
Total interest-bearing liabilities.... 34,852 31,660 27,511 24,495 23,294 24,182
Noninterest-bearing deposits.......... 5,453 5,302 5,384 5,354 4,947 4,595
Total deposits........................ 26,225 24,262 22,315 22,373 22,831 22,519
Shareholders' equity.................. 3,658 3,410 3,096 2,872 2,596 2,462
RATIOS (averages)
Net loan losses to loans.............. .49% .37% .29% .31% .48% .99%
Net yield on interest-earning
assets.............................. 4.02 4.16 4.34 4.64 4.75 4.46
Shareholders' equity to:
Total assets........................ 8.09 8.22 8.36 8.54 8.16 7.68
Net loans........................... 12.26 12.58 13.01 13.58 13.21 12.13
Return on assets...................... 1.43 1.45 1.46 1.46 1.36 .72
Return on shareholders' equity........ 17.62 17.67 17.41 17.13 16.69 9.33
</TABLE>
<TABLE>
<CAPTION>
Five-Year
Compound
Growth Rate
<S> <C>
SUMMARY OF OPERATIONS
(thousands, except per share data)
Interest income -- taxable
equivalent.......................... 3.8%
Interest expense...................... 2.6
Net interest income -- taxable
equivalent.......................... 5.1
Taxable equivalent adjustment*........ (5.9)
Net interest income................... 5.9
Provision for loan losses............. (12.5)
Net interest income after provision
for loan losses..................... 9.9
Other operating revenue............... 9.8
Gain on sale of mortgage servicing
portfolio...........................
Gain on sale of subsidiary............
Investment securities gains
(losses)............................ (19.6)
Total other income.................... 9.5
Personnel expense..................... 4.5
Other expense......................... 1.1
Total other expense................... 2.8
Income before income taxes............ 27.2
Applicable income taxes**............. 41.4
Net income............................ 22.9
Net income per common share:
Primary............................. 23.2
Fully diluted....................... 23.5
Cash dividends paid per common
share............................... 10.6
Cash dividends paid on common stock... 11.7
Cash dividend payout ratio............
Average primary shares outstanding.... (.3)
Average fully diluted shares
outstanding......................... (.6)
SELECTED AVERAGE BALANCES (millions)
Total assets.......................... 7.1
Loans -- net of unearned income....... 8.0
Investment securities................. 8.3
Other interest-earning assets......... (5.1)
Total interest-earning assets......... 7.3
Interest-bearing deposits............. 3.0
Short-term borrowed funds............. 5.7
Long-term debt........................ 102.6
Total interest-bearing liabilities.... 7.6
Noninterest-bearing deposits.......... 3.5
Total deposits........................ 3.1
Shareholders' equity.................. 8.2
RATIOS (averages)
Net loan losses to loans..............
Net yield on interest-earning
assets..............................
Shareholders' equity to:
Total assets........................
Net loans...........................
Return on assets......................
Return on shareholders' equity........
</TABLE>

*Taxable equivalent adjustments reflect federal income tax rates of 35% in
1996, 1995, 1994 and 1993 and 34% in 1992 and 1991
**Income taxes applicable to securities transactions were $1,522, ($8,576),
$1,328, $7,472, $470 and $3,997, respectively

<PAGE>
RESULTS OF OPERATIONS

1996 VS. 1995

OVERVIEW
During 1996, the economy showed continued resilience in its
sixth year of expansion. Growth progressed at an overall moderate
rate and inflationary pressures remained low, while signs of
strains from consumer indebtedness increased. Based on preliminary
data, unemployment in the nation was 5.4 percent for the year
compared with 5.6 percent in 1995. Within Wachovia Corporation's
primary operating states of Georgia, North Carolina and South
Carolina, economic conditions remained favorable with unemployment
rates averaging 4.5 percent, 4.3 percent and 5.6 percent,
respectively.
Wachovia Corporation's consolidated net income for 1996 was
$644.557 million or $3.80 per fully diluted share compared with
$602.543 million or $3.49 per fully diluted share in 1995. The
earnings increase reflected a higher level of net interest income,
strong gains in other operating revenue and controlled expense
growth. A reduction in average fully diluted shares outstanding
under the corporation's share repurchase plan also contributed to
the earnings rise on a per share basis. Net income represented
returns of 17.62 percent on shareholders' equity and 1.43 percent
on assets versus 17.67 percent and 1.45 percent, respectively, in
1995.
Expanded discussion of operating results and the corporation's
financial condition is presented in the following narrative with
accompanying tables and charts. 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. The narrative should be read in
conjunction with the Consolidated Financial Statements and Notes
on pages 43 through 63. Expanded six-year financial data appears
on pages 64 through 71.

Net Income Per Share Net Income
(fully diluted) (millions)

(Chart appears here. (Chart appears here.
Plot points are below.) Plot Points are below.)

91 92 93 94 95 96 91 92 93 94 95 96
1.32 2.48 2.81 3.12 3.49 3.80 229.5 433.2 492.1 539.1 602.5 644.6

NET INTEREST INCOME
Taxable equivalent net interest income increased $85.233
million or 5.5 percent in 1996. Growth primarily reflected good
gains in both commercial and consumer loans, with a lower average
rate paid on interest-bearing liabilities also contributing to the
rise, particularly in the latter half of the year. Moderating the
increase were higher levels of interest-bearing liabilities to
support interest-earning asset expansion and a reduced average
rate earned on interest-earning assets. The net yield on interest-
earning assets (taxable equivalent net interest income as a
percentage of average interest-earning assets) decreased 14 basis
points to 4.02 percent, reflecting a narrower interest rate spread
and reduced

<PAGE>
benefits from noninterest-bearing funding sources. The corporation
anticipates a slightly higher net yield on interest-earning assets
in 1997, which could be moderated by several factors, particularly
if the earning asset mix changed due to slower than expected loan
growth offset by a higher volume of lower yielding investment
securities.
Effective with the first quarter of 1996, factors used by
the corporation for calculating taxable equivalent adjustments to
interest income on tax free loans and investment securities were
changed to reflect apportionment versus full allocation of
respective state income tax rates. The change more accurately
reflects earning asset income contribution and had the effect of
reducing the taxable equivalent adjustment to net interest income.
Prior period amounts have not been restated. If the new factors
had been in effect in 1995, taxable equivalent net interest income
in 1996 would have increased $103.464 million or 6.8 percent from
1995 compared with a reported increase of $85.233 million or 5.5
percent. In addition, the net yield on interest-earning assets
would have declined 9 basis points versus the 14 basis points
reported.

Net Interest Income*
(millions)

(Chart appears here. Plot points are below.)

91 92 93 94 95 96
Interest Income* $2731.9 $2301.3 $2221.7 $2462.5 $3118.5 $3297.2
Interest expense $1467.8 $ 967.0 $ 839.0 $1038.4 $1579.1 $1672.6
Net interest income* $1264 $1334 $1383 $1424 $1539 $1625

COMPONENTS OF EARNINGS PER PRIMARY SHARE TABLE 2

<TABLE>
<CAPTION>
Change
1996 1995 1994 1996/1995

<S> <C> <C> <C> <C>
Interest income -- taxable equivalent................................. $19.50 $18.12 $14.29 $1.38
Interest expense...................................................... 9.89 9.18 6.03 .71
Net interest income -- taxable equivalent............................. 9.61 8.94 8.26 .67
Taxable equivalent adjustment......................................... .41 .57 .58 (.16)
Net interest income................................................... 9.20 8.37 7.68 .83
Provision for loan losses............................................. .89 .60 .42 .29
Net interest income after provision for loan losses................... 8.31 7.77 7.26 .54
Other operating revenue............................................... 4.64 3.95 3.51 .69
Gain on sale of mortgage servicing portfolio.......................... -- .46 -- (.46)
Investment securities gains (losses).................................. .02 (.14) .02 .16
Total other income.................................................... 4.66 4.27 3.53 .39
Personnel expense..................................................... 3.87 3.49 3.27 .38
Other expense......................................................... 3.57 3.50 3.10 .07
Total other expense................................................... 7.44 6.99 6.37 .45
Income before income taxes............................................ 5.53 5.05 4.42 .48
Applicable income taxes............................................... 1.72 1.55 1.29 .17
Net income............................................................ $ 3.81 $ 3.50 $ 3.13 $ .31

<CAPTION>
Change
1995/1994
<S> <C>
Interest income -- taxable equivalent................................. $3.83
Interest expense...................................................... 3.15
Net interest income -- taxable equivalent............................. .68
Taxable equivalent adjustment......................................... (.01)
Net interest income................................................... .69
Provision for loan losses............................................. .18
Net interest income after provision for loan losses................... .51
Other operating revenue............................................... .44
Gain on sale of mortgage servicing portfolio.......................... .46
Investment securities gains (losses).................................. (.16)
Total other income.................................................... .74
Personnel expense..................................................... .22
Other expense......................................................... .40
Total other expense................................................... .62
Income before income taxes............................................ .63
Applicable income taxes............................................... .26
Net income............................................................ $ .37
</TABLE>

<PAGE>
TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS* TABLE 3

<TABLE>
<CAPTION>
Variance
Attributable
Average Volume Average Rate Interest to
1996 1995 1996 1995 1996 1995 Variance Rate
<C> <C> <C> <C> <S> <C> <C> <C> <C>
(Millions) INTEREST INCOME (Thousands)
Loans:
$ 9,837 $ 9,154 7.05 7.44 Commercial...................... $ 693,947 $ 681,206 $ 12,741 $(36,512)
2,042 1,968 8.88 9.81 Tax-exempt...................... 181,279 193,080 (11,801) (18,886)
11,879 11,122 7.37 7.86 Total commercial................ 875,226 874,286 940 (56,626)
758 734 9.41 9.23 Direct retail................... 71,369 67,803 3,566 1,328
2,565 2,444 8.29 8.22 Indirect retail................. 212,611 200,818 11,793 1,810
4,205 3,952 11.99 12.35 Credit card..................... 504,224 488,158 16,066 (14,591)
354 344 12.20 12.61 Other revolving credit.......... 43,235 43,390 (155) (1,409)
7,882 7,474 10.55 10.71 Total retail.................... 831,439 800,169 31,270 (11,893)
807 640 8.92 9.82 Construction.................... 72,015 62,823 9,192 (6,109)
4,152 3,676 8.30 8.62 Commercial mortgages............ 344,460 316,956 27,504 (12,317)
4,424 4,018 8.39 8.36 Residential mortgages........... 371,311 335,907 35,404 1,357
9,383 8,334 8.40 8.59 Total real estate............... 787,786 715,686 72,100 (16,243)
647 271 9.44 8.73 Lease financing................. 61,110 23,598 37,512 2,077
458 304 7.02 7.43 Foreign......................... 32,098 22,610 9,488 (1,325)
30,249 27,505 8.55 8.86 Total loans..................... 2,587,659 2,436,349 151,310 (85,523)
Investment securities:
Held-to-maturity:
-- 2,275 -- 6.79 U.S. government and agency...... -- 154,571 (154,571) --
1,197 1,446 8.04 8.01 Mortgage-backed securities...... 96,316 115,889 (19,573) 452
274 424 11.15 11.84 State and municipal............. 30,501 50,192 (19,691) (2,793)
2 15 8.80 5.77 Other........................... 193 832 (639) 295
Total securities
1,473 4,160 8.62 7.73 held-to-maturity........ 127,010 321,484 (194,474) 33,535
Available-for-sale:**
5,307 3,078 6.77 6.88 U.S. government and agency...... 359,306 211,766 147,540 (3,471)
1,568 901 7.03 6.61 Mortgage-backed securities...... 110,265 59,570 50,695 4,020
264 201 6.81 6.29 Other........................... 17,950 12,653 5,297 1,132
Total securities
7,139 4,180 6.83 6.79 available-for-sale...... 487,521 283,989 203,532 1,474
8,612 8,340 7.14 7.26 Total investment securities..... 614,531 605,473 9,058 (10,479)
Interest-bearing bank
418 115 7.92 7.93 balances........................ 33,106 9,121 23,985 (12)
Federal funds sold and
securities purchased under
212 122 5.45 5.93 resale agreements............. 11,573 7,234 4,339 (636)
903 915 5.58 6.59 Trading account assets.......... 50,362 60,326 (9,964) (9,174)
$40,394 $36,997 8.16 8.43 Total interest-earning assets... 3,297,231 3,118,503 178,728 (100,884)
INTEREST EXPENS
$ 3,298 $ 3,264 1.43 1.81 Interest-bearing demand......... 47,166 59,016 (11,850) (12,464)
Savings and money market
7,650 6,540 3.58 3.67 savings......................... 273,832 240,329 33,503 (6,371)
6,499 6,492 5.69 5.70 Savings certificates............ 369,885 370,289 (404) (838)
Large denomination
2,284 1,915 5.94 5.85 certificates.................... 135,737 111,944 23,793 1,879
Total time deposits in
19,731 18,211 4.19 4.29 domestic offices........ 826,620 781,578 45,042 (19,033)
Time deposits in foreign
1,041 749 5.28 5.59 offices......................... 54,942 41,876 13,066 (2,413)
20,772 18,960 4.24 4.34 Total time deposits............. 881,562 823,454 58,108 (19,150)
Federal funds purchased and
securities sold under
6,199 5,264 5.41 6.02 repurchase agreements......... 335,290 316,759 18,531 (34,079)
596 505 4.88 5.51 Commercial paper................ 29,051 27,807 1,244 (3,421)
Other short-term borrowed
1,215 2,029 5.49 6.03 funds........................... 66,753 122,441 (55,688) (10,159)
Total short-term
8,010 7,798 5.38 5.99 borrowed funds.......... 431,094 467,007 (35,913) (48,307)
4,544 3,864 5.75 5.67 Bank notes...................... 261,174 219,035 42,139 3,034
1,526 1,038 6.47 6.70 Other long-term debt............ 98,772 69,611 29,161 (2,484)
6,070 4,902 5.93 5.89 Total long-term debt............ 359,946 288,646 71,300 2,010
Total interest-bearing
$34,852 $31,660 4.80 4.99 liabilities............. 1,672,602 1,579,107 93,495 (61,362)
3.36 3.44 INTEREST RATE SPREAD
NET YIELD ON INTEREST-EARNING
ASSETS
4.02 4.16 AND NET INTEREST INCOME....... $1,624,629 $1,539,396 $ 85,233 (52,656)

</TABLE>

Variance
Attributable to
Volume

$ 49,253
7,085
57,566
2,238
9,983
30,657
1,254
43,163
15,301
39,821
34,047
88,343
35,435
10,813
236,833
(154,571)
(20,025)
(16,898)
(934)
(228,009)
151,011
46,675
4,165
202,058
19,537
23,997
4,975
(790)
279,612
614
39,874
434
21,914
64,075
15,479
77,258
52,610
4,665
(45,529)
12,394
39,105
31,645
69,290
154,857
137,889

*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 of $94 million in 1996 and $34 million in 1995

<PAGE>
INTEREST INCOME
Taxable equivalent interest income was higher by $178.728
million or 5.7 percent, fueled by solid growth in interest-earning
assets, primarily loans. Interest-earning assets advanced $3.397
billion or 9.2 percent, more than offsetting the impact of a 27
basis point decline in the average rate earned. Loans accounted
for 81 percent of the growth in average interest-earning assets
versus 78 percent in 1995, reflecting continued good loan demand
and modest reduction of the investment securities portfolio in the
latter half of the year. At December 31, 1996, loans represented
76.7 percent of total interest-earning assets and investment
securities 19.9 percent compared with 73.2 percent and 22.6
percent, respectively, one year earlier.
Average loans rose $2.744 billion or 10 percent for the year.
Gains were led by the commercial portfolio but remained broad
based, with all individual loan categories increasing. Growth in
the consumer portfolio was moderated by the full-year impact in
1996 of a $500 million credit card securitization in late October
1995. For 1997, management anticipates still good but slightly
more moderate loan growth, with the mix of commercial loans
shifting more to small business, middle-market and real estate.
Credit cards and residential mortgages, including home equity
loans, are expected to continue to lead consumer loan growth.
Commercial loans, including related real estate categories,
expanded $1.930 billion or 12.1 percent in 1996. Increases were
paced by regular commercial loans, by commercial mortgages and by
lease financing. Good gains also were achieved in construction
loans, fueled by continued building expansion in the corporation's
large metropolitan markets, and in foreign loans. Tax-exempt loans
were up modestly, impacted by portfolio runoff in the latter half
of the year. The corporation anticipates further runoff in the
portfolio in 1997, reflecting the reduced availability of
tax-exempt borrowing and lending under current tax laws.
At December 31, 1996, commercial real estate loans, based on
regulatory definitions, were $5.329 billion, representing 17
percent of total loans. Commercial mortgages were $4.349 billion
or 13.9 percent of total loans and construction loans were $980
million or 3.1 percent. Regulatory definitions for commercial real
estate include loans which have real estate as the collateral but
not the primary consideration in a credit risk evaluation.
Comparable amounts at year-end 1995 were $4.601 billion of
commercial real estate loans, representing 15.7 percent of total
loans, with $3.855 billion of commercial mortgages and $746
million of construction loans, representing 13.2 percent and 2.5
percent, respectively, of the total loan portfolio. Also at
December 31, 1996, the corporation had cross-border commitments,
consisting primarily of loans, of $510 million or 1.09 percent of
total assets compared with $406 million or .9 percent one year
earlier. All of the corporation's cross-border commitments at
December 31, 1996 and 1995 were extended to foreign financial
institutions and corporations. There were no loans or commitments
to foreign governments at either year end.

SELECTED LOAN MATURITIES AND INTEREST SENSITIVITY TABLE 4
December 31, 1996 (thousands)

<TABLE>
<CAPTION>
One Year One to
Total or Less Five Years
<S> <C> <C> <C>
Commercial, financial and other........................ $ 9,661,757 $ 8,723,486 $ 740,059
Industrial revenue and other tax-exempt financing...... 1,936,785 1,031,800 344,233
Construction and land development...................... 979,649 838,268 141,381
Commercial mortgages................................... 4,349,438 2,128,681 900,051
Loans to domestic borrowers...................... 16,927,629 12,722,235 2,125,724
Loans to foreign borrowers............................. 435,704 288,107 147,597
Selected loans, net.............................. $17,363,333 $13,010,342 $2,273,321
Interest sensitivity:
Loans with predetermined interest rates.............. $ 7,049,442 $ 3,376,604 $2,072,054
Loans with floating interest rates................... 10,313,891 9,633,738 201,267
Total............................................ $17,363,333 $13,010,342 $2,273,321

<CAPTION>
Over
Five Years
<S> <C>
Commercial, financial and other........................ $ 198,212
Industrial revenue and other tax-exempt financing...... 560,752
Construction and land development...................... --
Commercial mortgages................................... 1,320,706
Loans to domestic borrowers...................... 2,079,670
Loans to foreign borrowers............................. --
Selected loans, net.............................. $2,079,670
Interest sensitivity:
Loans with predetermined interest rates.............. $1,600,784
Loans with floating interest rates................... 478,886
Total............................................ $2,079,670
</TABLE>

<PAGE>
INVESTMENT SECURITIES TABLE 5
December 31 (thousands)

<TABLE>
<CAPTION>
1996
Taxable 1995
Amortized Unrealized Unrealized Fair Average Equivalent Amortized
Cost Gain Loss Value Maturity Yield* Cost
<S> <C> <C> <C> <C> <C> <C> <C>
(Yrs./Mos.)
HELD-TO-MATURITY
U.S. Treasury and
other
U.S. government
agencies:
Within one year..... $ -- $ -- $ -- $ -- $ --
One to five years... -- -- -- -- --
Five to ten years... -- -- -- -- --
Over ten years...... -- -- -- -- --
Total........... -- -- -- -- --
State and municipal:
Within one year..... 9,128 87 3 9,212 11.27% 54,702
One to five years... 24,822 2,672 4 27,490 12.65 99,231
Five to ten years... 74,129 11,511 15 85,625 11.96 103,983
Over ten years...... 59,822 6,679 76 66,425 12.02 63,129
Total........... 167,901 20,949 98 188,752 8/3 12.05 321,045
Mortgage-backed:
Within one year..... -- -- -- -- --
One to five years... 125,681 1,884 24 127,541 7.21 --
Five to ten years... 164,342 3,861 -- 168,203 6.85 192,917
Over ten years...... 814,332 40,982 374 854,940 8.61 1,105,018
Total........... 1,104,355 46,727 398 1,150,684 18/0 8.19 1,297,935
Other
interest-earning
investments:
Within one year..... 5,399 43 -- 5,442 10.16 --
One to five years... 29,111 1,239 -- 30,350 10.10 250
Five to ten years... 37,711 2,482 -- 40,193 10.13 250
Over ten years...... 7,614 527 7 8,134 9.88 --
Total........... 79,835 4,291 7 84,119 5/10 10.10 500
Total
held-to-maturity.. 1,352,091 71,967 503 1,423,555 16/0 8.82 1,619,480
AVAILABLE-FOR-SALE
U.S. Treasury and
other
U.S. government
agencies:
Within one year..... 2,068,844 7,595 3,493 2,072,946 5.55 571,027
One to five years... 2,679,753 41,164 2,743 2,718,174 6.70 4,999,499
Five to ten years... 5,149 351 -- 5,500 8.91 251
Over ten years...... 11,166 4,692 -- 15,858 13.35 16,188
Total........... 4,764,912 53,802 6,236 4,812,478 1/4 6.24 5,586,965
Mortgage-backed:
Within one year..... 7,270 140 -- 7,410 7.91 12,526
One to five years... 157,593 1,417 181 158,829 6.72 121,869
Five to ten years... 356,148 2,399 2,256 356,291 4.23 244,326
Over ten years...... 1,010,796 14,956 4,644 1,021,108 7.06 1,093,040
Total........... 1,531,807 18,912 7,081 1,543,638 15/0 6.38 1,471,761
Other
interest-earning
investments:
Within one year..... -- -- -- -- 10
One to five years... 332,878 10 594 332,294 6.80 25,525
Five to ten years... -- -- -- -- 248
Over ten years...... -- -- -- -- 73,200
Total........... 332,878 10 594 332,294 2/8 6.80 98,983
Total
available-for-sale
interest-earning
investments......... 6,629,597 72,724 13,911 6,688,410 4/7 6.30 7,157,709
Federal Reserve Bank
stock and other
investments......... 61,576 10,682 182 72,076 62,004
Total
available-for-sale.. 6,691,173 83,406 14,093 6,760,486 7,219,713
Total
portfolio..... $8,043,264 $155,373 $ 14,596 $8,184,041 $8,839,193

<CAPTION>
1995 1994
Fair Amortized Fair
Value Cost Value
<S> <C> <C> <C>
HELD-TO-MATURITY
U.S. Treasury and
other
U.S. government
agencies:
Within one year..... $ -- $ 3,486 $ 3,481
One to five years... -- 2,387,449 2,296,620
Five to ten years... -- 84,469 88,910
Over ten years...... -- 16,072 20,165
Total........... -- 2,491,476 2,409,176
State and municipal:
Within one year..... 55,343 190,528 193,693
One to five years... 105,795 155,436 161,733
Five to ten years... 120,449 123,316 133,342
Over ten years...... 72,841 85,085 90,396
Total........... 354,428 554,365 579,164
Mortgage-backed:
Within one year..... -- 1,709 1,689
One to five years... -- 158,964 153,913
Five to ten years... 197,342 212,624 201,934
Over ten years...... 1,168,952 751,253 754,798
Total........... 1,366,294 1,124,550 1,112,334
Other
interest-earning
investments:
Within one year..... -- -- --
One to five years... 250 13,721 13,484
Five to ten years... 250 498 486
Over ten years...... -- -- --
Total........... 500 14,219 13,970
Total
held-to-maturity.. 1,721,222 4,184,610 4,114,644
AVAILABLE-FOR-SALE
U.S. Treasury and
other
U.S. government
agencies:
Within one year..... 576,392 861,302 853,695
One to five years... 5,129,215 1,652,408 1,607,213
Five to ten years... 266 -- --
Over ten years...... 23,272 -- --
Total........... 5,729,145 2,513,710 2,460,908
Mortgage-backed:
Within one year..... 12,574 -- --
One to five years... 122,720 228,181 223,207
Five to ten years... 249,971 264,416 259,869
Over ten years...... 1,121,124 339,770 332,971
Total........... 1,506,389 832,367 816,047
Other
interest-earning
investments:
Within one year..... 10 6,770 6,810
One to five years... 25,565 64,826 64,837
Five to ten years... 256 495 515
Over ten years...... 73,200 91,900 91,913
Total........... 99,031 163,991 164,075
Total
available-for-sale
interest-earning
investments......... 7,334,565 3,510,068 3,441,030
Federal Reserve Bank
stock and other
investments......... 75,260 90,026 97,217
Total
available-for-sale.. 7,409,825 3,600,094 3,538,247
Total
portfolio..... $9,131,047 $7,784,704 $7,652,891
</TABLE>

*Yields are presented on a fully taxable equivalent basis using the federal
income tax rate and state tax rates, as applicable

<PAGE>
Consumer loans, including residential mortgages, rose $814
million or 7.1 percent. Substantially all of the increase occurred
in residential mortgages, credit cards and indirect retail loans,
which consist primarily of automobile sales financing. Growth in
residential mortgages reflected, in part, good gains in home
equity loans, which increased throughout 1996 on a sequential
month basis except during the first quarter. Credit card
outstandings rose sequentially in 11 of the 12 months of 1996. At
December 31, 1996, managed credit card receivables totaled $5.444
billion, including $625 million of net securitized loans. This
compared with $4.543 billion, including $625 million of net
securitized loans, one year earlier. Variable rate cards
represented 84 percent and 91 percent of the portfolio at year-end
1996 and 1995, respectively. Additional information on the
corporation's managed credit card receivables, including net loss
data and delinquency ratios, is presented on page 27.
Investment securities, the second largest category of
interest-earning assets, increased $272 million or 3.3 percent.
While the portfolio was up modestly for the year, portions were
allowed to decline in the latter half of 1996 in conjunction with
the corporation's balance sheet management. The portfolio is
expected to be modestly smaller in 1997 than in 1996. Changes in
the portfolio mix between held-to-maturity and available-for-sale
securities reflect the reclassification in the fourth quarter of
1995 of securities held-to-maturity with a book value of $2.720
billion and a market value of $2.774 billion to securities
available-for-sale. The one-time reclassification was permitted
for year-end 1995 financial statements following issuance by the
Financial Accounting Standards Board of "A Guide to Implementation
of Statement 115 on Accounting for Certain Investments in Debt and
Equity Securities." The corporation made the reclassification
primarily to provide additional flexibility in managing the
investment securities portfolio.
At December 31, 1996, securities available-for-sale totaled
$6.760 billion and securities held-to-maturity were $1.352
billion. Average securities available-for-sale marked to fair
market value had an unrealized gain of $93.556 million, pretax,
and $57.086 million, net of tax, from changes in market value. The
investment grade of the corporation's municipal portfolio remained
good with 94.8 percent rated A or higher by Moody's at December
31, 1996 compared with 94.7 percent at year-end 1995.

INTEREST EXPENSE
Interest expense was up $93.495 million or 5.9 percent for the
year. The increase reflected a $3.192 billion or 10.1 percent rise
in interest-bearing liabilities moderated, in part, by a 19 basis
point decline in the average rate paid. Time deposits and
long-term debt accounted for substantially all of the year's
growth in interest-bearing liabilities.
To further broaden its funding base, the corporation is
deploying a variety of sound debt and equity instruments while
continuing innovative marketing for traditional funding sources.
This includes the introduction of a global bank note program in
the second quarter of the year, the issuance of senior debt and
trust capital securities in the fourth quarter and greater
reliance on money market instruments, such as the corporation's
Premiere account. Management believes that continued flexibility
and innovation will be required by financial institutions to
attract future funding through deposit products and alternative
sources. Discussion of the corporation's liquidity policies may be
found beginning on page 25.
Interest-bearing time deposits rose $1.812 billion or 9.6
percent. The increase was paced primarily by savings and money
market savings, reflecting gains in Wachovia's Premiere account.
The Premiere account is a federally insured savings account
offering interest rates competitive with money market rates. Good
growth also occurred in large denomination certificates and in
foreign time deposits. Interest-bearing demand deposits and
savings certificates expanded slightly for the year.
Short-term borrowings increased modestly, rising $212 million
or 2.7 percent. Gains occurred primarily in federal funds
purchased and securities sold under repurchase agreements but were
offset, in large part, by a reduction of other short-term
borrowings, which consist mainly of short-term bank notes.
Short-term bank notes are part of Wachovia Bank of North
Carolina's $16 billion global bank note program, which began in
April 1996 and consists of both short- and medium-term issues. At
December 31, 1996, short-term bank notes totaled $515 million and
had an average cost of 5.44 percent and an average maturity of
3.57 months compared with $1.413 billion in outstandings with an
average cost of 5.86 percent and an average maturity of 1.04
months one year earlier. The decline in

<PAGE>
short-term bank notes reflects management's decision to lengthen
maturities of its debt instruments. Medium-term bank notes,
classified as part of long-term debt, were $4.308 billion at
December 31, 1996 and had an average cost of 5.81 percent and an
average maturity of 1.81 years versus $4.088 billion, 5.77 percent
and 1.23 years, respectively, at year-end 1995. Included in
medium-term bank notes at December 31, 1996 were three issues
placed in Europe during the year: $500 million of five-year
floating rate notes issued in May; $100 million of two-year fixed
rate notes issued in August; and $250 million of 12-year fixed
rate notes issued in October. The five-year floating rate notes
were priced to yield three-month LIBOR plus 4 basis points to the
investor, while the 2- and 12-year fixed rate notes have coupon
rates of 6.375 percent and 7 percent, respectively. All of the
medium-term bank notes are rated Aa2 by Moody's and AA+ by
Standard & Poor's.
Long-term debt expanded $1.168 billion or 23.8 percent with
growth occurring both in medium-term bank notes and in other
long-term debt. Medium-term bank notes increased $680 million or
17.6 percent and other long-term debt rose $488 million or 47
percent. Included in other long-term debt at year-end 1996 was
$200 million of senior debt fixed rate notes with a 10-year
maturity issued in November and $300 million of 30-year trust
capital securities issued in December. The senior debt notes have
a coupon rate of 6.625 percent and were rated Aa3 by Moody's and
AA by Standard & Poor's. The trust capital securities have a 7.64
percent coupon rate deductible as interest expense and were rated
Aa3 by Moody's and A+ by Standard & Poor's. The trust capital
securities qualify as part of regulatory Tier I capital under
capital guidelines of the Federal Reserve Board.
Gross deposits averaged $26.225 billion in 1996, up $1.963
billion or 8.1 percent from $24.262 billion in 1995. Collected
deposits, net of float, averaged $24.375 billion for the year
versus $22.498 billion in 1995, an increase of $1.877 billion or
8.3 percent.

ASSET AND LIABILITY MANAGEMENT AND INTEREST RATE SENSITIVITY
The goal of asset and liability management is to maintain high
quality and consistent growth of net interest income with
acceptable levels of risk to changes in interest rates. The
corporation seeks to meet this goal by influencing the maturity
and repricing characteristics of the various lending and deposit
taking lines of business, by managing discretionary balance sheet
asset and liability portfolios and by utilizing off-balance sheet
financial instruments.
Interest rate risk management is carried out by Funds
Management which operates under policies established by the
Finance Committee of the corporation's board of directors and the
guidance of the Management Finance Committee. Rate risk,
liquidity, capital positions and discretionary on- and off-balance
sheet activity is reviewed quarterly by the Board Finance
Committee. Interim oversight of the asset and liability function
is provided through regular meetings of Funds Management managers
and the Chief Financial Officer. Funds Management personnel carry
out day-to-day activity within approved risk management guidelines
and strategies.
The corporation uses a number of tools to measure interest
rate risk, including simulating net interest income under various
rate scenarios, monitoring the change in present value of the
asset and liability portfolios under the same rate scenarios and
monitoring the difference or gap between rate sensitive assets and
liabilities over various time periods. The rate sensitivity gap
table on page 22 sets forth the volume of interest-earning assets
and interest-bearing liabilities outstanding as of year-ends 1996
and 1995 which mature or are projected to reprice in each of the
future time periods shown. The projected asset repricing volumes
include management assumptions of prepayments of mortgage related
assets and automobile financing. Also, the projected interest
checking and savings and money market savings repricing volumes
are based on management assumptions of the sensitivity of these
accounts in relationship to changes in short-term money market
interest rates. The sensitivity assumptions for these two deposit
categories were reduced somewhat in 1996 compared with 1995. Since
assets and liabilities within each interest sensitive period may
not reprice by the same amount or at the same time, the following
table may not be reflective of changes in net interest income
which would result from changes in the general level of interest
rates.

<PAGE>
Interest Rate Sensitivity Gap Analysis
<TABLE>
<CAPTION>
Interest Sensitive Period
7 to Over One
$ IN MILLIONS 0 to 3 4 to 6 12 Total Within Year and
December 31, 1996 Months Months Months One Year Nonsensitive
<S> <C> <C> <C> <C> <C>
Loans and net leases, net of unearned income....................... $19,453 $1,274 $1,757 $ 22,484 $ 8,799
Investment securities.............................................. 440 700 1,472 2,612 5,501
Interest-bearing bank balances..................................... 28 -- -- 28 --
Federal funds sold and securities purchased under resale
agreements......................................................... 179 -- -- 179 --
Trading account assets............................................. 1,186 -- -- 1,186 --
Total earning assets......................................... 21,286 1,974 3,229 26,489 14,300
Interest-bearing demand............................................ 468 122 244 834 2,629
Savings and money market savings................................... 5,888 263 527 6,678 1,659
Savings certificates............................................... 1,553 1,444 1,071 4,068 2,369
Large denomination certificates.................................... 714 403 222 1,339 371
Time deposits in foreign offices................................... 1,156 29 -- 1,185 --
Federal funds purchased and securities sold under repurchase
agreements......................................................... 6,263 15 -- 6,278 20
Commercial paper................................................... 706 -- -- 706 --
Other short-term borrowed funds.................................... 690 220 1 911 56
Bank notes......................................................... 2,514 150 275 2,939 1,369
Other long-term debt............................................... -- -- -- -- 2,159
Total interest-bearing liabilities........................... 19,952 2,646 2,340 24,938 10,632
Interest rate swaps................................................ (506) (91 ) (5 ) (602) 602
Interest sensitivity gap..................................... 828 (763 ) 884 $ 949 4,270
Cumulative interest sensitivity gap.......................... $ 828 $ 65 $ 949 $ 5,219
December 31, 1995
Loans and net leases, net of unearned income....................... $18,226 $1,162 $1,492 $ 20,880 $ 8,381
Investment securities.............................................. 416 316 681 1,413 7,617
Interest-bearing bank balances..................................... -- -- 446 446 5
Federal funds sold and securities purchased under resale
agreements......................................................... 144 -- -- 144 --
Trading account assets............................................. 1,115 -- -- 1,115 --
Total earning assets......................................... 19,901 1,478 2,619 23,998 16,003
Interest-bearing demand............................................ 625 150 300 1,075 2,399
Savings and money market savings................................... 5,504 212 425 6,141 850
Savings certificates............................................... 2,053 1,308 1,088 4,449 2,164
Large denomination certificates.................................... 1,402 279 641 2,322 350
Time deposits in foreign offices................................... 748 6 1 755 --
Federal funds purchased and securities sold under repurchase
agreements......................................................... 5,850 -- -- 5,850 --
Commercial paper................................................... 502 -- -- 502 --
Other short-term borrowed funds.................................... 1,674 1 18 1,693 28
Bank notes......................................................... 2,332 115 503 2,950 1,138
Other long-term debt............................................... -- -- -- -- 1,335
Total interest-bearing liabilities........................... 20,690 2,071 2,976 25,737 8,264
Interest rate swaps................................................ (202) 59 (31 ) (174) 174
Interest sensitivity gap..................................... (991) (534 ) (388 ) $ (1,913) 7,913
Cumulative interest sensitivity gap.......................... $ (991) ($1,525) ($1,913) $ 6,000

<CAPTION>
$ IN MILLIONS
December 31, 1996 Total
<S> <C>
Loans and net leases, net of unearned income....................... $31,283
Investment securities.............................................. 8,113
Interest-bearing bank balances..................................... 28
Federal funds sold and securities purchased under resale
agreements......................................................... 179
Trading account assets............................................. 1,186
Total earning assets......................................... 40,789
Interest-bearing demand............................................ 3,463
Savings and money market savings................................... 8,337
Savings certificates............................................... 6,437
Large denomination certificates.................................... 1,710
Time deposits in foreign offices................................... 1,185
Federal funds purchased and securities sold under repurchase
agreements......................................................... 6,298
Commercial paper................................................... 706
Other short-term borrowed funds.................................... 967
Bank notes......................................................... 4,308
Other long-term debt............................................... 2,159
Total interest-bearing liabilities........................... 35,570
Interest rate swaps................................................ --
Interest sensitivity gap..................................... $ 5,219
Cumulative interest sensitivity gap..........................
December 31, 1995
Loans and net leases, net of unearned income....................... $29,261
Investment securities.............................................. 9,030
Interest-bearing bank balances..................................... 451
Federal funds sold and securities purchased under resale
agreements......................................................... 144
Trading account assets............................................. 1,115
Total earning assets......................................... 40,001
Interest-bearing demand............................................ 3,474
Savings and money market savings................................... 6,991
Savings certificates............................................... 6,613
Large denomination certificates.................................... 2,672
Time deposits in foreign offices................................... 755
Federal funds purchased and securities sold under repurchase
agreements......................................................... 5,850
Commercial paper................................................... 502
Other short-term borrowed funds.................................... 1,721
Bank notes......................................................... 4,088
Other long-term debt............................................... 1,335
Total interest-bearing liabilities........................... 34,001
Interest rate swaps................................................ --
Interest sensitivity gap..................................... $ 6,000
Cumulative interest sensitivity gap..........................
</TABLE>

Note: Refer to page 21 for details on management's assumptions of the repricing
characteristics of certain accounts without contractual maturity dates.

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 200
basis points over 12 months is 7.5 percent. Management generally
has maintained a risk position well within the policy guideline
level. As of December 31, 1996, the model indicated the impact of
a 200 basis point gradual rise in rates over 12 months would
approximate a 1 percent decrease in net interest income, while a
200 basis point decline in rates over the same period would
approximate a 1 percent increase 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

<PAGE>
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 December 31, 1996,
the corporation had $1.906 billion notional amount of derivatives
outstanding for asset and liability management purposes. Details
on the maturity schedule on asset and liability management
derivatives including notional amounts and average maturities are
contained in the following table.

Maturity Schedule of Asset and Liability Management Derivatives
December 31, 1996
<TABLE>
<CAPTION>
Within Over
One Two Three Four Five Five
Year Years Years Years Years Years Total
<S> <C> <C> <C> <C> <C> <C> <C>
$ IN MILLIONS
Interest rate swaps:
Pay fixed/receive floating:
Notional amount........................... $345 $ 17 $ 38 $ 12 $ 2 $ 64 $ 478
Weighted average rates received........... 4.53% 5.77% 5.62 % 5.82 % 6.17% 5.52% 4.84%
Weighted average rates paid............... 7.31 6.97 6.53 7.00 9.03 7.87 7.32
Receive fixed/pay floating:
Notional amount........................... -- $ 152 $201 $ 53 $ 102 $ 352 $ 860
Weighted average rates received........... -- 6.57% 7.17 % 6.92 % 6.44% 6.82% 6.82%
Weighted average rates paid............... -- 5.66 5.58 5.63 5.65 5.71 5.66
Receive floating/pay floating:
Notional amount........................... -- -- -- -- $ 300 -- $ 300
Weighted average rates received........... -- -- -- -- 5.48% -- 5.48%
Weighted average rates paid............... -- -- -- -- 5.56 -- 5.56
Index amortizing swaps:*
Receive fixed/pay floating:
Notional amount........................... $ 91 $ 133 $ 6 $ 18 $ 2 -- $ 250
Weighted average rates received........... 7.88% 8.50% 8.16 % 7.89 % 8.56% -- 8.22%
Weighted average rates paid............... 5.68 5.55 5.62 5.68 5.53 -- 5.61
Total:
Notional amount........................... $436 $ 302 $245 $83 $ 406 $ 416 $1,888
Weighted average rates received........... 5.25% 7.38% 6.95 % 6.98 % 5.74% 6.62% 6.29%
Weighted average rates paid............... 6.98 5.68 5.73 5.84 5.61 6.19 6.08

Forward starting interest rate swaps:
Notional amount........................... -- -- -- -- -- $ 18 $ 18
Weighted average rates paid............... -- -- -- -- -- 8.04% 8.04%

TOTAL DERIVATIVES (NOTIONAL AMOUNT)..... $436 $ 302 $245 $83 $ 406 $ 434 $1,906

<CAPTION>
Average
Life
(Years)
<S> <C>
$ IN MILLIONS
Interest rate swaps:
Pay fixed/receive floating:
Notional amount........................... 1.67
Weighted average rates received...........
Weighted average rates paid...............
Receive fixed/pay floating:
Notional amount........................... 5.49
Weighted average rates received...........
Weighted average rates paid...............
Receive floating/pay floating:
Notional amount........................... 4.43
Weighted average rates received...........
Weighted average rates paid...............
Index amortizing swaps:*
Receive fixed/pay floating:
Notional amount........................... 1.31
Weighted average rates received...........
Weighted average rates paid...............
Total:
Notional amount........................... 3.80
Weighted average rates received...........
Weighted average rates paid...............
Forward starting interest rate swaps:
Notional amount........................... 7.29
Weighted average rates paid...............
TOTAL DERIVATIVES (NOTIONAL AMOUNT)..... 3.83
</TABLE>

*Maturity is based upon expected average lives rather than
contractual lives.

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 transactions under International Swaps and
Derivatives Association Master Agreements and by using collateral
instruments to reduce exposure where appropriate. 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
$14.058 million at December 31, 1996. The fair value of all asset
and liability derivative positions for which counterparties were
exposed to the corporation amounted to $15.275 million on the same
date. Details of the net fair value loss of $1.217 million are
included in Note J of Notes to Consolidated Financial Statements.

<PAGE>
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 approximately offset unrealized
derivatives gains and losses.
The corporation uses derivative financial contracts to (1)
swap floating rate assets or liabilities to fixed rate; (2)
convert fixed rate assets or liabilities to floating rate; (3)
hedge the interest rate spread between assets and liabilities; and
(4) hedge the yield or rate on future transactions. These
transactions serve to better match the repricing characteristics
of various assets and liabilities, reduce spread risk, adjust
overall rate sensitivity and enhance net interest income.

LARGE DENOMINATION
DEPOSITS TABLE 6
December 31, 1996 (thousands)

>
REMAINING MATURITIES
Three months or less..... $ 712,536
Over three through
six months............. 380,568
Over six through
twelve months.......... 226,817
Over twelve months....... 390,140
Total................ $1,710,061

*Includes domestic office certificates of deposit of
$100 or more

SHORT-TERM BORROWED FUNDS TABLE 7
(thousands)

<TABLE>
<CAPTION>
1996 1995 1994
Amount Rate Amount Rate Amount
<S> <C> <C> <C> <C> <C>
At year-end:
Federal funds purchased and securities
sold under repurchase agreements............................. $6,298,130 5.79% $5,850,540 5.01% $5,898,398
Commercial paper............................................... 706,226 4.69 502,136 4.26 406,706
Other borrowed funds........................................... 967,097 5.51 1,720,592 5.79 1,007,340
Total........................................................ $7,971,453 5.66 $8,073,268 5.13 $7,312,444

Average for the year:
Federal funds purchased and securities
sold under repurchase agreements............................. $6,198,566 5.41 $5,264,072 6.02 $5,051,124
Commercial paper*.............................................. 595,729 4.88 504,669 5.51 505,117
Other borrowed funds........................................... 1,215,008 5.49 2,029,094 6.03 674,593
Total........................................................ $8,009,303 5.38 $7,797,835 5.99 $6,230,834

Maximum month-end balance:
Federal funds purchased and securities
sold under repurchase agreements............................. $7,532,212 $6,642,662 $5,898,398
Commercial paper............................................... 706,226 563,779 571,347
Other borrowed funds........................................... 1,871,957 2,910,246 1,007,340

<CAPTION>
1994
Rate
<S> <C>
At year-end:
Federal funds purchased and securities
sold under repurchase agreements............................. 5.33%
Commercial paper............................................... 5.09
Other borrowed funds........................................... 5.30
Total........................................................ 5.32
Average for the year:
Federal funds purchased and securities
sold under repurchase agreements............................. 4.44
Commercial paper*.............................................. 3.94
Other borrowed funds........................................... 4.24
Total........................................................ 4.37
Maximum month-end balance:
Federal funds purchased and securities
sold under repurchase agreements.............................
Commercial paper...............................................
Other borrowed funds...........................................
</TABLE>

*Average interest rate for each year includes effect of fees paid on back-up
lines of credit

<PAGE>
Changing the repricing characteristics of liabilities to match
the assets they support generally is accomplished through an
interest rate swap whereby the corporation pays a fixed rate and
receives a floating rate. This allows the corporation to acquire
fixed rate assets without increasing exposure to rising interest
rates. Converting fixed rate debt to a floating rate is
accomplished generally by receiving fixed on an interest rate swap
and paying floating. The corporation has used this type of
transaction to convert long-term subordinated debt to a floating
rate. This transaction increases liquidity by allowing a long-term
liability to replace a short-term liability, yet have a rate that
is consistent with and fluctuates with short-term rates. Receiving
a fixed rate on an interest rate swap and paying a floating rate
has the effect of converting floating rate assets to fixed rate
assets. The results are essentially the same as acquiring a fixed
rate security funded with a floating rate liability. Both
transactions reduce asset sensitivity. The corporation has used
this type of transaction to convert a portion of the floating rate
credit card portfolio to fixed rates.
Hedging the spread between the rate received and the rate paid
on certain assets and liabilities can be achieved by the use of
options contracts such as caps and floors. Changes in the yield or
rate on anticipated future transactions can be hedged by
purchasing or selling futures contracts on which change in price
is highly correlated with the anticipated transaction. The
corporation has used both futures contracts and options contracts
to hedge spreads and anticipated transactions.

LIQUIDITY MANAGEMENT
The objective of liquidity management is to ensure the
corporation is positioned to meet all immediate and future demands
for cash. Liquidity management relies upon liquidity analysis,
knowledge of historical trends over past credit and business
cycles and forecasts of future conditions to achieve its
objectives. Broad based sources of liquidity for the corporation
include its high quality marketable or securitizable assets and
liabilities which are readily accepted in the marketplace. Asset
liquidity is provided by securities which, by their maturity
structure or marketability, can produce cash flows that result in
enhanced liquidity and by loans which may be securitized. The
corporation generates additional cash through the liability side
of the balance sheet from the growth of deposits and the issuance
of bank notes and other forms of debt and equity securities.
Wachovia's ability to attract a variety of funds rests on the
corporation's strength of capital, reputation, credit ratings,
high quality assets and diverse banking networks. At December 31,
1996, Wachovia's common equity represented 8.02 percent of assets.
Wachovia's strong capital position is reflected in its credit
ratings and remains central in its ability to raise additional
funds at attractive rates through short-term borrowings and
long-term debt. At year-end 1996, the corporation's senior debt
was rated Aa3 by Moody's and AA by Standard & Poor's. Subordinated
debt was rated A1 and AA- by Moody's and Standard & Poor's,
respectively. Commercial paper was rated P-1 by Moody's and A-1+
by Standard & Poor's.
In addition to seeking to maintain liquidity through a strong
balance sheet and performance that assures market acceptance, the
corporation limits through policy and internal guidelines the
level, maturity and concentrations of noncore funding sources. Net
purchased funds under current policy guidelines are limited to 50
percent of long-term assets. Long-term assets include net loans
and leases, investment securities with remaining maturities over
one year and net foreclosed real estate. Net purchased funds are
currently substantially below the policy guideline. To insure
against concentrations by maturity, the corporation has
established policy limits for the cumulative percentage of
purchased funds that mature overnight, within 30 days and within
90 days. Significant concentrations of funds by single sources and
by type of borrowing category also are monitored. Asset liquidity
is assured through maintaining significant amounts of investment
securities in the available-for-sale portfolio. These securities
may be sold at any time to provide needed liquidity or for other
reasons. Liquidity also is available from loan assets which are
readily securitizable and from the corporation's unused available
lines of credit.
Management regularly reviews the liquidity position under
normal business conditions and under significant market disruption
or stress conditions. Results of these reviews are presented to
the Management Finance Committee and Board Finance Committee
quarterly.

<PAGE>
NONPERFORMING ASSETS
Nonperforming assets at December 31, 1996 were $77.490 million
or .25 percent of loans and foreclosed property. The total was
higher by $8.126 million or 11.7 percent from year-end 1995,
reflecting increased levels both of cash basis loans and other
foreclosed assets, which consist primarily of repossessed
automobiles. The ratio of nonperforming assets to loans and
foreclosed property of .25 percent at December 31, 1996 remained
essentially unchanged from .24 percent one year earlier. The
corporation historically has maintained relatively low levels of
problem assets due to strong underwriting standards, consistent
credit reviews and an aggressive loan charge-off policy.
Real estate nonperforming assets included in the December 31,
1996 total were $59.109 million or .59 percent of real estate
loans and foreclosed real estate. This compared with $55.181
million or .63 percent at year-end 1995, an increase of $3.928
million or 7.1 percent. Real estate nonperforming assets at
December 31, 1996 included $49.898 million of real estate
nonperforming loans versus $43.576 million one year earlier.
Commercial real estate nonperforming assets were $30.556
million or .57 percent of related loans and foreclosed real
estate, down $354 thousand or 1.1 percent from $30.910 million or
.67 percent at year-end 1995. Commercial real estate nonperforming
loans included in these amounts were $27.080 million at December
31, 1996 and $27.163 million one year earlier.

NONPERFORMING ASSETS AND CONTRACTUALLY PAST DUE LOANS TABLE 8
December 31 (thousands)

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
NONPERFORMING ASSETS
Cash-basis assets -- domestic borrowers.......... $60,066* $53,547 $ 78,712 $108,882 $173,977
Restructured loans -- domestic................... --** -- -- 80 117
Total nonperforming loans.................. 60,066 53,547 78,712 108,962 174,094
Foreclosed property:
Foreclosed real estate......................... 11,326 14,468 22,900 51,701 93,555
Less valuation allowance....................... 2,115 2,863 4,026 9,168 5,082
Other foreclosed assets........................ 8,213 4,212 2,931 3,406 2,842
Total foreclosed property.................. 17,424 15,817 21,805 45,939 91,315
Total nonperforming assets................. $77,490*** $69,364 $100,517 $154,901 $265,409
Nonperforming loans to year-end loans............ .19% .18% .30% .47% .83%
Nonperforming assets to year-end loans
and foreclosed property........................ .25 .24 .39 .67 1.25
Year-end allowance for loan losses
times nonperforming loans...................... 6.81X 7.63x 5.16x 3.72x 2.18x
Year-end allowance for loan losses
times nonperforming assets..................... 5.28 5.89 4.04 2.61 1.43

CONTRACTUALLY PAST DUE LOANS
(accruing loans past due 90 days or more)
Domestic borrowers............................... $58,842 $48,970 $ 37,010 $ 44,897 $ 49,277

<CAPTION>
1991
<S> <C>
NONPERFORMING ASSETS
Cash-basis assets -- domestic borrowers.......... $240,578
Restructured loans -- domestic................... 604
Total nonperforming loans.................. 241,182
Foreclosed property:
Foreclosed real estate......................... 69,957
Less valuation allowance....................... 2,837
Other foreclosed assets........................ 2,609
Total foreclosed property.................. 69,729
Total nonperforming assets................. $310,911
Nonperforming loans to year-end loans............ 1.17%
Nonperforming assets to year-end loans
and foreclosed property........................ 1.50
Year-end allowance for loan losses
times nonperforming loans...................... 1.49x
Year-end allowance for loan losses
times nonperforming assets..................... 1.16
CONTRACTUALLY PAST DUE LOANS
(accruing loans past due 90 days or more)
Domestic borrowers............................... $ 88,158
</TABLE>

*Includes $16,170 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 $199 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 $12,931; includes $3,962 of
nonperforming assets on which interest and
principal are paid current

PROVISION AND ALLOWANCE FOR LOAN LOSSES
The provision for loan losses was $149.911 million, slightly
exceeding net loan losses for the year and increasing $46.120
million or 44.4 percent from the 1995 level. The provision
reflects management's assessment of the adequacy of the allowance
for loan losses to absorb potential write-offs in the loan
portfolio due to a deterioration in credit conditions or change in
risk profile. Factors considered in this assessment include growth
and mix of the loan portfolio, current and anticipated economic
conditions, historical credit loss experience and changes in
borrowers' financial positions. The

<PAGE>
adequacy of the allowance also is assessed by management based on
the corporation's practice to aggressively recognize problem
credits and generally match charge-offs through the provision.
Net loan losses were $149.622 million or .49 percent of
average loans, up $48.507 million or 48 percent from $101.115
million or .37 percent of average loans in 1995. The increase
reflected higher losses in consumer loans, principally credit
cards. Excluding credit cards, net loan losses were $16.138
million or .06 percent of average loans compared with $12.100
million or .05 percent in 1995, an increase of $4.038 million or
33.4 percent. Net loan losses are expected to continue to rise in
1997 at approximately the same percent as in 1996, driven
principally by higher credit card charge-offs and by more moderate
loan recoveries. The higher losses anticipated in credit cards
reflect management's expectation that bankruptcies and
delinquencies will continue to increase industry wide. If the
economy should slow considerably from its present level and
bankruptcies increased significantly, loan losses could be higher
than presently anticipated.
Credit card net charge-offs for the year were $133.484 million
or 3.17 percent of average credit card receivables, higher by
$44.469 million or 50 percent from $89.015 million or 2.25 percent
of average outstandings in 1995. Net losses in other retail loans,
associated with direct and indirect retail loans, were $18.043
million or .54 percent of average related receivables, up $6.707
million or 59.2 percent from $11.336 million or .36 percent in
1995. Partially moderating the rise in net charge-offs were higher
net recoveries in real estate loans. Real estate net recoveries
totaled $8.142 million or .09 percent of average real estate loans
in 1996 versus 1.875 million or .02 percent in 1995.
Selected data on the corporation's managed credit card
portfolio, which includes securitized loans, is presented in the
following table.

Managed Credit Card Data
$ IN THOUSANDS

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Average credit card outstandings............................ $4,830,000 $4,168,000 $3,549,000
Net loan losses............................................. 153,624 93,372 58,485
Net loan losses to average loans............................ 3.18% 2.24% 1.65%
Delinquencies (30 days or more) to period-end loans......... 2.14 2.15 1.31
</TABLE>

Note: The corporation had no securitized credit card loans prior
to 1994.

At December 31, 1996, the allowance for loan losses was
$409.297 million, representing 1.31 percent of year-end loans and
681 percent of nonperforming loans. This compared with $408.808
million, 1.40 percent and 763 percent, respectively, one year
earlier.

Allowance for Loan Losses
(millions)

(Chart appears here. Plot points are below.)

91 92 93 94 95 96
Year end loan loss
allowance $360.2 $379.6 $404.8 $406.1 $408.8 $409.3
Allowance times
nonperforming loans 1.49x 2.18x 3.72x 5.16x 7.63x 6.81x

Earnings Coverage of Net Loan Losses
(excluding mortgage servicing portfolio sale,
subsidiary sale and securities tranactions)

(Chart appears here. Plot points are below.)

91 92 93 94 95 96
Earnings before income
taxes and provision for
loan losses (millions) $562.8 $694.6 $752.8 $829.9 $917.1 $1081.1
Number of times earnings
covered net loan losses 2.77x 7.29x 11.17x 11.78x 9.07x 7.23x

Loan Loss Experience
(millions)

(Chart appears here. Plot points are below.)

91 92 93 94 95 96
Credit Card $65.359 $56.795 $52.675 $58.434 $89.015 $133.484
Commercial $56.490 $ .559 $ 1.220 $ 7.206 $(1.267) $ (.825)
Real estate $55.463 $21.249 $ 5.821 $(5.310) $(1.875) $ (8.142)
Other $25.687 $16.642 $ 7.695 $10.099 $15.242 $ 25.105
Net loan losses
to average loans .99% .48% .31% .29% .37% .49%

<PAGE>
ALLOWANCE FOR LOAN LOSSES TABLE 9
(thousands)

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS
Balance at beginning of year................. $408,808 $406,132 $404,798 $379,557 $360,193
Additions from acquisitions.................. 200 -- -- -- --
Allowance of company sold.................... -- -- -- -- (4,811)
Provision for loan losses.................... 149,911 103,791 71,763 92,652 119,420
Deduct net loan losses:
Loans charged off:
Commercial............................... 3,588 4,283 12,883 6,792 13,153
Credit card.............................. 151,668 101,976 69,728 62,991 67,863
Other revolving credit................... 7,062 4,304 3,715 3,922 4,627
Other retail............................. 22,948 15,296 11,409 8,431 17,221
Real estate.............................. 2,510 7,748 4,705 14,514 27,041
Lease financing.......................... 1,635 892 226 458 668
Foreign.................................. -- -- -- -- 960
Total.................................. 189,411 134,499 102,666 97,108 131,533
Recoveries:
Commercial............................... 4,413 5,550 5,677 5,572 12,594
Credit card.............................. 18,184 12,961 11,294 10,316 11,068
Other revolving credit................... 1,452 1,140 1,059 1,029 1,024
Other retail............................. 4,905 3,960 3,956 3,791 5,481
Real estate.............................. 10,652 9,623 10,015 8,693 5,792
Lease financing.......................... 183 142 204 264 322
Foreign.................................. -- 8 32 32 7
Total.................................. 39,789 33,384 32,237 29,697 36,288
Net loan losses............................ 149,622 101,115 70,429 67,411 95,245
Balance at end of year*...................... $409,297 $408,808 $406,132 $404,798 $379,557
NET LOAN LOSSES (RECOVERIES) BY CATEGORY
Commercial................................... $ (825) $ (1,267) $ 7,206 $ 1,220 $ 559
Credit card.................................. 133,484 89,015 58,434 52,675 56,795
Other revolving credit....................... 5,610 3,164 2,656 2,893 3,603
Other retail................................. 18,043 11,336 7,453 4,640 11,740
Real estate.................................. (8,142) (1,875) (5,310) 5,821 21,249
Lease financing.............................. 1,452 750 22 194 346
Foreign...................................... -- (8) (32) (32) 953
Total.................................. $149,622 $101,115 $ 70,429 $ 67,411 $ 95,245

Net loan losses -- excluding credit cards.... $ 16,138 $ 12,100 $ 11,995 $ 14,736 $ 38,450

NET LOAN LOSSES (RECOVERIES) TO AVERAGE
LOANS BY CATEGORY
Commercial................................... (.01%) (.01%) .08% .02% .01%
Credit card.................................. 3.17 2.25 1.66 2.03 3.20
Other revolving credit....................... 1.58 .92 .80 .88 1.12
Other retail................................. .54 .36 .23 .16 .44
Real estate.................................. (.09) (.02) (.07) .08 .30
Lease financing.............................. .22 .28 .01 .14 .29
Foreign...................................... -- -- (.03) (.04) 1.32
Total loans.................................. .49 .37 .29 .31 .48

Total loans -- excluding credit cards........ .06 .05 .06 .08 .21

Year-end allowance to outstanding loans...... 1.31% 1.40% 1.57% 1.76% 1.80%
Earnings coverage of net loan losses**....... 7.23X 9.07x 11.78x 11.17x 7.29x

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES***
Commercial................................... $ 89,654 $ 87,765 $ 88,682 $ 89,431 $ 92,279
Credit card.................................. 150,491 110,400 109,615 78,264 54,584
Other revolving credit....................... 6,132 5,544 5,368 4,958 4,718
Other retail................................. 28,030 27,816 32,084 33,748 28,113
Real estate.................................. 75,628 101,335 108,354 111,960 113,996
Lease financing.............................. 3,685 1,666 2,211 2,018 1,994
Foreign...................................... 3,702 3,697 3,830 931 715
Unallocated.................................. 51,975 70,585 55,988 83,488 83,158
Total.................................. $409,297 $408,808 $406,132 $404,798 $379,557

<CAPTION>
1991
<S> <C>
SUMMARY OF TRANSACTIONS
Balance at beginning of year................. $269,916
Additions from acquisitions.................. 276
Allowance of company sold.................... --
Provision for loan losses.................... 293,000
Deduct net loan losses:
Loans charged off:
Commercial............................... 61,089
Credit card.............................. 72,386
Other revolving credit................... 5,154
Other retail............................. 26,251
Real estate.............................. 58,089
Lease financing.......................... 1,614
Foreign.................................. 675
Total.................................. 225,258
Recoveries:
Commercial............................... 4,599
Credit card.............................. 7,027
Other revolving credit................... 721
Other retail............................. 6,545
Real estate.............................. 2,626
Lease financing.......................... 263
Foreign.................................. 478
Total.................................. 22,259
Net loan losses............................ 202,999
Balance at end of year*...................... $360,193
NET LOAN LOSSES (RECOVERIES) BY CATEGORY
Commercial................................... $ 56,490
Credit card.................................. 65,359
Other revolving credit....................... 4,433
Other retail................................. 19,706
Real estate.................................. 55,463
Lease financing.............................. 1,351
Foreign...................................... 197
Total.................................. $202,999
Net loan losses -- excluding credit cards.... $137,640
NET LOAN LOSSES (RECOVERIES) TO AVERAGE
LOANS BY CATEGORY
Commercial................................... .69%
Credit card.................................. 4.19
Other revolving credit....................... 1.48
Other retail................................. .72
Real estate.................................. .73
Lease financing.............................. 1.08
Foreign...................................... .23
Total loans.................................. .99
Total loans -- excluding credit cards........ .72
Year-end allowance to outstanding loans...... 1.75%
Earnings coverage of net loan losses**....... 2.77x
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES***
Commercial................................... $ 89,055
Credit card.................................. 44,655
Other revolving credit....................... 6,193
Other retail................................. 25,303
Real estate.................................. 128,216
Lease financing.............................. 2,159
Foreign...................................... 1,382
Unallocated.................................. 63,230
Total.................................. $360,193
</TABLE>

*Includes the related allowance for credit losses for impaired loans as
defined in FASB 114, "Accounting by Creditors for Impairment of a Loan," of
$1,960 at December 31, 1996 and $916 at December 31, 1995
**Earnings before income taxes and provision for loan losses excluding
mortgage servicing portfolio sale, subsidiary sale and securities
transactions
***The allocation of the allowance for loan losses above represents an
estimate based on historical loss experience, individual credits, economic
conditions and other judgmental factors. Since any allocation is
judgmental and involves consideration of many factors, the allocation may
be more or less than the charge-offs that may ultimately occur. The entire
allowance is available for charge-offs
in any category of loans. See page 71 for percentages of loan categories to
total loans.

<PAGE>
NONINTEREST INCOME
Total other operating revenue for 1996 increased $103.813
million or 15.3 percent. Gains reflected stronger sales efforts,
focused technology enhancements and some new fee pricing, with all
categories of total other operating revenue advancing except
mortgage fee income and trading account profits. Strong results
were achieved particularly in deposit account service charges,
credit card fee income, investment fee income and electronic
banking revenue. Total other operating revenue for 1996 included a
$12.496 million gain from the sale of the corporation's bond
trustee business. Excluding this one-time gain, total other
operating revenue rose $91.317 million or 13.4 percent for the
year. Management anticipates total other operating revenue to
increase at a slightly more moderate rate in 1997 based primarily
on a continued favorable economy generating higher business
volume. Revenue is expected to build as the year progresses
reflecting the impact of new corporate growth initiatives.
Deposit account service charge revenues grew $33.255 million
or 15.9 percent, reflecting increases primarily in overdraft
charges, commercial analysis fees and insufficient funds charges.
Improved collections, including automation of procedures, largely
accounted for the rise in overdraft charges, while expanded sales
contributed to the growth in commercial analysis fees.
Credit card fee income expanded $14.856 million or 12 percent.
Gains were driven principally by good growth in interchange
income, higher revenues from overlimit charges and increased net
revenues received in the form of excess servicing fees on
securitized loans. Active credit card accounts, including those
under management, were 2.035 million at December 31, 1996 versus
1.805 million at year-end 1995, an increase of 230 thousand or
12.7 percent.
Investment fee income rose $15.525 million or 57.6 percent.
Increased sales of mutual funds through the corporation's
investment counselors, greater loan syndication activity and
higher brokerage commission income primarily accounted for the
strong growth. The corporation's Biltmore family of mutual funds
had assets of $3.739 billion at December 31, 1996 compared with
$2.905 billion one year earlier.
Electronic banking revenues, consisting of fees from debit
card and ATM usage, increased $13.627 million or 39.5 percent.
Gains reflected good growth in debit card interchange income as
well as new access fees for noncustomer ATM usage assessed
beginning in 1996.

NONINTEREST INCOME TABLE 10
(thousands)

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Service charges on deposit accounts....................... $242,368 $209,113 $196,149 $202,885 $189,537
Fees for trust services................................... 137,841 130,521 128,100 120,030 109,504
Credit card income -- net of interchange payments......... 139,138 124,282 111,925 101,780 78,068
Electronic banking........................................ 48,106 34,479 24,683 14,840 12,936
Investment fee income..................................... 42,478 26,953 14,092 16,619 13,013
Mortgage fee income....................................... 16,984 23,320 33,224 39,101 40,078
Trading account profits (losses) -- excluding interest.... 22,819 25,698 9,502 22,445 (2,916)
Insurance premiums and commissions........................ 17,030 13,164 11,679 11,847 15,002
Bankers' acceptance and letter of credit fees............. 25,347 23,190 23,168 19,668 20,141
Student loan servicing.................................... -- -- -- 5,535 33,250
Other service charges and fees............................ 32,589 24,682 18,109 17,456 18,636
Other income.............................................. 59,214 44,699 33,801 27,973 7,993
Total other operating revenue....................... 783,914 680,101 604,432 600,179 535,242
Gain on sale of mortgage servicing portfolio.............. -- 79,025 -- -- --
Gain on sale of subsidiary................................ -- -- -- 8,030 19,486
Investment securities gains (losses)...................... 3,736 (23,494) 3,320 19,394 1,497
Total............................................... $787,650 $735,632 $607,752 $627,603 $556,225

<CAPTION>
1991
<S> <C>
Service charges on deposit accounts....................... $170,827
Fees for trust services................................... 102,665
Credit card income -- net of interchange payments......... 62,814
Electronic banking........................................ 10,590
Investment fee income..................................... 13,302
Mortgage fee income....................................... 28,608
Trading account profits (losses) -- excluding interest.... 17,846
Insurance premiums and commissions........................ 12,819
Bankers' acceptance and letter of credit fees............. 14,232
Student loan servicing.................................... 31,470
Other service charges and fees............................ 18,216
Other income.............................................. 6,789
Total other operating revenue....................... 490,178
Gain on sale of mortgage servicing portfolio.............. --
Gain on sale of subsidiary................................ --
Investment securities gains (losses)...................... 11,091
Total............................................... $501,269
</TABLE>

<PAGE>
Trust service revenues were higher by $7.320 million or 5.6
percent. Increased sales of personal trust services, changes in
fee schedules and higher market values for trust assets under
management primarily accounted for the gain. Corporate trust fees,
which were impacted by the April sale of the bond trustee
business, were modestly lower for the year. At December 31, 1996,
trust assets totaled $100.095 billion, including $23.520 billion
under management. This compared with $90.144 billion, including
$20.226 billion under management, at year-end 1995.
Mortgage fee income decreased $6.336 million or 27.2 percent,
primarily reflecting the loss of servicing fee income from the
June 1995 sale of the corporation's mortgage servicing portfolio.
Partially offsetting the decline were higher levels of mortgage
origination fees and increased gains on sales of mortgage
servicing rights.
Trading account profits were down $2.879 million or 11.2
percent. Weak bond market conditions in the early months of 1996
reduced trading account income, while foreign exchange income
remained lower for the year.
Remaining combined categories of total other operating revenue
were higher by $28.445 million or 26.9 percent. Insurance premiums
and commissions rose $3.866 million or 29.4 percent, while
bankers' acceptance and letter of credit fees were up $2.157
million or 9.3 percent. Other service charges and fees grew $7.907
million or 32 percent, principally reflecting contractual revenues
received for servicing the corporation's securitized loan
portfolios. Other income, which includes revenues from corporate
financing activities, was higher by $14.515 million or 32.5
percent. Included in other income for 1996 was the $12.496 million
gain on the sale of the bond trustee business.
Including sales of investment securities, total noninterest
income increased $52.018 million or 7.1 percent. Investment
securities sales had net gains of $3.736 million in 1996 versus
net losses of $23.494 million in 1995. The net losses in 1995
resulted principally from restructuring of the available-for-sale
securities portfolio to improve yields. Total noninterest income
for 1995 also included a $79.025 million gain from the sale of the
corporation's mortgage servicing portfolio.

NONINTEREST EXPENSE
Total noninterest expense was up $53.953 million or 4.5
percent for the year. Growth in personnel expense, primarily
salaries, accounted for substantially all the increase, with
combined net occupancy and equipment expense rising moderately and
remaining combined categories of noninterest expense decreasing
slightly. 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)
declined 202 basis points from 54.2 percent in 1995 to 52.2
percent in 1996. The decrease reflected both continued good
expense management and expanded revenues for the year. Management
anticipates total noninterest expense to rise at a higher
percentage rate in 1997, driven largely by the level of increases
in personnel costs and other expenses for the corporation's growth
initiatives. Expense projections for 1997 exclude the impact of
conversion costs associated with making the corporation's systems
year 2000 compliant. The corporation is managing the conversion of
its computer systems so that they will be fully operable for date
recognition and data processing when the year 2000 occurs. The
total cost for this conversion is estimated by management to be
between $40 million and $50 million, with substantially all of the
cost expected to be recognized in 1997.
Total personnel expense grew $54.199 million or 9 percent.
Salaries expense rose $44.497 million or 8.9 percent as head count
in growing business lines increased and the corporation added to
its salesforce personnel. At December 31, 1996, full-time
equivalent employees totaled 16,208 compared with 15,996 at
year-end 1995. Benefits expense was up $9.702 million or 9.5
percent, reflecting higher payroll taxes associated with an
expanded salaries base and increased retirement benefits costs.

<PAGE>
NONINTEREST EXPENSE TABLE 11
(thousands)

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Salaries.................................. $ 543,227 $ 498,730 $ 464,790 $ 455,621 $ 451,193
Employee benefits......................... 111,298 101,596 98,717 113,059 88,630
Total personnel expense............. 654,525 600,326 563,507 568,680 539,823
Net occupancy expense..................... 89,582 87,105 80,911 82,070 80,673
Equipment expense......................... 114,861 109,701 106,508 102,246 100,916
Postage and delivery...................... 40,018 37,962 35,163 38,160 37,036
Outside data processing, programming and
software................................ 44,699 42,486 35,211 38,613 33,082
Stationery and supplies................... 26,100 26,805 24,558 25,344 26,342
Advertising and sales promotion........... 60,304 50,362 34,067 38,141 27,911
Professional services..................... 38,285 39,483 20,493 17,144 18,412
Travel and business promotion............. 20,460 19,694 16,254 15,563 13,578
Regulatory agency fees and other bank
services . . ........................... 8,730 49,584 62,345 63,822 64,361
Amortization of intangible assets......... 4,362 8,587 18,693 28,001 34,423
Foreclosed property expense............... (96) 920 (4,288) 7,654 9,755
Other expense............................. 155,719 130,581 104,991 105,798 109,340
Total............................... $1,257,549 $1,203,596 $1,098,413 $1,131,236 $1,095,652

Overhead ratio............................ 52.2% 54.2% 54.1% 57.0% 58.6%

<CAPTION>
1991
<S> <C>
Salaries.................................. $ 443,273
Employee benefits......................... 81,216
Total personnel expense............. 524,489
Net occupancy expense..................... 75,729
Equipment expense......................... 99,569
Postage and delivery...................... 38,188
Outside data processing, programming and
software................................ 30,671
Stationery and supplies................... 28,507
Advertising and sales promotion........... 22,139
Professional services..................... 25,786
Travel and business promotion............. 13,641
Regulatory agency fees and other bank
services . . ........................... 60,963
Amortization of intangible assets......... 51,756
Foreclosed property expense............... 15,655
Other expense............................. 109,424
Total............................... $1,096,517
Overhead ratio............................ 62.5%
</TABLE>

Combined net occupancy and equipment expense rose $7.637
million or 3.9 percent. Net occupancy expense was up $2.477
million or 2.8 percent, largely due to higher building
depreciation expense and increased operating premise lease costs.
Equipment expense grew $5.160 million or 4.7 percent, driven
primarily by higher depreciation expense and equipment maintenance
costs for branches and operation centers.
Remaining combined categories of noninterest expense decreased
$7.883 million or 1.9 percent. Regulatory agency fees and other
bank service expense was down $40.854 million or 82.4 percent due
to the elimination by the FDIC of insurance premiums for well
capitalized financial institutions. Savings realized from the
elimination of insurance premiums were offset by higher spending
in areas primarily related to the corporation's growth
initiatives. These included advertising and sales promotion
expense as well as outside data processing, programming and
software expense.
On September 30, 1996, Congress enacted legislation mandating
a one-time assessment to recapitalize the Savings Association
Insurance Fund. The impact of this legislation was not material to
the corporation's noninterest expense or results of operations.

INCOME TAXES
Applicable income taxes for the year were higher by $24.020
million or 9 percent. 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
earned 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.

NEW ACCOUNTING STANDARDS
Effective January 1, 1996, the corporation prospectively
adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of" (FASB 121). Adoption of FASB
121 was not material.
In June 1996, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 125, "Accounting
for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" (FASB 125), which provides new
accounting and reporting standards for sales, securitizations, and
servicing of receivables and other financial assets and
extinguishments of liabilities.

<PAGE>
FASB 125 is effective for transactions occurring after December
31, 1996, except for certain transactions which have been delayed
until after December 31, 1997. This standard will be adopted as
required in 1997 and 1998, and is not expected to have a material
impact on the corporation's financial position or results of
operations.

SHAREHOLDERS' EQUITY AND CAPITAL RATIOS
At December 31, 1996, shareholders' equity was $3.762 billion
compared with $3.774 billion one year earlier. Included in
shareholders' equity was $42.462 million, net of tax, of
unrealized gains on securities available-for-sale marked to fair
market value versus $116.113 million, net of tax, at year-end
1995.
The reduction in shareholders' equity at December 31, 1996
from one year earlier of $12 million or less than 1 percent
primarily reflected the impact of the corporation's increased
share repurchase activity. During 1996, the corporation
repurchased a total of 7,931,100 shares under two separate
authorizations at an average price of $47.208 per share for a
total cost of $374.408 million. This compared with a total of
1,755,500 shares that were repurchased in 1995. On January 24,
1997, the corporation was authorized by the board of directors to
repurchase up to 10 million additional shares of its common stock,
replacing the most recent authorization approved on April 26, 1996
to repurchase up to 8 million shares. Share repurchase activity
will remain governed by the corporation's capital management
strategy to deploy capital in a prudent and competent manner
designed to enhance shareholder value over the long-term. In
addition, repurchased shares will be used for various corporate
purposes, including share issuance for the corporation's employee
stock plans and dividend reinvestment plan.

CAPITAL COMPONENTS AND RATIOS TABLE 12
December 31 (thousands)

1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Tier I capital:
Common shareholders' equity........... $ 3,761,832 $ 3,773,757 $ 3,286,507 $ 3,017,947 $ 2,774,767
Trust capital securities.............. 300,000 -- -- -- --
Less ineligible intangible assets..... 32,474 29,472 30,961 32,451 33,941
Unrealized (gains) losses on
securities
available-for-sale, net of tax...... (42,462) (116,113) 37,635 -- --
Total Tier I capital.............. 3,986,896 3,628,172 3,293,181 2,985,496 2,740,826

Tier II capital:
Allowable allowance for loan losses... 409,297 408,808 406,132 384,032 348,887
Allowable long-term debt.............. 1,138,041 1,208,479 830,782 583,738 344,983
Tier II capital additions......... 1,547,338 1,617,287 1,236,914 967,770 693,870
Total capital..................... $ 5,534,234 $ 5,245,459 $ 4,530,095 $ 3,953,266 $ 3,434,696

Risk-adjusted assets.................... $42,669,628 $38,469,866 $35,573,896 $30,701,782 $27,880,304

Quarterly average assets................ $45,737,397 $43,477,038 $38,146,370 $35,419,829 $32,518,351

Risk-based capital ratios:
Tier I capital........................ 9.34% 9.43% 9.26% 9.72% 9.83%
Total capital......................... 12.97 13.64 12.73 12.88 12.32

Tier I leverage ratio*.................. 8.73% 8.36% 8.63% 8.44% 8.44%

Shareholders' equity to total assets.... 8.02% 8.39% 8.39% 8.26% 8.32%

<CAPTION>
1991
<S> <C>
Tier I capital:
Common shareholders' equity........... $ 2,484,414
Trust capital securities.............. --
Less ineligible intangible assets..... 33,198
Unrealized (gains) losses on
securities
available-for-sale, net of tax...... --
Total Tier I capital.............. 2,451,216
Tier II capital:
Allowable allowance for loan losses... 332,528
Allowable long-term debt.............. 136,682
Tier II capital additions......... 469,210
Total capital..................... $ 2,920,426
Risk-adjusted assets.................... $26,583,836
Quarterly average assets................ $32,180,449
Risk-based capital ratios:
Tier I capital........................ 9.22%
Total capital......................... 10.99
Tier I leverage ratio*.................. 7.62%
Shareholders' equity to total assets.... 7.49%
</TABLE>

*Ratio excludes the average unrealized gains (losses) on securities
available-for-sale, net of tax, of $45,135, $63,884 and ($26,581),
respectively

The corporation's internal capital generation rate (net income
less dividends as a percentage of average equity) was 10.7 percent
in 1996 versus 10.8 percent in 1995. Wachovia's book value at
December 31, 1996 was $22.96 compared with $22.15 one year
earlier, an increase of 3.7 percent.

<PAGE>
Intangible assets at year-end 1996 totaled $39.360 million,
consisting of $32.474 million of goodwill, $5.441 million of
deposit base intangibles, $596 thousand of purchased credit card
intangibles and $849 thousand of other intangibles. Intangible
assets one year earlier were $39.093 million, with $29.472 million
of goodwill, $6.932 million of deposit base intangibles, $1.422
million of purchased credit card intangibles and $1.267 million of
other intangibles. The increase in goodwill at December 31, 1996
reflected the corporation's acquisition of First National
Bankshares of Henry County, Inc., on April 1, 1996.
Regulatory agencies divide capital into Tier I (consisting of
shareholders' equity and certain cumulative preferred stock
instruments 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 Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" (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 at least 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 December 31, 1996, the corporation's Tier I to risk-adjusted
assets ratio was 9.34 percent with total capital 12.97 percent of
risk-adjusted assets. The Tier I leverage ratio was 8.73 percent.
The capital ratios at year-end 1996 include the issuance of $300
million of trust capital securities by the corporation in December
1996. In January 1997, the corporation issued an additional $300
million of trust capital securities. All of the corporation's
banks are well-capitalized.

DIVIDENDS
Cash dividends paid in 1996 totaled $254.458 million,
increasing $18.963 million or 8.1 percent from $235.495 million
paid in 1995. The payout ratio of cash dividends paid to net
income was 39.5 percent in 1996 and 39.1 percent in 1995. Cash
dividends paid per common share were $1.52 versus $1.38 per common
share paid in 1995, a rise of 10.1 percent.
At its meeting on January 24, 1997, the corporation's board of
directors declared a first quarter dividend of $.40 per share,
payable March 3, 1997 to shareholders of record on February 6. The
dividend is higher by 11.1 percent from $.36 per share paid in the
same period of 1996. Additional dividend information is presented
on page 72.

Year-End Shareholders'
Equity Per Share
Five-year compound growth rate = 9.5%

(Chart appears here. Plot points are below.)

91 92 93 94 95 96
14.56 16.18 17.61 19.23 22.15 22.96

<PAGE>
QUARTERLY FINANCIAL SUMMARY TABLE 13

<TABLE>
<CAPTION>
1996 1995
Fourth Third Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
(thousands, except per share data)
Interest income -- taxable
equivalent....................... $842,365 $842,109 $810,637 $802,120 $815,894 $813,117 $774,078
Interest expense................... 421,079 426,723 411,472 413,328 424,624 418,917 392,970
Net interest income -- taxable
equivalent....................... 421,286 415,386 399,165 388,792 391,270 394,200 381,108
Taxable equivalent adjustment...... 16,246 16,880 17,914 18,877 24,531 26,633 23,987
Net interest income................ 405,040 398,506 381,251 369,915 366,739 367,567 357,121
Provision for loan losses.......... 47,443 40,730 34,404 27,334 30,172 23,179 28,652
Net interest income after provision
for loan losses.................. 357,597 357,776 346,847 342,581 336,567 344,388 328,469
Other operating revenue............ 203,436 197,778 198,595 184,105 186,289 170,415 166,304
Gain on sale of mortgage servicing
portfolio........................ -- -- -- -- -- -- 79,025
Investment securities gains
(losses)......................... 2,864 393 (219) 698 2,554 317 (26,236)
Total other income................. 206,300 198,171 198,376 184,803 188,843 170,732 219,093
Personnel expense.................. 167,236 165,509 160,162 161,618 152,078 153,298 149,987
Other expense...................... 155,502 150,970 149,925 146,627 162,987 145,584 156,630
Total other expense................ 322,738 316,479 310,087 308,245 315,065 298,882 306,617
Income before income taxes......... 241,159 239,468 235,136 219,139 210,345 216,238 240,945
Applicable income taxes*........... 70,431 74,872 75,773 69,269 64,147 64,958 78,036
Net income......................... $170,728 $164,596 $159,363 $149,870 $146,198 $151,280 $162,909

Net income per common share:
Primary.......................... $ 1.02 $ .98 $ .94 $ .87 $ .85 $ .88 $ .94
Fully diluted.................... $ 1.02 $ .97 $ .94 $ .87 $ .85 $ .87 $ .95
Cash dividends paid per common
share . . $ .40 $ .40 $ .36 $ .36 $ .36 $ .36 $ .33
Cash dividends paid on common
stock . . $ 66,016 $ 66,669 $ 60,684 $ 61,089 $ 61,423 $ 61,312 $ 56,302
Cash dividend payout ratio......... 38.7% 40.5% 38.1% 40.8% 42.0% 40.5% 34.6%
Average primary shares
outstanding...................... 167,118 167,966 169,861 171,467 172,372 171,793 171,986
Average fully diluted shares
outstanding . . 167,281 168,354 169,972 171,653 172,705 172,512 172,446

SELECTED AVERAGE BALANCES
(millions)
Total assets....................... $ 45,737 $ 45,778 $ 44,956 $ 44,435 $ 43,477 $ 42,573 $ 40,876
Loans -- net of unearned income.... 31,101 30,660 30,004 29,218 28,470 28,097 27,203
Investment securities**............ 8,251 8,734 8,668 8,795 8,676 8,778 8,276
Other interest-earning assets...... 1,409 1,611 1,519 1,594 1,562 1,210 1,012
Total interest-earning assets...... 40,761 41,005 40,191 39,607 38,708 38,085 36,491
Interest-bearing deposits.......... 21,211 20,873 20,335 20,666 20,705 19,352 18,388
Short-term borrowed funds.......... 7,668 8,099 8,216 8,055 7,332 8,593 7,869
Long-term debt..................... 6,206 6,454 6,129 5,487 5,213 4,851 4,863
Total interest-bearing
liabilities...................... 35,085 35,426 34,680 34,208 33,250 32,796 31,120
Noninterest-bearing deposits....... 5,604 5,408 5,426 5,372 5,361 5,212 5,333
Total deposits..................... 26,815 26,281 25,761 26,038 26,066 24,564 23,721
Shareholders' equity............... 3,671 3,631 3,644 3,687 3,576 3,463 3,345

RATIOS (averages)
Annualized net loan losses to
loans............................ .61% .53% .46% .37% .42% .33% .42%
Annualized net yield on
interest-earning assets.......... 4.11 4.03 3.99 3.95 4.01 4.11 4.19
Shareholders' equity to:
Total assets..................... 8.03 7.93 8.11 8.30 8.22 8.13 8.18
Net loans........................ 11.96 12.00 12.31 12.80 12.74 12.51 12.48
Annualized return on assets........ 1.49 1.44 1.42 1.35 1.35 1.42 1.59
Annualized return on shareholders'
equity........................... 18.60 18.13 17.49 16.26 16.36 17.47 19.48

<CAPTION>
1995
First
Quarter
<S> <C>
SUMMARY OF OPERATIONS
(thousands, except per share data)
Interest income -- taxable
equivalent....................... $715,414
Interest expense................... 342,596
Net interest income -- taxable
equivalent....................... 372,818
Taxable equivalent adjustment...... 23,622
Net interest income................ 349,196
Provision for loan losses.......... 21,788
Net interest income after provision
for loan losses.................. 327,408
Other operating revenue............ 157,093
Gain on sale of mortgage servicing
portfolio........................ --
Investment securities gains
(losses)......................... (129)
Total other income................. 156,964
Personnel expense.................. 144,963
Other expense...................... 138,069
Total other expense................ 283,032
Income before income taxes......... 201,340
Applicable income taxes*........... 59,184
Net income......................... $142,156
Net income per common share:
Primary.......................... $ .83
Fully diluted.................... $ .82
Cash dividends paid per common
share . . $ .33
Cash dividends paid on common
stock . . $ 56,458
Cash dividend payout ratio......... 39.7%
Average primary shares
outstanding...................... 172,205
Average fully diluted shares
outstanding . . 172,760
SELECTED AVERAGE BALANCES
(millions)
Total assets....................... $ 38,902
Loans -- net of unearned income.... 26,219
Investment securities**............ 7,612
Other interest-earning assets...... 815
Total interest-earning assets...... 34,646
Interest-bearing deposits.......... 17,354
Short-term borrowed funds.......... 7,390
Long-term debt..................... 4,674
Total interest-bearing
liabilities...................... 29,418
Noninterest-bearing deposits....... 5,302
Total deposits..................... 22,656
Shareholders' equity............... 3,253
RATIOS (averages)
Annualized net loan losses to
loans............................ .30%
Annualized net yield on
interest-earning assets.......... 4.36
Shareholders' equity to:
Total assets..................... 8.36
Net loans........................ 12.60
Annualized return on assets........ 1.46
Annualized return on shareholders'
equity........................... 17.48
</TABLE>

*Income taxes applicable to securities transactions were $1,181, $149, ($86),
$278, $980, $91, ($9,580) and ($67), respectively
**Reported at amortized cost; excludes pretax unrealized gains (losses) on
securities available-for-sale of $74, $40, $74, $188, $104, $65, $15 and
($49), respectively

<PAGE>
FOURTH QUARTER ANALYSIS
The corporation's net income per fully diluted share was $1.02
in the fourth quarter of 1996, rising 19.9 percent from $.85 per
share in the same three months of 1995. Net income totaled
$170.728 million, up 16.8 percent from $146.198 million a year
earlier, and represented annualized returns of 18.60 percent on
shareholders' equity and 1.49 percent on assets. The increase in
earnings was driven by good growth in net interest income, solid
advances in other operating revenue and steady expense management,
with fewer shares outstanding also contributing to the rise on a
per share basis.
Taxable equivalent net interest income grew $30.016 million or
7.7 percent, reflecting higher levels of interest-earning assets,
principally loans, and a lower average rate paid on
interest-bearing liabilities. Interest-earning assets rose $2.053
billion or 5.3 percent, more than offsetting the impact of a 14
basis point decline in the average rate earned. Loans were up
$2.631 billion or 9.2 percent, led by credit cards, commercial
mortgages, regular commercial loans and residential mortgages.
Good growth also occurred in lease financing, construction loans
and foreign loans, while tax-exempt loans declined due to
portfolio runoff. Interest-bearing liabilities were higher by
$1.835 billion or 5.5 percent, with long-term debt increasing $993
million or 19 percent and interest-bearing time deposits rising
$506 million or 2.4 percent. The average rate paid on
interest-bearing liabilities decreased 30 basis points.

Quarterly Net Income Per Share, 1996
(fully diluted)

(Chart appears here. Plot points appear here.)

1st Q 2nd Q 3rd Q 4th Q
.87 .94 .97 1.02

Quarterly Net Income Per Share 1995
(fully diluted)

(Chart appears here. Plot points appear here.)

1st Q 2nd Q 3rd Q 4th Q
.82 .95 .87 .85

COMPONENTS OF EARNINGS PER PRIMARY SHARE TABLE 14

<TABLE>
<CAPTION>
1996 1995
Fourth Fourth
Quarter Quarter Change
<S> <C> <C> <C>
Interest income -- taxable equivalent.................................... $5.04 $4.73 $.31
Interest expense......................................................... 2.52 2.46 .06
Net interest income -- taxable equivalent................................ 2.52 2.27 .25
Taxable equivalent adjustment............................................ .09 .14 (.05)
Net interest income...................................................... 2.43 2.13 .30
Provision for loan losses................................................ .29 .18 .11
Net interest income after provision for loan losses...................... 2.14 1.95 .19
Other operating revenue.................................................. 1.22 1.08 .14
Investment securities gains.............................................. .01 .02 (.01)
Total other income....................................................... 1.23 1.10 .13

Personnel expense........................................................ 1.00 .88 .12
Other expense............................................................ .93 .95 (.02)
Total other expense...................................................... 1.93 1.83 .10

Income before income taxes............................................... 1.44 1.22 .22
Applicable income taxes.................................................. .42 .37 .05
Net income............................................................... $1.02 $ .85 $.17
</TABLE>

<PAGE>
TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS -- FOURTH QUARTER* TABLE 15

<TABLE>
<CAPTION>
Variance
Attributable
Average Volume Average Rate Interest to
1996 1995 1996 1995 1996 1995 Variance Rate
<C> <C> <C> <C> <S> <C> <C> <C> <C>
(Millions) INTEREST INCOME (Thousands)
Loans:
$ 9,828 $ 9,365 7.07 7.30 Commerical..................... $174,765 $172,285 $ 2,480 $(5,586)
1,950 2,204 8.78 9.35 Tax-exempt..................... 43,042 51,934 (8,892) (3,037)
11,778 11,569 7.36 7.69 Total commercial........... 217,807 224,219 (6,412) (10,148)
774 742 9.45 9.40 Direct retail.................. 18,400 17,593 807 87
2,527 2,532 8.29 8.20 Indirect retail................ 52,682 52,305 377 485
4,542 3,797 12.30 12.33 Credit card.................... 140,445 118,019 22,426 (286)
355 349 12.17 12.50 Other revolving credit......... 10,863 11,011 (148) (312)
8,198 7,420 10.79 10.64 Total retail............... 222,390 198,928 23,462 2,727
950 725 8.26 9.77 Construction................... 19,729 17,857 1,872 (3,016)
4,348 3,789 8.33 8.60 Commercial mortgages........... 91,081 82,129 8,952 (2,634)
4,599 4,167 8.27 8.48 Residential mortgages.......... 95,602 89,073 6,529 (2,260)
9,897 8,681 8.30 8.64 Total real estate.......... 206,412 189,059 17,353 (7,676)
763 452 10.23 9.44 Lease financing................ 19,622 10,749 8,873 942
465 348 6.93 7.29 Foreign........................ 8,097 6,393 1,704 (325)
31,101 28,470 8.63 8.77 Total loans................ 674,328 629,348 44,980 (10,313)
Investment securities:
Held-to-maturity:
-- 1,637 -- 6.80 U.S. government and agency... -- 28,038 (28,038) --
1,128 1,474 7.97 7.96 Mortgage-backed securities... 22,591 29,561 (6,970) 36
248 338 11.02 11.33 State and municipal.......... 6,871 9,657 (2,786) (254)
2 12 10.13 5.12 Other........................ 54 160 (106) 85
Total securities
1,378 3,461 8.52 7.73 held-to-maturity......... 29,516 67,416 (37,900) 6,162
Available-for-sale:**
4,918 3,954 6.67 7.08 U.S. government and agency... 82,512 70,545 11,967 (4,230)
1,562 1,106 6.98 7.20 Mortgage-backed securities... 27,411 20,067 7,344 (623)
393 155 7.68 6.00 Other........................ 7,581 2,353 5,228 797
Total securities
6,873 5,215 6.80 7.07 available-for-sale....... 117,504 92,965 24,539 (3,633)
Total investment
8,251 8,676 7.09 7.33 securities....................... 147,020 160,381 (13,361) (5,277)
276 421 7.93 7.95 Interest-bearing bank balances... 5,501 8,442 (2,941) (21)
Federal funds sold and
securities purchased under
138 225 5.44 5.84 resale agreements.............. 1,893 3,310 (1,417) (210)
995 916 5.45 6.25 Trading account assets........... 13,623 14,413 (790) (1,946)
Total interest-earning
$40,761 $38,708 8.22 8.36 assets........................... 842,365 815,894 26,471 (14,176)
INTEREST EXPENSE
$ 3,354 $ 3,317 1.43 1.84 Interest-bearing demand.......... 12,044 15,392 (3,348) (3,510)
Savings and money market
8,072 6,985 3.71 3.73 savings.......................... 75,359 65,731 9,628 (353)
6,510 6,631 5.66 5.90 Savings certificates............. 92,584 98,647 (6,063) (4,157)
Large denomination
1,989 2,797 5.89 6.10 certificates..................... 29,470 43,028 (13,558) (1,415)
Total time deposits in
19,925 19,730 4.18 4.48 domestic offices......... 209,457 222,798 (13,341) (15,416)
Time deposits in foreign
1,286 975 5.30 5.52 offices.......................... 17,132 13,567 3,565 (555)
21,211 20,705 4.25 4.53 Total time deposits........ 226,589 236,365 (9,776) (15,191)
Federal funds purchased and
securities sold under
5,925 4,686 5.25 6.01 repurchase agreements.......... 78,235 70,970 7,265 (9,650)
666 561 4.84 5.39 Commercial paper................. 8,110 7,625 485 (823)
Other short-term borrowed
1,077 2,085 5.39 5.92 funds............................ 14,604 31,126 (16,522) (2,533)
Total short-term
7,668 7,332 5.24 5.94 borrowed funds........... 100,949 109,721 (8,772) (13,477)
4,397 3,889 5.81 5.77 Bank notes....................... 64,221 56,589 7,632 376
1,809 1,324 6.45 6.58 Other long-term debt............. 29,320 21,949 7,371 (437)
6,206 5,213 6.00 5.98 Total long-term debt....... 93,541 78,538 15,003 253
Total interest-bearing
$35,085 $33,250 4.77 5.07 liabilities.............. 421,079 424,624 (3,545) (25,822)
3.45 3.29 INTEREST RATE SPREAD
NET YIELD ON INTEREST-EARNING
ASSETS
4.11 4.01 AND NET INTEREST INCOME........ $421,286 $391,270 $30,016 9,455

<CAPTION>
Variance
Attributable
to
Volume
<C>

$ 8,066
(5,855)
3,736
720
(108)
22,712
164
20,735
4,888
11,586
8,789
25,029
7,931
2,029
55,293
(28,038)
(7,006)
(2,532)
(191)
(44,062)
16,197
7,967
4,431
28,172
(8,084)
(2,920)
(1,207)
1,156
40,647
162
9,981
(1,906)
(12,143)
2,075
4,120
5,415
16,915
1,308
(13,989)
4,705
7,256
7,808
14,750
22,277
20,561
</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 of $74 million in 1996 and $104 million in 1995

<PAGE>
QUARTERLY ALLOWANCE FOR LOAN LOSSES TABLE 16
(thousands)

<TABLE>
<CAPTION>
1996 1995
Fourth Third Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS
Balance at beginning of
period.................... $409,271 $409,205 $408,928 $408,808 $408,684 $408,633 $408,500
Additions from
acquisitions.............. -- -- 200 -- -- -- --
Provision for loan losses... 47,443 40,730 34,404 27,334 30,172 23,179 28,652
Deduct net loan losses:
Loans charged off:
Commercial.............. 451 2,748 324 65 1,662 431 1,872
Credit card............. 44,640 38,783 36,343 31,902 29,292 27,424 23,829
Other revolving
credit................ 2,834 1,790 1,346 1,092 1,239 1,202 1,058
Other retail............ 7,057 5,556 4,840 5,495 4,747 3,609 3,528
Real estate............. 814 191 1,371 134 1,332 526 5,499
Lease financing......... 675 348 235 377 56 99 636
Foreign................. -- -- -- -- -- -- --
Total................. 56,471 49,416 44,459 39,065 38,328 33,291 36,422
Recoveries:
Commercial.............. 1,689 666 1,198 860 894 2,561 1,400
Credit card............. 4,982 4,579 4,599 4,024 3,365 3,207 3,186
Other revolving
credit................ 384 495 290 283 278 273 267
Other retail............ 1,336 1,379 1,138 1,052 913 1,056 972
Real estate............. 633 1,575 2,866 5,578 2,804 3,021 2,037
Lease financing......... 30 58 41 54 26 45 41
Foreign................. -- -- -- -- -- -- --
Total................. 9,054 8,752 10,132 11,851 8,280 10,163 7,903
Net loan losses........... 47,417 40,664 34,327 27,214 30,048 23,128 28,519
Balance at end of period*... $409,297 $409,271 $409,205 $408,928 $408,808 $408,684 $408,633

NET LOAN LOSSES (RECOVERIES)
BY CATEGORY
Commercial.................. $ (1,238) $ 2,082 $ (874) $ (795) $ 768 $ (2,130) $ 472
Credit card................. 39,658 34,204 31,744 27,878 25,927 24,217 20,643
Other revolving credit...... 2,450 1,295 1,056 809 961 929 791
Other retail................ 5,721 4,177 3,702 4,443 3,834 2,553 2,556
Real estate................. 181 (1,384) (1,495) (5,444) (1,472) (2,495) 3,462
Lease financing............. 645 290 194 323 30 54 595
Foreign..................... -- -- -- -- -- -- --
Total................. $ 47,417 $ 40,664 $ 34,327 $ 27,214 $ 30,048 $ 23,128 $ 28,519

Net loan losses -- excluding
credit cards.............. $ 7,759 $ 6,460 $ 2,583 $ (664) $ 4,121 $ (1,089) $ 7,876

ANNUALIZED NET LOAN LOSSES
(RECOVERIES) TO AVERAGE
LOANS BY CATEGORY
Commercial.................. (.04%) .07% (.03%) (.03%) .03% (.07%) .02%
Credit card................. 3.49 3.20 3.14 2.82 2.73 2.38 2.07
Other revolving credit...... 2.76 1.46 1.19 .92 1.10 1.08 .93
Other retail................ .69 .50 .44 .54 .47 .32 .33
Real estate................. .01 (.06) (.07) (.25) (.07) (.12) .17
Lease financing............. .34 .17 .13 .24 .03 .09 1.19
Foreign..................... -- -- -- -- -- -- --
Total loans................. .61 .53 .46 .37 .42 .33 .42

Total loans -- excluding
credit cards.............. .12 .10 .04 (.01) .07 (.02) .14

Period-end allowance to
outstanding loans......... 1.31% 1.30% 1.33% 1.37% 1.40% 1.41% 1.45%

<CAPTION>
1995
First
Quarter
<S> <C>
SUMMARY OF TRANSACTIONS
Balance at beginning of
period.................... $406,132
Additions from
acquisitions.............. --
Provision for loan losses... 21,788
Deduct net loan losses:
Loans charged off:
Commercial.............. 318
Credit card............. 21,431
Other revolving
credit................ 805
Other retail............ 3,412
Real estate............. 391
Lease financing......... 101
Foreign................. --
Total................. 26,458
Recoveries:
Commercial.............. 695
Credit card............. 3,203
Other revolving
credit................ 322
Other retail............ 1,019
Real estate............. 1,761
Lease financing......... 30
Foreign................. 8
Total................. 7,038
Net loan losses........... 19,420
Balance at end of period*... $408,500
NET LOAN LOSSES (RECOVERIES)
BY CATEGORY
Commercial.................. $ (377)
Credit card................. 18,228
Other revolving credit...... 483
Other retail................ 2,393
Real estate................. (1,370)
Lease financing............. 71
Foreign..................... (8)
Total................. $ 19,420
Net loan losses -- excluding
credit cards.............. $ 1,192
ANNUALIZED NET LOAN LOSSES
(RECOVERIES) TO AVERAGE
LOANS BY CATEGORY
Commercial.................. (.01%)
Credit card................. 1.84
Other revolving credit...... .57
Other retail................ .31
Real estate................. (.07)
Lease financing............. .15
Foreign..................... (.01)
Total loans................. .30
Total loans -- excluding
credit cards.............. .02
Period-end allowance to
outstanding loans......... 1.53%
</TABLE>

*Includes the related allowance for credit losses for impaired loans as defined
in FASB 114, "Accounting by Creditors for Impairment of a Loan," of $1,960,
$1,453, $791, $883, $916, $916,
$0 and $2,070, respectively

<PAGE>
The provision for loan losses was $47.443 million, up $17.271
million or 57.2 percent from $30.172 million in the 1995 fourth
quarter. Net loan losses were $47.417 million or .61 percent
annualized of average loans compared with $30.048 million or .42
percent a year earlier. The rise in net loan losses was driven by
higher charge-offs, principally in credit cards. Excluding credit
cards, net loan losses were $7.759 million or .12 percent of
average loans versus $4.121 million or .07 percent a year earlier.
Credit card net losses on a managed basis, including securitized
loans, were $45.162 million or 3.50 percent of averaged managed
receivables compared with $29.164 million or 2.72 percent in the
fourth quarter of 1995. Managed credit card receivables for the
1996 fourth period averaged $5.167 billion versus $4.286 billion a
year earlier.
Total other operating revenue increased $17.147 million or 9.2
percent. Growth was led by deposit account service charges, which
expanded $7.193 million or 13 percent, electronic banking revenue,
which rose $3.862 million or 41 percent, investment fee income, up
$3.580 million or 46.6 percent, and credit card fee income, which
grew $3.388 million or 10.5 percent. Included in total other
operating revenue was $2.921 million received as final payment on
the sale of the corporation's bond trustee business. Excluding
this gain, total other operating revenue was higher by $14.226
million or 7.6 percent.
Total noninterest expense was up $7.673 million or 2.4
percent, reflecting increases in personnel expense, principally
salaries. Total personnel expense grew $15.158 million or 10
percent. Salaries expense rose $11.669 million or 9 percent and
benefits expense increased $3.489 million or 15.6 percent as the
corporation expanded its sales and work forces. Combined net
occupancy and equipment expense declined $1.713 million or 3.3
percent due to lower net occupancy costs, primarily renovation
spending. Remaining combined categories of noninterest expense
were down $5.772 million or 5.2 percent, reflecting reduced
expenses largely in professional services, regulatory agency fees
and other bank services, and advertising. The corporation's
overhead ratio was 51.7 percent compared with 54.6 percent in the
same three months of 1995.

NONINTEREST INCOME TABLE 17
(thousands)

<TABLE>
<CAPTION>
1996 1995
Fourth Third Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C> <C> <C> <C>
Service charges on deposit
accounts . $ 62,564 $ 62,278 $ 60,928 $ 56,598 $ 55,371 $ 52,409 $ 52,452
Fees for trust services........ 35,116 33,872 34,508 34,345 34,689 31,740 33,211
Credit card income -- net of
interchange payments......... 35,679 37,089 33,848 32,522 32,291 31,180 31,867
Electronic banking............. 13,274 12,910 12,582 9,340 9,412 8,962 8,860
Investment fee income.......... 11,262 10,145 10,842 10,229 7,682 8,690 5,404
Mortgage fee income............ 4,195 4,099 4,289 4,401 4,050 4,269 6,547
Trading account profits --
excluding interest........... 7,593 6,076 5,698 3,452 8,238 5,646 5,608
Insurance premiums and
commissions.................. 4,584 4,666 4,032 3,748 3,422 3,044 3,385
Bankers' acceptance and letter
of
credit fees.................. 6,656 6,684 6,109 5,898 6,003 5,885 5,743
Other service charges and
fees......................... 7,641 8,373 7,985 8,590 7,054 5,609 5,624
Other income................... 14,872 11,586 17,774 14,982 18,077 12,981 7,603
Total other operating
revenue................ 203,436 197,778 198,595 184,105 186,289 170,415 166,304
Gain on sale of mortgage
servicing
portfolio.................... -- -- -- -- -- -- 79,025
Investment securities gains
(losses) . 2,864 393 (219) 698 2,554 317 (26,236)
Total.................... $206,300 $198,171 $198,376 $184,803 $188,843 $170,732 $219,093

<CAPTION>
1995
First
Quarter
<S> <C>
Service charges on deposit
accounts . $ 48,881
Fees for trust services........ 30,881
Credit card income -- net of
interchange payments......... 28,944
Electronic banking............. 7,245
Investment fee income.......... 5,177
Mortgage fee income............ 8,454
Trading account profits --
excluding interest........... 6,206
Insurance premiums and
commissions.................. 3,313
Bankers' acceptance and letter
of
credit fees.................. 5,559
Other service charges and
fees......................... 6,395
Other income................... 6,038
Total other operating
revenue................ 157,093
Gain on sale of mortgage
servicing
portfolio.................... --
Investment securities gains
(losses) . (129)
Total.................... $156,964
</TABLE>

<PAGE>
NONINTEREST EXPENSE TABLE 18
(thousands)

<TABLE>
<CAPTION>
1996 1995
Fourth Third Second First Fourth Third Second
Quarter Quarter Quarter Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C> <C> <C> <C>
Salaries....................... $141,342 $137,627 $132,438 $131,820 $129,673 $127,152 $123,720
Employee benefits.............. 25,894 27,882 27,724 29,798 22,405 26,146 26,267
Total personnel
expense................ 167,236 165,509 160,162 161,618 152,078 153,298 149,987
Net occupancy expense.......... 21,559 23,161 22,184 22,678 24,551 21,424 20,940
Equipment expense.............. 29,032 28,844 28,054 28,931 27,753 25,750 27,935
Postage and delivery........... 9,813 9,973 9,780 10,452 9,801 9,379 9,190
Outside data processing,
programming and software..... 11,477 11,339 11,179 10,704 11,966 9,959 10,664
Stationery and supplies........ 6,131 6,012 6,951 7,006 7,604 6,374 6,619
Advertising and sales
promotion.................... 13,289 14,442 15,502 17,071 16,869 14,334 9,747
Professional services.......... 9,662 8,173 10,743 9,707 14,922 9,721 9,149
Travel and business
promotion.................... 5,959 4,929 5,335 4,237 6,051 4,474 5,110
Regulatory agency fees and
other bank services.......... 2,576 3,781 1,320 1,053 6,576 11,838 15,681
Amortization of intangible
assets....................... 1,091 1,095 1,098 1,078 1,190 1,210 2,116
Foreclosed property expense.... 225 (370) 175 (126) 813 (146) 408
Other expense.................. 44,688 39,591 37,604 33,836 34,891 31,267 39,071
Total.................... $322,738 $316,479 $310,087 $308,245 $315,065 $298,882 $306,617

Overhead ratio................. 51.7% 51.6% 51.9% 53.8% 54.6% 52.9% 56.0%

<CAPTION>
1995
First
Quarter
<S> <C>
Salaries....................... $118,185
Employee benefits.............. 26,778
Total personnel
expense................ 144,963
Net occupancy expense.......... 20,190
Equipment expense.............. 28,263
Postage and delivery........... 9,592
Outside data processing,
programming and software..... 9,897
Stationery and supplies........ 6,208
Advertising and sales
promotion.................... 9,412
Professional services.......... 5,691
Travel and business
promotion.................... 4,059
Regulatory agency fees and
other bank services.......... 15,489
Amortization of intangible
assets....................... 4,071
Foreclosed property expense.... (155)
Other expense.................. 25,352
Total.................... $283,032
Overhead ratio................. 53.4%
</TABLE>

RESULTS OF OPERATIONS
1995 VS. 1994
Consolidated net income for 1995 was $602.543 million or $3.49
per fully diluted share compared with $539.058 million or $3.12
per fully diluted share in 1994. Net income represented returns of
17.67 percent on shareholders' equity and 1.45 percent on assets
compared with 17.41 percent and 1.46 percent, respectively, a year
earlier.
Taxable equivalent net interest income rose $115.330 million
or 8.1 percent, fueled by strong loan growth and a higher average
rate earned on interest-earning assets. Moderating the increase
were greater levels of interest-bearing liabilities and a rise in
the average rate paid. The net yield on interest-earning assets
declined 18 basis points to 4.16 percent.
Taxable equivalent interest income grew $656.049 million or
26.6 percent. Interest-earning assets increased $4.203 billion or
12.8 percent, while the average rate earned rose 92 basis points.
Loans accounted for most of the rise in interest-earning assets,
increasing $3.292 billion or 13.6 percent. Commercial loans,
including related real estate categories, expanded $2.547 billion
or 18.9 percent, with gains strongest in regular commercial loans
and commercial mortgages. Consumer loans, including residential
mortgages, were up $745 million or 6.9 percent, led primarily by
credit cards and residential mortgages. In the fourth quarter the
corporation securitized $500 million of credit card receivables,
impacting loan growth comparisons for the year.
Interest expense was higher by $540.719 million or 52.1
percent, reflecting the impact of 122 basis point rise in the
average cost of funds and a $4.149 billion or 15.1 percent
increase in interest-bearing liabilities. Interest-bearing time
deposits grew $2.029 billion or 12 percent, led by savings
certificates, savings and money market savings and large
denomination certificates. Short-term borrowings rose $1.568
billion or 25.1 percent, reflecting increased issuance of
short-term bank notes, while long-term debt was up $552 million or
12.7 percent.

<PAGE>
The following table summarizes the changes in taxable
equivalent interest income and interest expense due to changes in
rates and volumes between 1995 and 1994. Changes which are not due
solely to rate or volume are allocated proportionately to rate and
volume.
<TABLE>
<CAPTION>
1995 over 1994
Attributable to
$ IN THOUSANDS Rate Volume
<S> <C> <C>
Increase (decrease) in interest income:
Loans............................................................... $245,875 $276,849
Investment securities:
Held-to-maturity:
State and municipal............................................. (3,907) (20,970)
Other investments............................................... 7,472 29,263
Available-for-sale:
Other investments............................................... 62,782 26,631
Interest-bearing bank balances...................................... 731 7,793
Federal funds sold and securities purchased under resale
agreements......................................................... 3,111 (3,559)
Trading account assets.............................................. 10,336 13,642
Total interest-earning assets................................... 320,749 335,300

Increase in interest expense:
Total deposits in domestic offices.................................. 203,351 61,313
Time deposits in foreign offices.................................... 7,678 11,880
Short-term borrowed funds........................................... 115,633 78,802
Long-term debt...................................................... 31,458 30,604
Total interest-bearing liabilities.............................. 368,072 172,647
Increase in net interest income.......................................

<CAPTION>
$ IN THOUSANDS Total
<S> <C>
Increase (decrease) in interest income:
Loans............................................................... $522,724
Investment securities:
Held-to-maturity:
State and municipal............................................. (24,877)
Other investments............................................... 36,735
Available-for-sale:
Other investments............................................... 89,413
Interest-bearing bank balances...................................... 8,524
Federal funds sold and securities purchased under resale
agreements......................................................... (448)
Trading account assets.............................................. 23,978
Total interest-earning assets................................... 656,049
Increase in interest expense:
Total deposits in domestic offices.................................. 264,664
Time deposits in foreign offices.................................... 19,558
Short-term borrowed funds........................................... 194,435
Long-term debt...................................................... 62,062
Total interest-bearing liabilities.............................. 540,719
Increase in net interest income....................................... $115,330
</TABLE>

At December 31, 1995, nonperforming assets were $69.364
million or .24 percent of loans and foreclosed property, down
$31.153 million or 31 percent from year-end 1994. The provision
for loan losses for the year was $103.791 million, up $32.028
million or 44.6 percent from $71.763 million in 1994, and exceeded
net charge-offs by $2.676 million. Net loan losses totaled
$101.115 million or .37 percent of average loans compared with
$70.429 million or .29 percent in 1994, an increase of $30.686
million or 43.6 percent. The allowance for loan losses at December
31, 1995 was $408.808 million, representing 1.40 percent of loans
and 763 percent of nonperforming loans versus $406.132 million,
1.57 percent and 516 percent, respectively, one year earlier.
Total other operating revenue rose $75.669 million or 12.5
percent. The increase was fueled primarily by good gains in
deposit account service charges and credit card fee income,
expanded trading account profits and solid growth in investment
fee income and electronic banking revenue. Deposit account service
charge revenue was up $12.964 million or 6.6 percent, and credit
card fee income grew $12.357 million or 11 percent. Trading
account profits increased $16.196 million, while investment fee
income expanded $12.861 million or 91.3 percent. Electronic
banking revenues were higher by $9.796 million or 39.7 percent.
Included in total noninterest income for 1995 was a gain of
$79.025 million from the sale of the corporation's mortgage
servicing portfolio and investment securities losses of $23.494
million, principally from restructuring available-for-sale
securities to improve yields.
Total noninterest expense grew $105.183 million or 9.6
percent, reflecting moderate increases in both personnel expense
and combined net occupancy and equipment expense along with higher
spending associated primarily with the corporation's strategic
initiatives. Total personnel expense rose $36.819 million or 6.5
percent, principally reflecting increased salary costs. Combined
net occupancy and equipment expense was up $9.387 million or 5
percent. Remaining combined categories of noninterest expense rose
$58.977 million or 17 percent, driven primarily by consulting fees
in professional services, increased advertising and sales
promotion initiatives, and higher spending for outside data
processing, programming and software.

<PAGE>

SUPERVISION AND REGULATION

Wachovia Corporation is a registered bank holding company under the Bank
Holding Company Act of 1956 (BHC Act) and is subject to the supervision of, and
regulation by, the Board of Governors of the Federal Reserve System (FRB). In
addition to the provisions of the BHC Act, state banking commissions serve in a
supervisory and regulatory capacity with respect to the bank holding company
activities. Wachovia Corporation is also a savings and loan holding company
registered under the Home Owners' Loan Act of 1933 (HOLA), as amended by the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA),
and is subject to examination, supervision and reporting requirements of the
Office of Thrift Supervision (OTS).
Various state and federal laws govern the activities of the Corporation's
banking affiliates. As federally insured national banks, Wachovia Bank of North
Carolina, National Association, Wachovia Bank of Georgia, National Association,
Wachovia Bank of South Carolina, National Association, and The First National
Bank of Atlanta are subject to the regulation, supervision and reporting
requirements of the Office of the Comptroller of the Currency (OCC) and the
Federal Deposit Insurance Corporation (FDIC). The banking subsidiaries are
directly affected by the actions of the FRB as it attempts to manage the money
supply and credit availability in the economy.
The Corporation's nonbanking subsidiaries are subject to a variety of state
and federal laws. For example, the Corporation's discount brokerage and
investment advisory subsidiary is subject to supervision and regulation by the
Securities and Exchange Commission (SEC), the National Association of Securities
Dealers, Inc., state securities regulators and the various exchanges through
which it conducts business. The Corporation's insurance subsidiaries are subject
to the insurance laws of the states in which they are active. All nonbanking
subsidiaries are supervised by the FRB.
Federal law regulates transactions among Wachovia Corporation and its
affiliates, including the amount of banking affiliates' loans to or investments
in nonbank affiliates and the amount of advances to third parties collateralized
by securities of the affiliate. In addition, various requirements and
restrictions under federal and state laws regulate the operations of the
Corporation's banking affiliates, requiring the maintenance of reserves against
deposits, limiting the nature of loans and interest that may be charged thereon,
restricting investments, and other activities.
Under FRB policy, the Corporation is expected to act as a source of
financial strength to, and commit resources to support, each of its subsidiary
banks. In addition, FIRREA provides that a depository institution insured by the
FDIC can be held liable by the FDIC for any loss incurred or reasonably expected
to be incurred in connection with the default of a commonly controlled FDIC
insured depository institution. Under the Federal Deposit Insurance Corporation
Improvement Act of 1991 (FDICIA), federal banking regulators are required to
take prompt corrective action in respect of depository institutions that do not
meet minimum capital requirements. FDICIA also imposes substantial examination,
audit and reporting requirements on insured depository institutions. Among other
requirements, the regulation requires a revision of risk-based capital
standards. These standards are required to incorporate interest rate risk,
market risk, concentration of credit risk and the risks of nontraditional
activities. See Shareholders' Equity and Capital Ratios on pages 32 and 33.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the Act) has introduced a process that will enable nationwide interstate
banking through bank subsidiaries and interstate bank mergers. Effective
September 29, 1995, the bill allows adequately capitalized and managed bank
holding companies to acquire control of a bank in any state subject to
concentration limits. Beginning June 1, 1997, banks will be permitted to merge
with one another across state lines. A state could authorize such mergers
earlier than June 1, 1997. In contrast, a state also could choose to opt-out of
interstate branching by enacting legislation before June 1, 1997. The
legislation preserves state laws which require that a bank must be in existence
for a minimum period of time before being acquired as long as the requirement is
five years or less. The legislation has immediate relevance for the banking
industry due to increased competitive forces from institutions which may
consolidate through mergers and those which may move into new markets through
enhanced opportunities to branch across state lines.
During January 1997, the Corporation's Board of Directors and each of the
Boards of Directors of Wachovia Bank of Georgia, Wachovia Bank of South Carolina
and Wachovia Bank of North Carolina approved a plan of merger whereby Wachovia
Bank of Georgia and Wachovia Bank of South Carolina would be merged with and
into Wachovia Bank of North Carolina, which, as the survivor, would change its
name to Wachovia Bank, National Association. The resulting bank will continue to
operate in the states currently served. The proposed merger will build on the
many efficiencies already achieved through standardization of operations and
delivery systems and will result in additional cost savings from consolidated
financial reporting and reduced regulatory fees. The proposed merger, which is
subject to regulatory approvals, is currently expected to take place on or after
June 1, 1997 pursuant to the authority of the Act.
Separately the Act also permits bank subsidiaries to act as agents for
certain purposes for each other across state lines. These agency powers became
available on September 29, 1995. Effective January 2, 1996, Wachovia Bank of
Georgia, Wachovia Bank of North Carolina and Wachovia Bank of South Carolina
entered into a mutual agreement to act as agents for each other, thereby making
significant interstate banking services available to all customers in their
three states.
There have been a number of legislative and regulatory proposals that would
have an impact on the operation of bank holding companies and their banks. Due
to continued changes in the regulatory environment, additional legislation aimed
at banking industry reform is likely to continue. While the potential effects of
legislation currently under consideration cannot be measured with any degree of
certainty, the Corporation is unaware of any pending legislative reforms or
regulatory activities which would materially affect its financial position or
operating results in the foreseeable future.

<PAGE>
MANAGEMENT'S RESPONSIBILITY
FOR FINANCIAL REPORTING

The management of Wachovia Corporation is responsible for the preparation of the
financial statements, related financial data and other information in this
annual report. The financial statements are prepared in accordance with
generally accepted accounting principles and include amounts based on
management's estimates and judgment where appropriate. Financial information
appearing throughout this annual report is consistent with the financial
statements.

In meeting its responsibility both for the integrity and fairness of these
statements and information, management depends on the accounting system and
related internal control structures that are designed to provide reasonable
assurances that transactions are authorized and recorded in accordance with
established procedures and that assets are safeguarded and proper and reliable
records are maintained.

The concept of reasonable assurance is based on the recognition that the cost of
an internal control structure should not exceed the related benefits. As an
integral part of the internal control structure, the corporation maintains a
professional staff of internal auditors who monitor compliance with and assess
the effectiveness of the internal control structure and coordinate audit
coverage with the independent auditors.

The Audit Committee of Wachovia's Board of Directors, composed solely of outside
directors, meets regularly with the corporation's management, internal auditors,
independent auditors and regulatory examiners to review matters relating to
financial reporting, internal control structure and the nature, extent and
results of the audit effort. The independent auditors, internal auditors and
banking regulators have direct access to the Audit Committee with or without
management present.

The financial statements have been audited by Ernst & Young LLP, independent
auditors, who render an independent professional opinion on management's
financial statements. Their appointment was recommended by the Audit Committee,
approved by the Board of Directors and ratified by the shareholders. Their
examination provides an objective assessment of the degree to which the
corporation's management meets its responsibility for financial reporting. Their
opinion on the financial statements is based on auditing procedures which
include reviewing internal control structures and performing selected tests of
transactions and records as they deem appropriate. These auditing procedures are
designed to provide a reasonable level of assurance that the financial
statements are fairly presented in all material respects.

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Wachovia Corporation

We have audited the consolidated statements of condition of Wachovia Corporation
and subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended December 31, 1996. These financial statements are the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Wachovia
Corporation and subsidiaries at December 31, 1996 and 1995, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles.

As discussed in Note C to the financial statements, in 1994, the Corporation
changed its method of accounting for certain investment securities.

/s/ Ernst & Young LLP

Winston-Salem, North Carolina
January 15, 1997

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION

<TABLE>
<CAPTION>
December 31
$ IN THOUSANDS 1996 1995
<S> <C> <C>
ASSETS
Cash and due from banks......................................................................... $ 3,367,673 $2,692,318
Interest-bearing bank balances.................................................................. 27,871 451,279
Federal funds sold and securities
purchased under resale agreements............................................................. 179,426 144,105
Trading account assets.......................................................................... 1,185,688 1,114,926
Securities available-for-sale................................................................... 6,760,486 7,409,825
Securities held-to-maturity (fair value of $1,423,555
in 1996 and $1,721,222 in 1995)............................................................... 1,352,091 1,619,480
Loans and net leases............................................................................ 31,290,905 29,269,825
Less unearned income on loans................................................................... 7,713 8,672
Total loans................................................................................ 31,283,192 29,261,153
Less allowance for loan losses.................................................................. 409,297 408,808
Net loans.................................................................................. 30,873,895 28,852,345
Premises and equipment.......................................................................... 644,000 628,153
Due from customers on acceptances............................................................... 957,109 883,825
Other assets.................................................................................... 1,556,276 1,185,058
Total assets............................................................................... $ 46,904,515 $44,981,314
LIABILITIES
Deposits in domestic offices:
Demand........................................................................................ $ 6,115,540 $5,855,286
Interest-bearing demand....................................................................... 3,462,952 3,473,607
Savings and money market savings.............................................................. 8,337,329 6,991,133
Savings certificates.......................................................................... 6,436,437 6,613,238
Large denomination certificates............................................................... 1,710,061 2,671,759
Noninterest-bearing time...................................................................... 2,974 3,334
Total deposits in domestic offices......................................................... 26,065,293 25,608,357
Deposits in foreign offices:
Demand........................................................................................ -- 5,766
Time.......................................................................................... 1,184,829 754,634
Total deposits in foreign offices.......................................................... 1,184,829 760,400
Total deposits............................................................................. 27,250,122 26,368,757
Federal funds purchased and securities
sold under repurchase agreements.............................................................. 6,298,130 5,850,540
Commercial paper................................................................................ 706,226 502,136
Other short-term borrowed funds................................................................. 967,097 1,720,592
Long-term debt:
Bank notes.................................................................................... 4,307,802 4,088,326
Other long-term debt.......................................................................... 2,159,099 1,334,702
Total long-term debt....................................................................... 6,466,901 5,423,028
Acceptances outstanding......................................................................... 957,109 883,825
Other liabilities............................................................................... 497,098 458,679
Total liabilities.......................................................................... 43,142,683 41,207,557
Off-balance sheet items, commitments and contingent liabilities -- Notes I, J and L

SHAREHOLDERS' EQUITY
Preferred stock, par value $5 per share:
Authorized 50,000,000 shares; none outstanding................................................ -- --
Common stock, par value $5 per share:
Issued 163,844,198 shares in 1996 and 170,358,504 shares in 1995.............................. 819,221 851,793
Capital surplus................................................................................. 424,873 713,120
Retained earnings............................................................................... 2,475,276 2,092,731
Unrealized gains on securities available-for-sale, net of tax................................... 42,462 116,113
Total shareholders' equity................................................................. 3,761,832 3,773,757
Total liabilities and shareholders' equity................................................. $ 46,904,515 $44,981,314
</TABLE>

See notes to consolidated financial statements

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Year Ended December 31
$ IN THOUSANDS, EXCEPT PER SHARE 1996 1995 1994
<S> <C> <C> <C>
INTEREST INCOME
Loans............................................................................ $2,544,658 $2,384,919 $1,864,082
Securities available-for-sale:
Other investments.............................................................. 472,108 268,106 182,440
Securities held-to-maturity:
State and municipal............................................................ 21,039 34,023 50,122
Other investments.............................................................. 96,509 260,218 223,691
Interest-bearing bank balances................................................... 33,106 9,121 597
Federal funds sold and securities
purchased under resale agreements.............................................. 11,573 7,234 7,682
Trading account assets........................................................... 48,321 56,109 33,680
Total interest income..................................................... 3,227,314 3,019,730 2,362,294
INTEREST EXPENSE
Deposits:
Domestic offices............................................................... 826,620 781,578 516,914
Foreign offices................................................................ 54,942 41,876 22,318
Total interest on deposits................................................ 881,562 823,454 539,232
Short-term borrowed funds........................................................ 431,094 467,007 272,572
Long-term debt................................................................... 359,946 288,646 226,584
Total interest expense.................................................... 1,672,602 1,579,107 1,038,388
NET INTEREST INCOME.............................................................. 1,554,712 1,440,623 1,323,906
Provision for loan losses........................................................ 149,911 103,791 71,763
Net interest income after provision for loan losses.............................. 1,404,801 1,336,832 1,252,143
OTHER INCOME
Service charges on deposit accounts.............................................. 242,368 209,113 196,149
Fees for trust services.......................................................... 137,841 130,521 128,100
Credit card income............................................................... 139,138 124,282 111,925
Electronic banking............................................................... 48,106 34,479 24,683
Investment fee income............................................................ 42,478 26,953 14,092
Mortgage fee income.............................................................. 16,984 23,320 33,224
Trading account profits.......................................................... 22,819 25,698 9,502
Other operating income........................................................... 134,180 105,735 86,757
Total other operating revenue............................................. 783,914 680,101 604,432
Gain on sale of mortgage servicing portfolio..................................... -- 79,025 --
Investment securities gains (losses)............................................. 3,736 (23,494) 3,320
Total other income........................................................ 787,650 735,632 607,752
OTHER EXPENSE
Salaries......................................................................... 543,227 498,730 464,790
Employee benefits................................................................ 111,298 101,596 98,717
Total personnel expense................................................... 654,525 600,326 563,507
Net occupancy expense............................................................ 89,582 87,105 80,911
Equipment expense................................................................ 114,861 109,701 106,508
Other operating expense.......................................................... 398,581 406,464 347,487
Total other expense....................................................... 1,257,549 1,203,596 1,098,413
Income before income taxes....................................................... 934,902 868,868 761,482
Applicable income taxes.......................................................... 290,345 266,325 222,424
NET INCOME....................................................................... $ 644,557 $ 602,543 $ 539,058
Net income per common share:
Primary........................................................................ $ 3.81 $ 3.50 $ 3.13
Fully diluted.................................................................. $ 3.80 $ 3.49 $ 3.12
Average shares outstanding:
Primary........................................................................ 169,094 172,089 172,339
Fully diluted.................................................................. 169,827 172,957 172,951
</TABLE>

See notes to consolidated financial statements

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Unrealized
Securities
Common Stock Capital Retained Gains
$ IN THOUSANDS, EXCEPT PER SHARE Shares Amount Surplus Earnings (Losses)
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1994
Balance at beginning of year.......................... 171,375,772 $856,879 $761,573 $1,399,495 $ --
Net income............................................ 539,058
Cash dividends declared on common
stock -- $1.23 a share.............................. (210,503)
Common stock issued pursuant to:
Stock option and employee benefit plans............. 714,648 3,573 14,560
Dividend reinvestment plan.......................... 357,015 1,785 9,895
Conversion of debentures............................ 162,777 814 2,290
Common stock acquired................................. (1,676,463) (8,382) (46,178)
Unrealized losses on securities
available-for-sale, net of tax...................... (37,635)
Miscellaneous......................................... (194) (523)
Balance at end of year................................ 170,933,749 $854,669 $741,946 $1,727,527 $(37,635)

YEAR ENDED DECEMBER 31, 1995
Balance at beginning of year.......................... 170,933,749 $854,669 $741,946 $1,727,527 $(37,635)
Net income............................................ 602,543
Cash dividends declared on common
stock -- $1.38 a share.............................. (235,495)
Common stock issued pursuant to:
Stock option and employee benefit plans............. 800,751 4,004 16,023
Dividend reinvestment plan.......................... 349,310 1,747 11,719
Conversion of debentures............................ 165,885 829 2,355
Common stock acquired................................. (1,890,517) (9,453) (60,026)
Unrealized gains on securities
available-for-sale, net of tax...................... 153,748
Miscellaneous......................................... (674) (3) 1,103 (1,844)
Balance at end of year................................ 170,358,504 $851,793 $713,120 $2,092,731 $116,113

YEAR ENDED DECEMBER 31, 1996
Balance at beginning of year.......................... 170,358,504 $851,793 $713,120 $2,092,731 $116,113
Net income............................................ 644,557
Cash dividends declared on common
stock -- $1.52 a share.............................. (254,458)
Common stock issued pursuant to:
Stock option and employee benefit plans............. 728,615 3,643 25,758
Dividend reinvestment plan.......................... 302,393 1,512 12,878
Conversion of debentures............................ 312,594 1,563 4,444
Acquisition of bank................................. 208,207 1,041 9,003
Common stock acquired................................. (8,066,115) (40,331) (340,865)
Unrealized losses on securities
available-for-sale, net of tax...................... (73,651)
Miscellaneous......................................... 535 (7,554)
Balance at end of year................................ 163,844,198 $819,221 $424,873 $2,475,276 $ 42,462
</TABLE>

See notes to consolidated financial statements

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year Ended December 31
$ IN THOUSANDS 1996 1995 1994
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income......................................................................... $ 644,557 $ 602,543 $ 539,058
Adjustments to reconcile net income to net cash provided by operations:
Provision for loan losses........................................................ 149,911 103,791 71,763
Depreciation and amortization.................................................... 96,335 90,547 107,502
Deferred income taxes............................................................ 50,933 3,919 12,440
Investment securities ( gains) losses............................................ (3,736) 23,494 (3,320)
Gain on sale of mortgage servicing portfolio..................................... -- (79,025) --
Gain on sale of noninterest-earning assets....................................... (1,709) (5,699) (5,316)
Increase (decrease) in accrued income taxes...................................... 16,526 6,995 (1,059)
Decrease (increase) in accrued interest receivable............................... 29,300 (64,872) (31,041)
(Decrease) increase in accrued interest payable.................................. (33,335) 67,061 11,509
Net change in other accrued and deferred income and expense...................... (6,525) 44,195 (19,337)
Net change in trading account activities......................................... (70,762) (224,968) (101,179)
Net change in loans held for resale.............................................. 534,624 (333,075) 259,083
Net cash provided by operating activities...................................... 1,406,119 234,906 840,103

INVESTING ACTIVITIES
Net decrease (increase) in interest-bearing bank balances.......................... 423,408 (444,516) 5,715
Net (increase) decrease in federal funds sold and securities
purchased under resale agreements................................................ (30,821) 57,501 489,500
Purchases of securities available-for-sale......................................... (991,932) (4,035,218) (1,131,114)
Purchases of securities held-to-maturity........................................... (45,679) (665,727) (588,873)
Sales of securities available-for-sale............................................. 322,657 2,398,468 73,062
Calls, maturities and prepayments of securities available-for-sale................. 1,226,270 715,181 1,185,413
Calls, maturities and prepayments of securities held-to-maturity................... 318,205 508,830 544,099
Net increase in loans made to customers............................................ (2,695,615) (3,143,478) (3,255,879)
Capital expenditures............................................................... (201,722) (185,796) (147,870)
Proceeds from sales of premises and equipment...................................... 99,259 31,433 36,789
Proceeds from sales of mortgage servicing portfolio................................ -- 142,011 --
Net increase in other assets....................................................... (397,779) (46,431) (128,411)
Business combinations.............................................................. 2,814 -- --
Net cash used by investing activities.......................................... (1,970,935) (4,667,742) (2,917,569)

FINANCING ACTIVITIES
Net increase (decrease) in demand, savings and money market accounts............... 1,584,238 1,051,063 (621,400)
Net (decrease) increase in certificates of deposit................................. (732,047) 2,248,436 338,260
Net increase (decrease) in federal funds purchased and securities
sold under repurchase agreements................................................. 447,590 (47,858) 1,157,115
Net increase (decrease) in commercial paper........................................ 204,090 95,430 (182,472)
Net (decrease) increase in other short-term borrowings............................. (753,495) 713,252 (83,783)
Proceeds from issuance of bank notes............................................... 2,465,005 1,349,812 2,095,479
Maturities of bank notes........................................................... (2,246,242) (1,216,044) (515,425)
Proceeds from issuance of other long-term debt..................................... 807,516 496,387 247,887
Payments on other long-term debt................................................... (429) (491) (352)
Common stock issued................................................................ 25,826 24,115 25,339
Dividend payments.................................................................. (254,458) (235,495) (210,503)
Common stock repurchased........................................................... (376,716) (65,032) (52,908)
Net increase in other liabilities.................................................. 69,293 41,464 20,816
Net cash provided by financing activities...................................... 1,240,171 4,455,039 2,218,053

INCREASE IN CASH AND CASH EQUIVALENTS.............................................. 675,355 22,203 140,587
Cash and cash equivalents at beginning of year..................................... 2,692,318 2,670,115 2,529,528
Cash and cash equivalents at end of year........................................... $3,367,673 $2,692,318 $2,670,115
SUPPLEMENTAL DISCLOSURES
Unrealized (losses) gains on securities available-for-sale:
(Decrease) increase in securities available-for-sale............................. $ (120,797) $ 251,958 $ (61,847)
Increase (decrease) in deferred taxes............................................ 47,146 (98,210) 24,212
(Decrease) increase in shareholders' equity...................................... (73,651) 153,748 (37,635)
</TABLE>

See notes to consolidated financial statements

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ IN THOUSANDS

NOTE A -- ACCOUNTING POLICIES

NATURE OF OPERATIONS -- The Corporation is a southeastern interstate bank
holding company maintaining dual headquarters in Atlanta, Georgia, and
Winston-Salem, North Carolina. Principal banking subsidiaries are Wachovia Bank
of Georgia, N.A., Atlanta; Wachovia Bank of North Carolina, N.A., Winston-Salem;
and Wachovia Bank of South Carolina, N.A., Columbia. The First National Bank of
Atlanta in Wilmington, Delaware, provides credit card services for Wachovia's
affiliated banks. In addition to general commercial banking, the Corporation and
its subsidiaries are engaged in trust and investment management, residential
mortgage origination, leasing, state and local government securities
underwriting, foreign exchange, corporate finance and other money market
services.

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements include the
accounts of Wachovia Corporation and its subsidiaries after elimination of all
material intercompany balances and transactions.

USE OF ESTIMATES -- The financial statements are prepared in accordance with
generally accepted accounting principles which require management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

CASH AND DUE FROM BANKS -- The Corporation considers cash and due from banks,
all of which are maintained in financial institutions, as cash and cash
equivalents for purposes of the Consolidated Statements of Cash Flows.

TRADING INSTRUMENTS -- The Corporation maintains trading positions in both
derivative and nonderivative (or cash) financial instruments. Trading cash
instruments are held for distribution through retail sales or in anticipation of
market movements and are carried at fair value. Gains and losses, both realized
and unrealized, are included in trading account profits (losses). Interest
revenue arising from cash financial instruments is included in interest
income-trading account assets. Trading cash instruments are comprised primarily
of securities backed by the U.S. Treasury and various federal agencies and state
and local governmental bodies.

Trading derivative financial instruments are customer oriented, and trading
positions are established as necessary to accommodate customers' requirements.
Gains and losses from securities, trading derivatives and foreign exchange
activities are included in trading account profits (losses), while gains and
losses from interest rate derivatives are included in other operating income.

INVESTMENT SECURITIES HELD-TO-MATURITY AND AVAILABLE-FOR-SALE -- Management
determines the appropriate classification of debt securities at the time of
purchase. Debt securities are classified as held-to-maturity when the
Corporation has the positive intent and ability to hold the securities to
maturity. Held-to-maturity securities are stated at amortized cost.

Debt securities not classified as held-to-maturity or trading, and marketable
equity securities are classified as available-for-sale and are stated at fair
value. Unrealized gains and losses, net of tax, on available-for-sale securities
are recorded in a separate component of shareholders' equity.

The amortized cost of debt securities classified as held-to-maturity or
available-for-sale is adjusted for amortization of premiums and accretion of
discounts to maturity, or in the case of mortgage backed securities, over the
estimated life of the security. Such amortization is included in interest income
from investments. The specific identification method is used to determine
realized gains and losses on sales of securities, which are reported as
investment securities gains and losses.

RISK MANAGEMENT INSTRUMENTS -- Interest rate swaps and
options (caps and floors) are used as part of the Corporation's overall interest
rate risk management and are designated as hedges of interest-bearing assets and
liabilities. Amounts receivable or payable under interest rate swap and option
agreements are recognized in interest income. If a derivative financial
instrument designated as a hedge is terminated early, any resulting gain or loss
is deferred and amortized to net interest income over the remaining periods
originally covered by the instrument.

LOANS AND ALLOWANCE FOR LOAN LOSSES -- Loans are carried at their principal
amount outstanding, except for loans held for resale which are carried at the
lower of cost or market. Interest on loans is accrued and recorded as interest
income based upon the principal amount outstanding. Except for revolving credit
loans, the recognition of interest income is discontinued when a loan becomes 90
days past due as to principal and interest or when, in management's judgment,
the interest will not be collectible in the normal course of business. When
interest accruals are discontinued, the balance of accrued interest is reversed.
Management may elect to continue the accrual of interest when the estimated net
realizable value of collateral is sufficient to cover the principal balance and
accrued interest and the loan is in the process of collection. Interest is
accrued on revolving credit loans until payments become 120 days delinquent, at
which time the outstanding principal balance and accrued unpaid interest is
charged off.

The allowance is maintained at a level believed to be adequate by management to
absorb potential losses in the loan portfolio. Management's determination of the
adequacy of the allowance is based on an evaluation of the portfolio, past loan
loss experience, current domestic and international economic conditions, volume,
growth and composition of the loan portfolio, and other risks inherent in the
portfolio.

PREMISES AND EQUIPMENT -- Premises, equipment and leasehold improvements are
stated at cost less accumulated depreciation and amortization. Depreciation is
computed on a straight-line basis over the estimated useful lives of the assets.
Leasehold improvements are amortized on a straight-line basis over the shorter
of the life of the leasehold asset or the lease term.

INTANGIBLE ASSETS -- The excess of cost over net assets and identifiable
intangible assets, including deposit base intangibles, of acquired businesses is
amortized on a straight-line basis over the estimated periods benefited.

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE A -- ACCOUNTING POLICIES -- Concluded
IMPAIRMENT OF LONG-LIVED ASSETS -- Effective January 1, 1996, the Corporation
prospectively adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of " (FASB 121). The adoption of FASB 121 did not have a material
impact on the Corporation's financial position or results of operations.

INCOME TAXES -- The Corporation applies Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (FASB 109). Under FASB 109,
deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Each subsidiary provides
for income taxes based on its contribution to income taxes (benefit) of the
consolidated group. The Corporation and its subsidiaries file a consolidated tax
return.

ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS
OF LIABILITIES -- In June 1996, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities" (FASB
125), which provides new accounting and reporting standards for sales,
securitizations, and servicing of receivables and other financial assets and
extinguishments of liabilities. FASB 125 is effective for transactions occurring
after December 31, 1996, except those provisions relating to repurchase
agreements, securities lending and other similar transactions and pledged
collateral, which have been delayed until after December 31, 1997 by FASB 127,
"Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125,
an amendment of FASB Statement No. 125." These standards will be adopted as
required in 1997 and 1998, and are not expected to have a material impact on the
Corporation's financial position or results of operations.

STOCK-BASED COMPENSATION -- The Corporation applies Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Corporation's stock at the
date of grant over the amount an employee must pay to acquire the stock.
Compensation cost for stock awards and appreciation rights is recorded based on
the market price at the end of the period. In October 1995, Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (FASB 123), was issued and encourages, but does not require,
adoption of a fair value method of accounting for employee stock-based
compensation plans. As permitted by FASB 123, the Corporation has elected to
disclose the pro forma net income and net income per share as if the fair value
method had been applied in measuring compensation cost.

NOTE B -- FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Corporation in estimating
its fair value disclosures for financial instruments. In cases where quoted
market prices are not available, fair values are based on estimates using
present value or other valuation techniques. Those techniques are significantly
affected by the assumptions used, including the discount rates and estimates of
future cash flows. In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, could not
be realized in immediate settlement of the instrument. The use of different
market assumptions and/or estimation methodologies may have a material effect on
the estimated fair value amounts. Also, the fair value estimates are based on
pertinent information available to management as of December 31, 1996 and 1995.
Such amounts have not been comprehensively revalued for purposes of these
financial statements since those dates and therefore, current estimates of fair
value may differ significantly from the amounts presented.

TRADING ACCOUNT ASSETS -- Fair values are based on quoted market prices as
recognized in the statements of condition.

INVESTMENT SECURITIES -- Fair values are based on quoted market prices. If a
quoted market price is not available, fair value is estimated using market
prices for similar securities.

LOANS -- For credit card, equity lines and other loans
with short-term or variable rate characteristics, the carrying
value reduced by an estimate of credit losses inherent in the
portfolio is a reasonable estimate of fair value. The fair value of all other
loans is estimated by discounting their future cash flows using interest rates
currently being offered for loans with similar terms, reduced by an estimate of
credit losses inherent in the portfolio. The discount rates used are
commensurate with the interest rate and prepayment risks involved for the
various types of loans.

DEPOSITS -- The fair values disclosed for demand deposits (e.g., interest- and
noninterest-bearing demand, savings and money market savings) are equal to the
amounts payable on demand at the reporting date (i.e., their carrying amounts).
Fair values for certificates of deposit are estimated using a discounted cash
flow calculation that applies interest rates currently being offered on
certificates to a schedule of aggregated monthly maturities.

LONG-TERM DEBT -- Fair values are estimated using discounted cash flow analyses,
based on the Corporation's current incremental borrowing rates for similar types
of borrowing arrangements.

Many of the Corporation's assets and liabilities are short-term financial
instruments whose carrying amounts reported in the statement of condition
approximate fair value. These items include cash and due from banks,
interest-bearing bank balances, federal funds sold and securities purchased
under resale agreements, due from customers on acceptances, short-term borrowed
funds, acceptances outstanding, and the financial instruments included in other
assets and liabilities. The estimated fair values of the Corporation's remaining

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE B -- FAIR VALUE OF FINANCIAL INSTRUMENTS -- Concluded
on-balance sheet financial instruments as of December 31 are summarized below.
<TABLE>
<CAPTION>
1996
Carrying Estimated
Value Fair Value
<S> <C> <C>
Financial assets:
Trading account assets............ $ 1,185,688 $ 1,185,688
Investment securities............. 8,112,577 8,184,041
Loans, net of allowance for loan
losses.......................... 30,873,895 31,681,930
Financial liabilities:
Deposits.......................... 27,250,122 27,412,562
Long-term debt.................... 6,466,901 6,526,002

</TABLE>
<TABLE>
<CAPTION>

1995
Carrying Estimated
Value Fair Value
<S> <C> <C>
Financial assets:
Trading account assets............ $ 1,114,926 $ 1,114,926
Investment securities............. 9,029,305 9,131,047
Loans, net of allowance for loan
losses.......................... 28,852,345 29,148,815
Financial liabilities:
Deposits.......................... 26,368,757 26,532,636
Long-term debt.................... 5,423,028 5,582,409
</TABLE>

OFF-BALANCE SHEET INSTRUMENTS -- Fair values are based on fees currently charged
to enter into similar agreements, taking into account the remaining terms of the
agreements and the counterparties' credit standing for loan commitments and
letters of credit, and the estimated amount the Corporation would receive or pay
to terminate or replace the contract at current market rates for the remainder
of the off-balance sheet instruments. See Notes I and J for additional
information about off-balance sheet financial instruments.
The estimated fair values of the Corporation's off-balance sheet financial
instruments as of December 31 are summarized below. The amounts for commitments
and letters of credit are presented as negative in order to represent the
approximate cost the Corporation would incur to pay third parties to assume
these commitments. Interest rate contract fair values and other off-balance
sheet financial instruments represent the net fair value gain or loss of the
contracts.

<TABLE>
<CAPTION>
1996 1995
Estimated Estimated
Fair Value Fair Value
<S> <C> <C>
Unfunded commitments to
extend credit.......................... ($ 40,736) ($ 62,291)
Letters of credit........................ (41,469) (31,239)
Interest rate contracts issued
for trading purposes................... 3,997 4,063
Interest rate contracts held for
purposes other than trading............ (1,217) 6,873
Other off-balance sheet financial
instruments issued or held for
trading or lending purposes............ 3,647 2,601
</TABLE>

This presentation excludes certain financial instruments and all nonfinancial
instruments. The disclosures also do not include certain intangible assets, such
as customer relationships, deposit base intangibles and goodwill. Accordingly,
the aggregate fair value amounts presented do not represent the underlying value
of the Corporation.

NOTE C -- INVESTMENT SECURITIES

The aggregate amortized cost, fair value, and gross unrealized gains and losses
of investment securities as of December 31 were as follows:
<TABLE>
<CAPTION>
1996 1995
Amortized Unrealized Unrealized Fair Amortized Unrealized
Cost Gains Losses Value Cost Gains
<S> <C> <C> <C> <C> <C> <C>
Held-to-Maturity
State and municipal..................... $ 167,901 $ 20,949 $ 98 $ 188,752 $ 321,045 $ 33,595
Mortgage backed......................... 1,104,355 46,727 398 1,150,684 1,297,935 68,891
Other................................... 79,835 4,291 7 84,119 500 --
$1,352,091 $ 71,967 $ 503 $1,423,555 $1,619,480 $102,486

Available-for-Sale
U.S. Treasury and other agencies........ $4,764,912 $ 53,802 $ 6,236 $4,812,478 $5,586,965 $148,413
Mortgage backed......................... 1,531,807 18,912 7,081 1,543,638 1,471,761 35,079
Other................................... 332,878 10 594 332,294 98,983 48
Equity.................................. 61,576 10,682 182 72,076 62,004 13,365
$6,691,173 $ 83,406 $ 14,093 $6,760,486 $7,219,713 $196,905

<CAPTION>
1995
Unrealized Fair
Losses Value
<S> <C> <C>
Held-to-Maturity
State and municipal..................... $ 212 $ 354,428
Mortgage backed......................... 532 1,366,294
Other................................... -- 500
$ 744 $1,721,222
Available-for-Sale
U.S. Treasury and other agencies........ $6,233 $5,729,145
Mortgage backed......................... 451 1,506,389
Other................................... -- 99,031
Equity.................................. 109 75,260
$6,793 $7,409,825
</TABLE>

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE C -- INVESTMENT SECURITIES -- Concluded
The amortized cost and estimated fair value of investment securities at December
31, 1996, by contractual maturity, are shown below. Expected maturities may
differ from contractual maturities because borrowers may have the right to call
or prepay obligations.

<TABLE>
<CAPTION>
Amortized Fair
Cost Value
<S> <C> <C>
Held-to-Maturity
Due in one year or less............... $ 14,527 $ 14,654
Due after one year through five
years............................... 179,614 185,381
Due after five years through ten
years............................... 276,182 294,021
Due after ten years................... 881,768 929,499
Total........................... 1,352,091 1,423,555
Available-for-Sale
Due in one year or less............... 2,076,114 2,080,356
Due after one year through five
years............................... 3,170,224 3,209,297
Due after five years through ten
years............................... 361,297 361,791
Due after ten years................... 1,021,962 1,036,966
Total........................... 6,629,597 6,688,410
No contractual maturity............... 61,576 72,076
Total........................... 6,691,173 6,760,486
Total investment securities..... $8,043,264 $8,184,041
</TABLE>

Proceeds, gross gains and gross losses realized from the sales, calls and
prepayments of available-for-sale securities for December 31 were as follows:

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Proceeds................................ $322,657 $2,398,468
Gross gains............................. 5,964 3,790
Gross losses............................ 2,228 27,284
</TABLE>

Trading account assets are reported at fair value with net unrealized gains
(losses) of $55, ($63) and ($177) included in earnings during 1996, 1995 and
1994, respectively.

At December 31, 1996 and 1995, investment securities with a carrying value of
$6,062,611 and $4,360,792, respectively, were pledged as collateral to secure
public deposits and for other purposes. There were no obligations of any one
issuer exceeding 10 percent of consolidated shareholders' equity at December 31,
1996.
On December 1, 1995, the Corporation reclassified securities with an amortized
cost of $2,720,000 (fair value $2,774,000) from held-to-maturity to
available-for-sale. The reclassification was made pursuant to a reassessment of
the investment securities portfolio based on the issuance of a special report by
the Financial Accounting Standards Board "A Guide to Implementation of Statement
115 on Accounting for Certain Investments in Debt and Equity Securities." In
accordance with the report, business entities were allowed a one time
reclassification of the investment securities portfolio between November 15,
1995 and December 31, 1995. There were no transfers of held-to-maturity
securities during 1996, nor were there any sales of held-to-maturity securities
in 1996 or 1995.

Effective January 1, 1994, the Corporation prospectively adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (FASB 115).

NOTE D -- LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans at December 31 are summarized as follows:

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Commercial:
Commercial, financial and other... $ 9,661,757 $ 9,753,450
Tax-exempt........................ 1,936,785 2,238,538
Retail:
Direct............................ 782,478 755,375
Indirect.......................... 2,491,029 2,543,771
Credit card....................... 4,819,197 3,917,997
Other revolving credit............ 359,594 353,727
Real estate:
Construction...................... 979,649 745,776
Commercial mortgages.............. 4,349,438 3,855,095
Residential mortgages............. 4,644,858 4,213,556
Lease financing -- net.............. 822,703 493,756
Foreign............................. 435,704 390,112
Total loans -- net............ $31,283,192 $29,261,153
</TABLE>

Loans at December 31 that had been placed on a cash basis and those on which the
contractual rate of interest had been reduced below market are summarized below.

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Cash-basis assets -- domestic.............. $60,066 $53,547
Restructured loans......................... -- --
Total nonperforming loans............ $60,066 $53,547
Interest income which would have been
recorded pursuant to original terms:
Domestic................................. $ 6,828 $ 6,280
Interest income recorded:
Domestic................................. $ 2,891 $ 3,430
</TABLE>

Loans totaling $199 at December 31, 1996, which have been restructured at market
rates and have been returned to accrual status, are not included in the
nonperforming loan total. Foregone interest on these balances is included in the
above presentation.

At December 31, 1996, the Corporation had no significant outstanding commitments
to lend additional funds to borrowers owing cash-basis and restructured loans.

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE D -- LOANS AND ALLOWANCE FOR LOAN LOSSES -- Concluded
Changes in the allowance for loan losses for the three years ended December 31,
1996 were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Balance at beginning of
year........................ $408,808 $406,132 $404,798
Additions from acquisitions... 200 -- --
Provision for loan losses..... 149,911 103,791 71,763
Recoveries on loans previously
charged off................. 39,789 33,384 32,237
Loans charged off............. (189,411) (134,499) (102,666)
Balance at end of year........ $409,297 $408,808 $406,132
</TABLE>

Loans totaling $7,587, $4,678 and $13,051 were transferred to foreclosed real
estate during 1996, 1995 and 1994, respectively.

It is the policy of the Corporation to review each prospective credit in order
to determine an adequate level of security or collateral to obtain prior to
making the loan. The type of collateral will vary and ranges from liquid assets
to real estate. The Corporation's access to collateral, in the event of borrower
default, is assured through adherence to state lending laws and the
Corporation's sound lending standards and credit monitoring procedures. The
Corporation regularly monitors its credit concentrations on loan purpose,
industry and customer bases. At year-end, there were no significant credit
concentrations within these categories. See Note I for discussion of off-balance
sheet credit risk.

The Corporation's subsidiaries have granted loans and extended letters of credit
to certain directors and executive officers of the Corporation and its
subsidiaries and to their associates. The aggregate amount of loans was
$518,816, $489,383 and $399,023 at December 31, 1996, 1995 and 1994,
respectively. During 1996, $583,228 in new loans were made, and repayments
totaled $553,715. Outstanding standby letters of credit to related parties
totaled $31,646, $22,531 and $34,934 at December 31, 1996, 1995 and 1994,
respectively. Related party loans are made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unrelated persons and do not involve more than the
normal risk of collectibility.

Loans held for sale at December 31 along with activity during the period are
summarized as follows:

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Balance at beginning of year........ $ 762,820 $ 429,745
Originations /purchases............. 16,571,860 19,800,424
Sales /transfers.................... (17,106,484) (19,467,349)
Balance at end of year.............. $ 228,196 $ 762,820
</TABLE>

At December 31, 1996, impaired loans totaled $16,170, comprised of $10,235 of
loans with no allowance for loan losses and $5,935 of loans with a related
allowance of $2,038. The average recorded investment in impaired loans during
the year ended December 31, 1996 was approximately $11,793. The Corporation
recognized no cash-basis interest income on impaired loans during 1996.

Effective January 1, 1995, the Corporation prospectively adopted Statement of
Financial Accounting Standard No. 114, "Accounting by Creditors for Impairment
of a Loan" (FASB 114). This standard defines a loan as impaired when, based on
current information and events, it is probable that a creditor will be unable to
collect all amounts due according to the contractual terms of the loan
agreement. Impaired loans are measured at the present value of expected future
cash flows using the loan's initial effective interest rate or the fair value of
the collateral for certain collateral dependent loans. The adoption of FASB 114
did not have a material impact on the Corporation's financial position or
results of operations.

During 1995, the Corporation securitized $500 million of credit card
receivables. A securitization involves the transfer of a pool of assets to a
master trust which issues and sells certificates to investors representing a pro
rata interest in the underlying assets. The securitization has been recorded as
a sale in accordance with Statement of Financial Accounting Standards No. 77,
"Reporting by Transferors for Transfers of Receivables with Recourse." The
Corporation recorded no gain or loss at the time of sale, due to the relatively
short average life of the credit card loans. As a result of this transaction,
amounts that would have been a component of net interest income and the
provision for loan losses are instead recorded, net of the interest expense on
the trust certificates, as credit card income.

NOTE E -- PREMISES, EQUIPMENT AND LEASES

Premises and equipment at December 31 are summarized as follows:

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Land.................................. $ 92,279 $ 88,168
Premises.............................. 422,397 404,045
Equipment............................. 674,330 636,100
Leasehold improvements................ 72,412 70,917
1,261,418 1,199,230
Less accumulated depreciation
and amortization.................... 617,418 571,077
Total premises and equipment.... $ 644,000 $ 628,153
</TABLE>

The annual minimum rentals under the terms of the Corporation's noncancelable
operating leases as of December 31, 1996 are as follows:

<TABLE>
<CAPTION>
<S> <C>
1997................................................ $ 40,573
1998................................................ 36,207
1999................................................ 31,790
2000................................................ 29,335
2001................................................ 27,068
Thereafter.......................................... 118,325
Total minimum lease payments.................. $283,298
</TABLE>

The net rental expense for all operating leases amounted to $43,694 in 1996,
$43,137 in 1995 and $43,491 in 1994. Certain leases have various renewal options
and require increased rentals under cost of living escalation clauses.

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE F -- CREDIT ARRANGEMENTS, SHORT-TERM BORROWED FUNDS AND CERTIFICATES OF
DEPOSIT

At December 31, 1996 and 1995, lines of credit arrangements aggregating $300,000
and $200,000, respectively, were available to the Corporation from unaffiliated
banks. Commitment fees were 8 basis points in 1996 and 10 basis points in 1995;
compensating balances are not required. The unused portion of these banking
arrangements principally serves as commercial paper back-up lines. There were no
borrowings outstanding under credit arrangements during 1996 or 1995.

Federal funds purchased and securities sold under repurchase agreements
generally mature within one to four days from the transaction date. Securities
sold under repurchase agreements are delivered to either broker-dealers or to
custodian accounts for customers. The broker-dealers may have sold, loaned or
otherwise disposed of such securities to other parties in the normal course of
their operations, and have agreed to resell to the Corporation identical
securities at the maturity of the agreements. Other borrowed funds consist of
term federal funds purchased, treasury tax and loan deposits and short-term bank
notes and are generally repaid within seven to 120 days from the transaction
date. Information concerning short-term borrowed funds is included in Table 7 of
Management's Discussion and Analysis of Financial Condition and Results of
Operations.

The aggregate amount of large denomination certificates, each with a minimum
denomination of $100, was $1,710,061 and $2,671,759 at December 31, 1996 and
1995, respectively. The scheduled maturities of certificates of deposit
subsequent to December 31, 1996 are $5,385,303 in 1997, $2,209,640 in 1998,
$208,681 in 1999, $260,928 in 2000 and $84,920 thereafter.

NOTE G -- LONG-TERM DEBT
Long-term debt at December 31 is summarized as follows:
<TABLE>
<CAPTION>
1996
<S> <C>
Bank notes, net of discount of $5,948 and $3,473 in 1996 and 1995, respectively (a)......................... $4,307,802
Other long-term debt:
7.0% subordinated debt securities due in 1999, net of discount of $1,343 and $1,741 in 1996 and 1995,
respectively (b)........................................................................................ 298,657
6.375% subordinated debt securities due in 2003, net of discount of $1,346 and $1,518 in 1996 and 1995,
respectively (b)........................................................................................ 248,654
9.65% subordinated capital notes due in 2001 (b).......................................................... 25,490
6.8% subordinated notes due in 2005, net of discount of $320 and $347 in 1996 and 1995, respectively
(b)..................................................................................................... 249,680
6.375% subordinated notes due in 2009, net of discount of $284 and $299 in 1996 and 1995, respectively
(b)..................................................................................................... 249,716
6.605% subordinated notes due in 2025 (b)................................................................. 250,000
5.664% mandatorily redeemable securities due in 1999 (c).................................................. 331,100
Wachovia Capital Trust I-7.64% Capital Securities due in 2027 (d)......................................... 300,000
6.625% senior notes due in 2006, net of discount of $858.................................................. 199,142
Other..................................................................................................... 6,660
Total other long-term debt............................................................................ 2,159,099
Total long-term debt.................................................................................. $6,466,901

<CAPTION>
1995
<S> <C>
Bank notes, net of discount of $5,948 and $3,473 in 1996 and 1995, respectively (a)......................... $4,088,326
Other long-term debt:
7.0% subordinated debt securities due in 1999, net of discount of $1,343 and $1,741 in 1996 and 1995,
respectively (b)........................................................................................ 298,259
6.375% subordinated debt securities due in 2003, net of discount of $1,346 and $1,518 in 1996 and 1995,
respectively (b)........................................................................................ 248,482
9.65% subordinated capital notes due in 2001 (b).......................................................... 25,488
6.8% subordinated notes due in 2005, net of discount of $320 and $347 in 1996 and 1995, respectively
(b)..................................................................................................... 249,653
6.375% subordinated notes due in 2009, net of discount of $284 and $299 in 1996 and 1995, respectively
(b)..................................................................................................... 249,701
6.605% subordinated notes due in 2025 (b)................................................................. 250,000
5.664% mandatorily redeemable securities due in 1999 (c).................................................. -
Wachovia Capital Trust I-7.64% Capital Securities due in 2027 (d)......................................... -
6.625% senior notes due in 2006, net of discount of $858.................................................. -
Other..................................................................................................... 13,119
Total other long-term debt............................................................................ 1,334,702
Total long-term debt.................................................................................. $5,423,028
</TABLE>

(a) Wachovia Bank of North Carolina has an ongoing bank note program under which
the bank may offer an aggregate principal amount of up to $16 billion. The
notes can be issued as fixed or floating rate notes and with terms of 30
days to 15 years. Bank notes with original maturities of one year or less
are included in other short-term borrowed funds. Bank notes with original
maturities greater than one year are classified as long-term debt.
Originally offered to domestic investors only, the bank note program was
replaced in April 1996 with a global bank note program. Interest rates on
long-term notes ranged from 4.5% to 7.75% and 4.44% to 7.75% with maturities
ranging from 1997 to 2008 and 1996 to 2002 at December 31, 1996 and 1995,
respectively. The average rates were 5.81% and 5.77% with average maturities
of 1.81 years and 1.23 years at December 31, 1996 and 1995, respectively.
(b) Obligation qualifies for inclusion in the determination of total capital
under the Risk-Based Capital guidelines.
(c) In July 1996, a consolidated subsidiary issued 5.664% of mandatorily
redeemable securities due in 1999. The sole asset of the subsidiary is a
loan to the Corporation. The security is guaranteed by $332,227 of the
Corporation's available-for-sale securities.
(d) In December 1996, Wachovia Capital Trust I (WCT I), a consolidated
subsidiary, issued $300,000 7.64% Capital Securities due in 2027. WCT I
invested the proceeds of the Capital Securities, together with $9,280 paid
by the Corporation for WCT I's Common Securities, in $309,280 of the
Corporation's 7.64% Junior Subordinated Deferrable Interest Debentures. WCT
I's sole asset is the Junior Subordinated Deferrable Interest Debentures
which matures in 2027. The Corporation has fully and unconditionally
guaranteed all of WCT I's obligations under the Capital Securities.
Additionally, the Capital Securities qualify for inclusion in Tier I capital
under the Risk-Based Capital guidelines.

The principal maturities of long-term debt subsequent to December 31, 1996 are
$2,315,538 in 1997, $325,092 in 1998, $1,150,165 in 1999, $695 in 2000, $825,313
in 2001 and $1,850,098 thereafter. Interest paid on deposits and other
borrowings was $1,705,937 in 1996, $1,512,046 in 1995 and $1,026,879 in 1994.

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE H -- CAPITAL STOCK

The authorized capital stock of the Corporation consists of 500,000,000 common
shares and 50,000,000 preferred shares. At December 31, 1996, 22,947,821 common
shares were reserved for the conversion of notes and issuance for employee
benefit plans and the dividend reinvestment plan.

On April 26, 1996, the Corporation's Board of Directors authorized the
repurchase of up to 8 million shares of common stock. Repurchased shares will be
used for various corporate purposes, including the issuance of shares for
employee benefit plans and the dividend reinvestment plan. During the year, the
Corporation repurchased 7,931,100 shares pursuant to stock repurchase
authorizations. In January 1997, the Board of Directors replaced the April 26,
1996 authorization with an authorization to repurchase up to 10 million
additional shares of common stock.

The Corporation has one active stock option plan, the 1994 Wachovia Corporation
Stock Plan. Under this Plan, up to 6 million shares of common stock are
authorized to be granted to selected key employees and nonemployee directors in
the form of incentive and nonqualified stock options, stock appreciation rights
(SARS), restricted stock awards and restricted units. Since the inception, a
total of 3,200,383 options, 415,857 awards and 75,000 SARS have been granted. In
addition, the 1989 and 1986 Plans (Predecessor Plans) of the Corporation
continue to have options outstanding which may be exercised.

The Corporation's stock plans provide for the granting of options or awards for
the purchase or issuance of 8,979,942 shares at 100% of the fair market value of
the stock at the date of the grant. A committee of the Board of Directors
determines such times options and awards shall be granted and exercised and the
term of the exercise period (not to exceed 10 years). The Plan awards officers
shares of restricted stock earned contingent upon both a performance requirement
and time period requirement (5 years). Additionally, newly elected nonemployee
directors are granted a one-time award of 1,000 shares of restricted stock to be
earned over a three-year period and nonemployee directors are awarded 250 shares
of restricted stock annually which are earned over a one-year period.

The Corporation follows APB 25 and related interpretations to account for its
employee stock options and awards. Accordingly, compensation cost is measured as
the excess, if any, of the quoted market price of the Corporation's stock at the
date of grant over the amount an employee must pay to acquire the stock. The
compensation cost relating to performance-based awards was $4,522, $1,975 and
$1,397 during 1996, 1995 and 1994, respectively. At December 31, 1996 and 1995,
deferred compensation related to director and management awards was $12,335 and
$4,781, respectively.

Pro forma information regarding net income and earnings per share is required by
FASB 123 and has been determined as if the Corporation had accounted for its
stock-based compensation plans using the fair value method. The effects of
applying FASB 123 to the pro forma compensation cost is not likely to be
representative of pro forma net income for future years, since it excludes
consideration of pro forma compensation expense for grants made prior to 1995.
The estimated fair value of stock-based compensation is amortized to expense
over the vesting period.

The fair value of stock-based compensation was estimated at the date of grant
using a Black-Scholes option pricing model with the following weighted-average
assumptions for 1996 and 1995, respectively: risk-free interest rates of 5.67%
and 7.70%; dividend yields of 3.38% and 3.36%; volatility factors of the
expected market price of the Corporation's common stock of .20 and .21; a
weighted-average expected life of the option of 6.5 years and an assumed annual
forfeiture rate of 2%. The Corporation's pro forma information is presented
below:

<TABLE>
<CAPTION>
1996 1995
As Reported Pro Forma As Reported Pro Forma
<S> <C> <C> <C> <C>
Net income........... $ 644,557 $641,008 $ 602,543 $600,872
Primary net income
per common share... 3.81 3.80 3.50 3.50
Fully diluted net
income per common
share.............. 3.80 3.78 3.49 3.49
</TABLE>

Activity in the option and award plans during 1996, 1995 and 1994 is summarized
as follows:

<TABLE>
<CAPTION>
Options and Awards
Available Outstanding Option Price
for Grant Awards Options Per Share
<S> <C> <C> <C> <C>
January 1, 1994..... 892,068 206,316 4,161,808 $5.41-37.00
Authorized under
1994 plan....... 6,000,000 -- --
Granted........... (920,600) 64,000 856,600 31.25-34.625
Exercised......... -- (36,728) (483,212) 5.41-33.125
Canceled.......... (35,468) -- --
Forfeited......... 3,000 (8,000) (74,780) 19.75-34.625
Total December 31,
1994.............. 5,939,000 225,588 4,460,416 5.41-37.00
Granted........... (1,098,770) 109,750 989,020 33.75-36.875
Exercised......... -- (60,898) (750,651) 5.41-34.625
Forfeited......... 22,700 (1,674) (75,988) 18.3855-34.625
Total December 31,
1995.............. 4,862,930 272,766 4,622,797 12.50-36.875
Granted........... (1,596,870) 242,107 1,354,763 24.85-47.125
Exercised......... -- (68,366) (687,365) 12.50-43.75
Forfeited......... 55,940 (2,500) (76,260) 28.25-43.75
Total December 31,
1996.............. 3,322,000 444,007 5,213,935 15.4165-47.125
</TABLE>

The following table summarizes information concerning currently outstanding and
exercisable options.

<TABLE>
<CAPTION>
Options Outstanding
Weighted
Average Options Exercisable
Remaining Weighted Weighted
Contractual Average Average
Range of Number Life Exercise Number Exercise
Exercise Prices Outstanding (Years) Price Exercisable Price
<S> <C> <C> <C> <C> <C>
$15.4165-25.00 1,263,928 3.22 $19.57 1,259,347 $19.57
28.25-34.625 2,711,907 6.83 33.12 1,167,629 32.39
36.875-47.125 1,238,100 9.09 43.77 14,440 43.64
5,213,935 2,441,416
</TABLE>

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE I -- OFF-BALANCE SHEET TRADING AND LENDING ACTIVITIES

The Corporation maintains positions in a variety of financial instruments with
off-balance sheet risk to accommodate customers' financing objectives and
management of interest rate and foreign currency risk. The Corporation maintains
active trading positions in foreign exchange forward contracts and manages
credit risk through the establishment of offsetting sell positions, as well as
standard limit and monitoring procedures. The Corporation maintains a trading
portfolio of interest rate swap and option (caps and floors) contracts and
foreign exchange options consisting of generally matched, offsetting contracts
with customers and market counterparties.

Off-balance sheet financial instruments involve, in varying degrees, exposure to
credit and interest rate risk in excess of the amount recognized in the
statements of financial condition. The Corporation follows the same credit
policies and careful underwriting practices in making commitments and
conditional obligations as it does for on-balance sheet instruments. In those
instances where collateral is necessary to support financial instrument credit
risk, the Corporation assures its ability to access borrower's collateral, in
the event of default, through strict adherence to corporate lending policy and
applicable state lending laws.

DERIVATIVE FINANCIAL INSTRUMENTS HELD OR ISSUED FOR TRADING PURPOSES -- The
amounts disclosed below represent the year end notional and fair value of
derivative financial instruments held or issued for trading purposes and the
average fair value during the year. Notional principal amounts are often used to
express the volume of these transactions but do not represent the much smaller
amounts potentially subject to credit risk. The Corporation's credit exposure to
off-balance sheet derivative financial instruments is represented by the fair
value gain of the instrument if a counterparty fails to perform. Options written
do not expose the Corporation to credit risk, except to the extent of the
underlying risk in the debt instrument that the Corporation may be obligated to
acquire under certain written put options. The present value of purchased caps
and floors in a gain position represents the Corporation's potential credit
exposure.

The Corporation controls credit risk of these instruments through adherence to
credit approval policies, monetary limits and monitoring procedures. Entering
into these instruments involves not only credit risk but also interest rate and
foreign currency risk associated with unmatched positions. The Corporation
controls the interest rate and foreign currency risk inherent in the derivative
trading portfolio by entering into offsetting positions or by using other
hedging techniques. Risks are further mitigated for those instruments that trade
on organized exchanges, as the exchanges provide oversight and determine who may
buy and sell such instruments.
<TABLE>
<CAPTION>
1996 1995
Notional Fair Value Fair Value Average Notional Fair Value
Value Gains (Losses) Fair Value Value Gains
<S> <C> <C> <C> <C> <C> <C>
U.S. dollar interest rate contracts
as intermediary:
Interest rate swaps-pay fixed....... $2,238,309 $ 8,351 ($12,926) $ (31) $2,081,318 $ 4,501
Interest rate swaps-pay floating.... 2,298,809 16,353 (7,786) 54 2,087,317 36,290
Interest rate caps and floors
written........................... 698,219 1,228 -- 25 761,947 461
Interest rate caps and floors
purchased......................... 696,219 -- (1,222) (25) 761,947 2,923
Securities trading activities:
Commitments to purchase securities,
futures and forward contracts..... 284,160 457 (782) 69 409,238 2,749
Commitments to sell securities,
futures and forward contracts..... 497,745 957 (452) 219 326,259 396
Net options written to purchase
or sell securities................ 196,000 -- (72) (3) 81,000 --
Foreign exchange trading activities:
Commitments to purchase
foreign exchange.................. 1,480,039 70,338 (8,816) 12,692 791,502 6,391
Commitments to sell foreign
exchange.......................... 1,478,494 11,694 (69,686) (10,657) 778,582 9,550
Foreign exchange options written.... 15,323 119 (3) 44 2,462 21
Foreign exchange options
purchased......................... 6,111 3 (108) (36) 2,462 --

<CAPTION>
1995
Fair Value Average
(Losses) Fair Value
<S> <C> <C>
U.S. dollar interest rate contracts
as intermediary:
Interest rate swaps-pay fixed....... ($33,553) $9,650
Interest rate swaps-pay floating.... (2,920) (6,344)
Interest rate caps and floors
written........................... (3,403) (2,161)
Interest rate caps and floors
purchased......................... (236) 2,085
Securities trading activities:
Commitments to purchase securities,
futures and forward contracts..... (229) 1,367
Commitments to sell securities,
futures and forward contracts..... (2,671) (1,096)
Net options written to purchase
or sell securities................ (44) (5)
Foreign exchange trading activities:
Commitments to purchase
foreign exchange.................. (7,818) 7,639
Commitments to sell foreign
exchange.......................... (5,773) (4,721)
Foreign exchange options written.... -- 32
Foreign exchange options
purchased......................... (20) (29)
</TABLE>

INTEREST RATE SWAPS -- These transactions generally involve the exchange of
fixed and floating rate payments without the exchange of the underlying
principal amounts. Payments made or received under swap contracts are accrued
based on contractual terms and are reported as other operating income. The
related accrued amounts receivable or payable to customers or counterparties are
included in other assets or liabilities. Revenues from the customer portfolio
represent a small profit margin on intermediated transactions. The difference in
the fair value of the offsetting contracts is not material.

At December 31, 1996, the weighted average maturity of pay-fixed swaps and
receive-fixed swaps held in the customer portfolio was 2.8 years. Under
pay-fixed swap agreements, the Corporation paid interest at a weighted average
fixed rate of 6.20% and received interest at a weighted average floating rate of
5.54% (based on year-end rates). Under receive-fixed swap agreements, the
Corporation received interest at a weighted average fixed rate of 6.29% and paid
interest at a weighted average floating rate of 5.56% (based on year-end rates).

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE I -- OFF-BALANCE SHEET TRADING AND LENDING ACTIVITIES -- Concluded
INTEREST RATE CAPS AND FLOORS -- These instruments are written by the
Corporation to enable its customers to transfer, modify, or reduce their
interest rate risk exposure. In a cap or floor contract, the purchaser pays a
premium at the initiation of the contract for the right to receive payments if
market interest rates are greater than the strike price of a cap or less than
the strike price of a floor. Payments made or received under cap or floor
contracts are accrued based on contractual terms and are reported as other
operating income.

COMMITMENTS TO PURCHASE AND SELL SECURITIES, FUTURES AND FORWARD
CONTRACTS -- These instruments are contracts for delayed delivery of securities
or money market instruments in which the seller agrees to deliver a specified
instrument at a specified price or yield at a specified date. Commitments to
purchase and sell securities, futures and forward contracts used in securities
trading operations are recognized currently at market value and are reported as
trading account profits (losses).

NET OPTIONS WRITTEN TO PURCHASE AND SELL FOREIGN EXCHANGE -- Forward commitments
involve the purchase or sale of foreign currency amounts for delivery at a
specified future date. Payments on forward commitments are exchanged on the
delivery date based upon the exchange rate in the contract. Forward commitments
to purchase and sell foreign exchange are recognized at market value and are
reported as other operating income.

FOREIGN EXCHANGE OPTIONS -- These agreements represent rights to purchase or
sell foreign currency at a predetermined price at a future date. The purchaser
pays a premium at the initiation of the contract for the right to exchange a
specified amount at the contract's exchange rate at the maturity of the option.

Revenues from the derivative trading portfolio are shown below.

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Interest rate contracts.......... $ 3,071 $ 4,332 $ 1,411
Securities activities............ 2,772 (7,569) 7,219
Foreign exchange activities...... 10,130 11,834 5,827
Total...................... $15,973 $ 8,597 $14,457
</TABLE>

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS ISSUED FOR LENDING ACTIVITIES -- The
Corporation issues off-balance sheet financial instruments as part of its
commercial and consumer lending activities. The contract amounts of
these instruments represent potential credit risk at December 31
as shown below.

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Commercial and consumer
lending activities:
Unfunded commitments to
extend credit................... $33,726,544 $26,145,025
Standby letters of credit......... 5,622,341 4,139,181
Commercial and similar
letters of credit............... 135,946 149,006
Participations in bankers'
acceptances..................... 5,438 5,625
</TABLE>

COMMITMENTS TO EXTEND CREDIT -- These are legally binding contracts to lend to a
customer, provided there is no contract violation. These commitments have fixed
termination dates and generally require payment of a fee. As most commitments
expire prior to being drawn, the amounts shown do not necessarily represent the
future cash requirements of the contracts. Credit worthiness is evaluated and in
some instances collateral is obtained to support the borrowing. At December 31,
1996 and 1995, approximately 14% and 13%, respectively, of unfunded commitments
to extend credit were supported by collateral. Of the total unfunded commitment
amounts presented, approximately 28% in 1996 and 27% in 1995 were comprised of
cancelable credit card commitments, and approximately 9% in 1996 and 5% in 1995
were represented by real estate commitments.

STANDBY, COMMERCIAL AND SIMILAR LETTERS OF CREDIT -- These instruments are
conditional commitments issued by the Corporation guaranteeing the performance
of a customer to a third party. These guarantees are issued primarily to support
public and private borrowing arrangements. The credit risk involved in issuing
letters of credit is essentially the same as that involved in extending credit
to customers and is subject to the Corporation's underwriting process. At
December 31, 1996 and 1995, approximately 2% and 3%, respectively, of these
instruments were supported by collateral. There were no significant
concentrations of letters of credit to any one group of borrowers at either
year-end.

PARTICIPATION IN BANKERS' ACCEPTANCES -- These instruments represent risk
participation in time drafts drawn by customers under a committed multibank
credit facility. These drafts have been accepted and remarketed by other
financial institutions. Under the terms of these arrangements, the Corporation
may be required to reimburse the accepting financial institution for the
Corporation's pro rata share of any payment default by the customer.

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE J -- OFF-BALANCE SHEET RISK MANAGEMENT ACTIVITIES

The Corporation uses a variety of off-balance sheet financial instruments as
part of its overall interest rate risk management process. The Corporation's
principal objective of asset/liability management activities is to provide
maximum levels of net interest income while maintaining acceptable levels of
interest rate and liquidity risk and facilitating the Corporation's funding
needs. Accordingly, the Corporation uses a combination of derivative financial
instruments, including interest rate swaps, futures and options with indices
that correlate to on-balance sheet instruments to modify the repricing
characteristics of interest-earning assets and interest-bearing liabilities.

During 1995, the Corporation entered into financial futures contracts to
mitigate the interest rate risk associated with the favorable renewal terms of
certain certificates of deposit issued earlier in the year. The futures
contracts are accounted for as a hedge of anticipated transactions; accordingly,
the resulting gain or loss is deferred and recognized as an adjustment of
interest expense over the term of the renewed certificates.

The amounts disclosed below represent the period-end notional and fair value of
derivative financial instruments held for risk management purposes. The
Corporation's credit exposure to off-balance sheet derivative financial
instruments is represented by the fair value gain of the instrument if a
counterparty fails to perform.
<TABLE>
<CAPTION>
1996 1995
Notional Fair Value Fair Value Notional Fair Value
Value Gains (Losses) Value Gains
<S> <C> <C> <C> <C> <C>
Convert floating rate liabilities to fixed:
Swaps -- pay fixed/receive floating............ $ 72,239 $ 625 $ (1,576) $ 119,719 $ 232
Convert fixed rate assets to floating:
Swaps -- pay fixed/receive floating............ 404,815 -- (6,288) 418,430 --
Forward starting swaps -- pay fixed/
receive floating............................. 18,200 -- (984) 38,570 --
Convert fixed rate liabilities to floating:
Swaps -- receive fixed/pay floating............ 650,000 4,060 (5,477) 200,000 4,889
Convert liabilities with quarterly rate resets to
monthly:
Swaps -- receive floating/pay floating......... 300,000 -- (348) -- --
Convert floating rate assets to fixed:
Swaps -- receive fixed/pay floating............ 210,359 3,242 (602) 218,750 1,597
Index amortizing swaps -- receive fixed/
pay floating................................. 250,000 6,131 -- 325,000 14,426
Total interest rate swaps and options...... 1,905,613 14,058 (15,275) 1,320,469 21,144
Financial futures contracts -- hedge
of certificate of deposit renewal.............. -- -- -- 1,025,000 140
Total derivatives.......................... $1,905,613 $ 14,058 ($15,275) $2,345,469 $ 21,284

<CAPTION>
Fair Value
(Losses)
<S> <C>
Convert floating rate liabilities to fixed:
Swaps -- pay fixed/receive floating............ $ (3,519)
Convert fixed rate assets to floating:
Swaps -- pay fixed/receive floating............ (5,958)
Forward starting swaps -- pay fixed/
receive floating............................. (4,284)
Convert fixed rate liabilities to floating:
Swaps -- receive fixed/pay floating............ --
Convert liabilities with quarterly rate resets to
monthly:
Swaps -- receive floating/pay floating......... --
Convert floating rate assets to fixed:
Swaps -- receive fixed/pay floating............ (643)
Index amortizing swaps -- receive fixed/
pay floating................................. --
Total interest rate swaps and options...... (14,404)
Financial futures contracts -- hedge
of certificate of deposit renewal.............. (7)
Total derivatives.......................... ($14,411)
</TABLE>

There are no deferred losses resulting from terminated swap contracts at
December 31, 1996; deferred losses on terminated swap contracts of $6,020 at
December 31, 1995 are included in other assets.

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE K -- INCOME TAXES

The provision for income taxes is summarized below. Included in these amounts
are income taxes (benefits) related to securities transactions of $1,522,
($8,576) and $1,328 in 1996, 1995 and 1994, respectively. The Corporation made
income tax payments of $222,750 in 1996, $254,866 in 1995 and $211,345 in 1994.

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Currently payable:
Federal..................... $228,820 $250,086 $202,685
Foreign..................... 542 288 147
State and local............. 10,050 12,032 7,152
Total currently
payable................. 239,412 262,406 209,984
Deferred:
Federal..................... 52,294 11,607 13,241
State....................... (1,361) (7,688) (801)
Total deferred.......... 50,933 3,919 12,440
Total tax expense....... $290,345 $266,325 $222,424
</TABLE>

The reasons for the difference between consolidated income tax expense and the
amount computed by applying the statutory federal income tax rate of 35% to
income before taxes were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Income before income taxes.... $934,902 $868,868 $761,482
Federal income taxes at
statutory rate.............. $327,216 $304,104 $266,519
State and local income taxes,
net of federal benefit...... 5,648 2,824 4,128
Effect of tax-exempt
securities interest and
other income................ (34,840) (46,398) (48,217)
Other items................... (7,679) 5,795 (6)
Total tax expense....... $290,345 $266,325 $222,424
</TABLE>

Under FASB 109, deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Corporation's deferred tax assets and liabilities are as
follows:
<TABLE>
<CAPTION>
Deferred Tax Assets
1996 1995
<S> <C> <C>
Allowance for loan losses................ $158,439 $156,531
Accrued liabilities...................... 15,030 17,342
Other.................................... 27,309 22,330
Gross deferred tax assets.......... $200,778 $196,203
</TABLE>
<TABLE>
<CAPTION>

Deferred Tax
Liabilities
1996 1995
<S> <C> <C>
Unrealized gains on securities
available-for-sale..................... $ 26,852 $ 73,998
Depreciation............................. 42,525 36,586
Lease financing.......................... 94,162 45,913
Other.................................... 16,655 15,300
Gross deferred tax liabilities..... $180,194 $171,797
Net deferred tax asset............. $ 20,584 $ 24,406
</TABLE>

Management believes that the Corporation will fully realize the net deferred tax
asset as of December 31, 1996 based on the Corporation's refundable taxes from
carryback years, as well as its current level of operating income.

NOTE L -- CASH, DIVIDEND, LOAN RESTRICTIONS, CAPITAL RATIOS AND CONTINGENT
LIABILITIES

In the normal course of business, the Corporation and its subsidiaries enter
into agreements, or are subject to regulatory requirements, that result in cash,
debt and dividend restrictions. A summary of the most restrictive items follows.

The Corporation's banking subsidiaries are required to maintain average reserve
balances with the Federal Reserve Bank. The average amount of those reserve
balances for the year ended December 31, 1996 was approximately $277,740.

Under current Federal Reserve regulations, the banking subsidiaries also are
limited in the amount they may loan to their affiliates, including the
Corporation. Loans to a single affiliate may not exceed 10% and loans to all
affiliates may not exceed 20% of the bank's capital, surplus and undivided
profits plus the allowance for loan losses. Based on these limitations,
approximately $445,697 was available for loans to the Corporation at December
31, 1996.

The approval of the Comptroller of the Currency is required if the total of all
dividends declared by a national bank in any calendar year exceeds the bank's
net profits, as defined, for that year combined with its retained net profits
for the preceding two calendar years. Under this formula, the banking
subsidiaries cannot distribute as dividends to the Corporation in 1997, without
the approval of the Comptroller of the Currency, more than $462,790 plus an
additional amount equal to the banks' retained net profits for 1997 up to the
date of any dividend declaration.

As a result of the above dividend and loan restrictions, approximately
$2,862,406 of consolidated net assets of the Corporation's banking subsidiaries
at December 31, 1996 was restricted from transfer to the Corporation in the form
of cash dividends, loans or advances.

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE L -- CASH, DIVIDEND, LOAN RESTRICTIONS, CAPITAL RATIOS AND CONTINGENT
LIABILITIES -- Concluded
The Corporation and its banking subsidiaries are subject to various regulatory
capital requirements administered by the federal banking agencies. Under the
capital adequacy guidelines and the regulatory framework for prompt corrective
action, the Corporation and its banking subsidiaries must meet specific capital
guidelines that involve quantitative measures of their assets, liabilities and
certain off-balance sheet items as calculated under regulatory accounting
practices. The capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings and
other factors. Failure to meet minimum capital requirements can initiate certain
mandatory, and possibly discretionary, actions by regulators that, if
undertaken, could have a direct material effect on the Corporation's financial
statements.

The Corporation and its banking subsidiaries are required to maintain minimum
Tier I capital, total risk-based capital and Tier I leverage ratios of 4%, 8%
and 3%, respectively. Management believes the Corporation and its banking
subsidiaries meet all capital adequacy requirements to which they are subject.

At December 31, 1996, the most recent notification from the Comptroller of the
Currency categorized the Corporation's banking subsidiaries as well capitalized
under the regulatory framework for prompt corrective action. To be well
capitalized, the banking subsidiaries must maintain minimum Tier I capital,
total risk-based capital and Tier I leverage ratios of 6%, 10% and 5%,
respectively. There are no conditions or events since that notification that
management believes have changed the banking subsidiaries' well capitalized
status.

The actual capital amounts and ratios for the Corporation and its principal
banking subsidiaries at December 31 are presented in the following table.

<TABLE>
<CAPTION>
1996 1995
Amount Ratio Amount Ratio
<S> <C> <C> <C> <C>
Wachovia Corporation
Tier I capital.... $3,986,896 9.34% $3,628,172 9.43%
Total risk-based
capital......... 5,534,234 12.97 5,245,459 13.64
Tier I leverage... 3,986,896 8.73 3,628,172 8.36
Wachovia Bank of
North Carolina,
N.A.
Tier I capital.... $1,776,758 8.96% $1,663,733 9.41%
Total risk-based
capital......... 2,059,244 10.38 1,961,691 11.10
Tier I leverage... 1,776,758 6.77 1,663,733 6.62
Wachovia Bank of
Georgia, N.A.
Tier I capital.... $1,320,917 6.96% $1,234,576 7.27%
Total risk-based
capital......... 2,025,442 10.67 1,948,816 11.48
Tier I leverage... 1,320,917 7.24 1,234,576 7.43
Wachovia Bank of
South Carolina,
N.A.
Tier I capital.... $ 496,823 11.08% $ 544,359 12.89%
Total risk-based
capital......... 514,113 11.46 572,889 13.56
Tier I leverage... 496,823 6.86 544,359 7.67
</TABLE>

The Corporation and its subsidiaries are defendants in certain legal proceedings
arising in connection with their business. In the opinion of management and
general counsel, the ultimate resolution of those proceedings will result in no
material adverse effect on the Corporation's financial position and results of
operations. There are no known situations where the Corporation has an
environmental contingency that will materially affect the financial position or
results of operations.

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE M -- PENSION AND OTHER POSTRETIREMENT BENEFITS

The Corporation maintains a defined benefit pension plan which covers
substantially all employees. The plan provides pension benefits that are based
on the employee's length of credited service and final average compensation as
defined in the plan. The pension expense of the plan is determined using the
projected unit credit method. The Corporation's policy is to fund amounts
allowable for federal income tax purposes. The following table sets forth the
funded status of the Corporation's defined benefit pension plan and the amounts
recognized in the Consolidated Statements of Condition at December 31.

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Actuarial present value of accumulated
benefit obligation:
Vested................................. $363,638 $364,059
Nonvested.............................. 26,909 30,186
Total.............................. $390,547 $394,245
Actuarial present value of projected
benefit obligation for service
rendered to date....................... ($448,151) ($444,786)
Plan assets at fair value -- primarily
listed
stocks, fixed income securities and
collective funds....................... 527,851 491,760
Plan assets in excess of projected
benefit obligation..................... 79,700 46,974
Unrecognized net actuarial (gain) loss... (6,706) 38,005
Unrecognized prior service cost.......... (16,601) (19,097)
Unrecognized transition asset............ (33,511) (39,716)
Pension asset recorded in Consolidated
Statements of Condition................ $ 22,882 $ 26,166
</TABLE>

Net pension benefit included the following components.

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Service cost -- benefits earned
during the period.............. $18,460 $12,746 $14,486
Interest cost on projected
benefit obligation............. 32,207 29,018 26,477
Actual (return) loss on plan
assets......................... (60,882) (98,474) 3,466
Net amortization and deferral.... 13,499 56,594 (47,587)
Net periodic pension cost
(benefit)...................... $ 3,284 $ (116) $(3,158)
</TABLE>

The rates used in determining the actuarial present value of the projected
benefit obligation were as follows:

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Discount rates................................ 7.75% 7.25%
Rates of increase in compensation levels...... 5% 5%
</TABLE>

The expected long-term rate of return on plan assets used to determine the net
periodic pension benefit was 8% for 1996, 1995 and 1994.

The Corporation also sponsors separate unfunded nonqualified pension plans that
provide certain officers with defined pension benefits in excess of limits
imposed on qualified plans by federal tax law and for certain compensation not
covered in the qualified plans. The following table summarizes the plans at
December 31.

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Actuarial present value of accumulated
benefit obligation:
Vested................................... $35,278 $29,865
Nonvested................................ 703 4,504
Total................................ $35,981 $34,369
Actuarial present value of projected
benefit obligation for service
rendered to date......................... ($46,801) ($44,352)
Unrecognized net actuarial loss............ 12,519 14,039
Unrecognized transition obligation......... 342 391
Unrecognized prior service cost............ 5,986 6,760
Pension liability recorded in Consolidated
Statements of Condition.................. ($27,954) ($23,162)
</TABLE>

Net pension cost included the following components.

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Service cost -- benefits earned
during the period................. $1,083 $ 769 $ 576
Interest cost on projected
benefit obligation................ 3,240 3,035 2,523
Net amortization and deferral....... 2,006 1,528 1,178
Net periodic pension cost........... $6,329 $5,332 $4,277
</TABLE>

The rates used in determining the actuarial present value of the projected
benefit obligation were as follows:

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Discount rates................................ 7.75% 7.25%
Rates of increase in compensation levels...... 5% 5%
</TABLE>

The Corporation also provides supplemental benefits to substantially all
employees through defined contribution plans designed to encourage participants
to save on a regular basis and to provide such participants with deferred
compensation and additional performance incentive. Total expense relating to

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE M -- PENSION AND OTHER POSTRETIREMENT BENEFITS -- Concluded
these plans, which represented the Corporation's matching and discretionary
contributions, was $17,190 in 1996, $16,478 in 1995 and $16,131 in 1994.
Employee participants may elect to contribute from 1% to 10% of base salary,
with the Corporation matching 50% of each participant's contribution up to a
maximum employer contribution of 3% of base salary. The plans provide for
additional contributions of up to 3% of salary in accordance with a
preestablished formula based on certain earnings performance criteria and also
for special discretionary employer contributions of up to 4% of each eligible
employee's base salary as approved annually by the Board of Directors.

The Corporation and its subsidiaries provide certain health care benefits for
retired employees. Substantially all of the employees may become eligible for
these benefits if they reach normal retirement age while working for the
Corporation or its subsidiaries. The benefits are provided through self-insured
plans administered by insurance companies whose premiums are based on the claims
paid during the year.

The following table presents the status of the plan as of December 31.

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Accumulated postretirement benefit
obligation:
Retirees................................. ($36,681) ($32,517)
Fully eligible active plan
participants........................... (4,843) (10,249)
Other active plan participants........... (10,340) (12,156)
Total................................ (51,864) (54,922)
Plan assets at fair value -- primarily
insurance contracts...................... 12,786 11,000
Unrecognized net actuarial gain............ (18,042) (14,293)
Unrecognized transition obligation......... 50,432 53,585
Unrecognized prior service cost............ 683 740
Accrued postretirement benefit cost........ $(6,005) $(3,890)
</TABLE>

Net periodic postretirement benefit cost included the following components.

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Service cost........................ $ 901 $ 724 $ 851
Interest cost....................... 3,837 3,954 3,494
Actual return on plan assets........ (770) -- --
Amortization of gain................ (474) (707) (646)
Amortization of transition
obligation over 20 years.......... 3,152 3,152 3,152
Amortization of prior service
cost.............................. 57 57 --
Net periodic postretirement
benefit cost...................... $6,703 $7,180 $6,851
</TABLE>

The annual assumed rate of increase in health care costs used in determining the
accumulated postretirement benefit obligation and net periodic postretirement
benefit costs for 1996, 1995 and 1994 were 8% for retirees under age 65 and 6%
for retirees age 65 and over. These rates are assumed to remain constant for
each of these categories of retirees. The health care cost trend rate assumption
has a significant effect on the amounts reported. Increasing the assumed health
care cost trend rates by one percentage point would increase the accumulated
postretirement benefit obligation for the plan as of December 31, 1996 and 1995
by $1,858 and $1,372, respectively, and the aggregate of the service and
interest cost of the net periodic postretirement benefit cost for 1996, 1995 and
1994 by $135, $117 and $131, respectively. The discount rates used in
determining the accumulated postretirement benefit obligations at December 31,
1996 and 1995 were 7.75% and 7.25%, respectively.

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE N -- SELECTED INCOME STATEMENT INFORMATION

The components of other operating income and expense for the three years ended
December 31, 1996 were as follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Other operating income:
Insurance premiums and commissions.......................................................... $ 17,030 $ 13,164
Bankers' acceptance and letter of credit fees............................................... 25,347 23,190
Other service charges and fees.............................................................. 32,589 24,682
Other income................................................................................ 59,214 44,699
Total other operating income............................................................ $134,180 $105,735
Other operating expense:
Postage and delivery........................................................................ $ 40,018 $ 37,962
Outside data processing, programming and software........................................... 44,699 42,486
Stationery and supplies..................................................................... 26,100 26,805
Advertising and sales promotion............................................................. 60,304 50,362
Professional services....................................................................... 38,285 39,483
Travel and business promotion............................................................... 20,460 19,694
Regulatory agency and other bank services................................................... 8,730 49,584
Amortization of intangible assets........................................................... 4,362 8,587
Foreclosed property expense................................................................. (96) 920
Other expense............................................................................... 155,719 130,581
Total other operating expense........................................................... $398,581 $406,464

<CAPTION>
1994
<S> <C>
Other operating income:
Insurance premiums and commissions.......................................................... $ 11,679
Bankers' acceptance and letter of credit fees............................................... 23,168
Other service charges and fees.............................................................. 18,109
Other income................................................................................ 33,801
Total other operating income............................................................ $ 86,757
Other operating expense:
Postage and delivery........................................................................ $ 35,163
Outside data processing, programming and software........................................... 35,211
Stationery and supplies..................................................................... 24,558
Advertising and sales promotion............................................................. 34,067
Professional services....................................................................... 20,493
Travel and business promotion............................................................... 16,254
Regulatory agency and other bank services................................................... 62,345
Amortization of intangible assets........................................................... 18,693
Foreclosed property expense................................................................. (4,288)
Other expense............................................................................... 104,991
Total other operating expense........................................................... $347,487
</TABLE>

NOTE O -- EARNINGS PER SHARE
<TABLE>
<CAPTION>
Year Ended December 31
1996 1995
<S> <C> <C>
Primary (thousands, except per share)
Average common shares outstanding............................................................. 167,255 170,635
Dilutive common stock options -- based on treasury stock method using average market price.... 1,713 1,366
Dilutive common stock awards -- based on treasury stock method using average market price..... 126 88
Average primary shares outstanding............................................................ 169,094 172,089
Net income.................................................................................... $644,557 $602,543
Per share amount.............................................................................. $ 3.81 $ 3.50

Fully Diluted (thousands, except per share)
Average common shares outstanding............................................................. 167,255 170,635
Dilutive common stock options -- based on treasury stock method using period-end market
price if higher than average market price................................................... 2,292 1,802
Dilutive common stock awards -- based on treasury stock method using period-end market
price if higher than average market price................................................... 185 115
Convertible long-term debt assumed converted.................................................. 95 405
Average fully diluted shares outstanding...................................................... 169,827 172,957
Net income.................................................................................... $644,557 $602,543
Add interest on convertible long-term debt, net of tax........................................ 65 330
Adjusted net income........................................................................... $644,622 $602,873
Per share amount.............................................................................. $ 3.80 $ 3.49

1994
<S> <C>
Primary (thousands, except per share)
Average common shares outstanding............................................................. 171,110
Dilutive common stock options -- based on treasury stock method using average market price.... 1,152
Dilutive common stock awards -- based on treasury stock method using average market price..... 77
Average primary shares outstanding............................................................ 172,339
Net income.................................................................................... $539,058
Per share amount.............................................................................. $ 3.13
Fully Diluted (thousands, except per share)
Average common shares outstanding............................................................. 171,110
Dilutive common stock options -- based on treasury stock method using period-end market
price if higher than average market price................................................... 1,152
Dilutive common stock awards -- based on treasury stock method using period-end market
price if higher than average market price................................................... 77
Convertible long-term debt assumed converted.................................................. 612
Average fully diluted shares outstanding...................................................... 172,951
Net income.................................................................................... $539,058
Add interest on convertible long-term debt, net of tax........................................ 513
Adjusted net income........................................................................... $539,571
Per share amount.............................................................................. $ 3.12
</TABLE>

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued

$ IN THOUSANDS

NOTE P -- WACHOVIA CORPORATION (PARENT COMPANY ONLY) INFORMATION

The following is a condensed statement of financial condition of the parent
company at December 31.

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Assets
Cash on demand deposit with bank
subsidiary.......................... $ 17 $ 3
Interest-bearing bank balances
with bank subsidiaries.............. 1,107,089 713,765
Securities available-for-sale......... 371,517 42,139
Demand loans to nonbank
subsidiaries........................ 474,383 324,900
Capital notes receivable from
bank subsidiaries................... 776,395 776,980
Investments in:
Bank subsidiaries................... 3,717,051 3,622,267
Nonbank subsidiaries................ 187,330 105,009
Other assets.......................... 115,087 126,402
Total assets.................... $6,748,869 $5,711,465

Liabilities and Shareholders' Equity
Parent company commercial paper....... $ 706,226 $ 502,136
Subordinated capital notes (includes
$693,297 from nonbank subsidiaries
in 1996; none in 1995).............. 2,015,664 1,327,783
6.625% senior notes due 2006.......... 199,142 --
Demand loans from bank and bank
holding company subsidiaries........ 18,015 58,746
Other liabilities..................... 47,990 49,043
Shareholders' equity.................. 3,761,832 3,773,757
Total liabilities and
shareholders' equity.......... $6,748,869 $5,711,465
</TABLE>

The principal maturities of the parent company's long-term debt subsequent to
December 31, 1996 are $682,674 in 1999, $25,660 in 2000, none in 2001 and
$1,506,472 thereafter.

The operating results of the parent company for the three years ended December
31, 1996 are shown below.

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Income
Dividends from:
Bank subsidiaries........... $478,600 $233,700 $306,770
Nonbank subsidiaries........ 800 52,075 3,902
Interest from subsidiaries.... 104,823 89,278 61,089
Other interest income......... 16,877 571 468
Other income.................. 39,922 33,589 30,382
Total income............ 641,022 409,213 402,611

Expense
Interest on short-term
borrowed funds.............. 29,051 27,807 19,880
Interest on long-term debt.... 92,752 67,309 52,586
Interest paid to
subsidiaries................ 15,488 4,781 2,419
Other expense................. 31,237 25,823 23,218
Total expense........... 168,528 125,720 98,103

Income before income taxes and
equity in undistributed net
income of subsidiaries...... 472,494 283,493 304,508
Applicable income taxes
(benefit)................... (6,698) (1,177) (2,527)

Income before equity in
undistributed net income
of subsidiaries............. 479,192 284,670 307,035
Equity in undistributed
net income of
subsidiaries................ 165,365 317,873 232,023
Net income.............. $644,557 $602,543 $539,058
</TABLE>

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Concluded

$ IN THOUSANDS

NOTE P -- WACHOVIA CORPORATION (PARENT COMPANY ONLY) INFORMATION -- Concluded
The cash flows for the parent company for the three years ended December 31,
1996 were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Operating Activities
Net income.................... $644,557 $602,543 $539,058
Adjustments to reconcile
net income:
Deferred income taxes
(benefit)................. 150 1,056 (927)
(Decrease) increase in
accrued income taxes...... (978) (449) 2,456
Increase in accrued
interest receivable....... (8,617) (1,915) (4,792)
Net change in other accrued
and deferred income and
expense................... 784 8,959 4,352
Equity in undistributed net
income of subsidiaries.... (165,365) (317,873) (232,023)
Net cash provided by
operations............ 470,531 292,321 308,124
Investing Activities
Net increase in
interest-bearing bank
balances.................... (393,324) (381,999) (253,883)
Purchases of securities
available-for-sale.......... (312,610) (4,128) (8,287)
Sales of securities
available-for-sale.......... 4,429 7,538 2,429
Net decrease (increase) in
demand loans to nonbank
subsidiaries................ (149,483) 47,708 298,894
Capital notes issued to
bank subsidiaries........... -- (250,000) (150,000)
Capital notes repaid by
bank subsidiaries........... 585 30,000 --
Net (increase) decrease
in other assets............. 26,771 (54,137) 1,486
Equity investment in
subsidiaries................ (68,252) (55,551) (80,000)
Net cash used by
investing
activities............ (891,884) (660,569) (189,361)
Financing Activities
Net increase in demand loans
from subsidiaries........... 626,981 52,873 52,855
Net (decrease) increase in
commercial paper............ 204,090 95,430 (182,472)
Proceeds from long-term
debt........................ 196,106 496,387 247,800
(Decrease) increase in other
liabilities................. (462) (54) 1,140
Issuance of stock............. 25,826 24,115 25,339
Dividend payments............. (254,458) (235,495) (210,503)
Common stock repurchased...... (376,716) (65,032) (52,908)
Net cash provided (used)
by financing
activities............ 421,367 368,224 (118,749)
Increase (decrease) in cash... 14 (24) 14
Cash at beginning of year..... 3 27 13
Cash at end of year........... $ 17 $ 3 $ 27
</TABLE>

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Noncash investing and financing
activities:
Common stock issued on conversion of
long-term debt.................... $6,007 $3,184 $3,104
</TABLE>

On December 1, 1995, South Carolina National Corporation was merged into
Wachovia Corporation; the assets and liabilities merged into Wachovia
Corporation totaled $54,664 and $45,506, respectively.

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

CONSOLIDATED AVERAGE BALANCES (thousands)

<TABLE>
<CAPTION>
1996 1995
Amount % Amount %
<S> <C> <C> <C> <C>
ASSETS
Loans -- net of unearned income:
Commercial.............................................................. $ 9,836,752 21.7 $ 9,153,970 22.1
Tax-exempt.............................................................. 2,041,954 4.5 1,967,749 4.7
Total commercial................................................... 11,878,706 26.2 11,121,719 26.8
Direct retail........................................................... 758,259 1.7 734,305 1.8
Indirect retail......................................................... 2,564,915 5.7 2,444,309 5.9
Credit card............................................................. 4,205,051 9.3 3,951,789 9.5
Other revolving credit.................................................. 354,287 .8 344,178 .8
Total retail....................................................... 7,882,512 17.5 7,474,581 18.0
Construction............................................................ 807,180 1.8 640,013 1.5
Commercial mortgages.................................................... 4,151,621 9.2 3,675,903 8.9
Residential mortgages................................................... 4,424,097 9.8 4,018,377 9.7
Total real estate.................................................. 9,382,898 20.8 8,334,293 20.1
Lease financing......................................................... 647,313 1.4 270,389 .7
Foreign................................................................. 457,500 1.0 304,277 .7
Total loans........................................................ 30,248,929 66.9 27,505,259 66.3
Investment securities:
Held-to-maturity:
State and municipal................................................... 273,530 .6 423,747 1.0
Other investments..................................................... 1,199,467 2.6 3,735,893 9.0
Total securities held-to-maturity.................................. 1,472,997 3.2 4,159,640 10.0
Available-for-sale:
Other investments*.................................................... 7,232,184 16.0 4,214,082 10.2
Total investment securities........................................ 8,705,181 19.2 8,373,722 20.2
Interest-bearing bank balances............................................ 417,832 .9 114,962 .3
Federal funds sold and securities purchased under resale agreements....... 212,466 .5 121,924 .3
Trading account assets.................................................... 902,918 2.0 915,065 2.2
Total interest-earning assets...................................... 40,487,326 89.5 37,030,932 89.3
Cash and due from banks................................................... 2,535,978 5.6 2,519,900 6.1
Premises and equipment.................................................... 637,771 1.4 573,386 1.4
Other assets.............................................................. 1,971,730 4.4 1,755,773 4.2
Allowance for loan losses................................................. (403,366) (.9) (407,430) (1.0)
Total assets....................................................... $45,229,439 100.0 $41,472,561 100.0
LIABILITIES AND SHAREHOLDERS' EQUITY
Time deposits in domestic offices:
Interest-bearing demand................................................. $ 3,298,142 7.3 $ 3,263,852 7.9
Savings and money market savings........................................ 7,649,897 16.9 6,539,852 15.8
Savings certificates.................................................... 6,499,484 14.4 6,491,879 15.7
Large denomination certificates......................................... 2,284,381 5.1 1,915,097 4.6
Total time deposits in domestic offices............................ 19,731,904 43.7 18,210,680 44.0
Time deposits in foreign offices.......................................... 1,040,585 2.3 749,511 1.8
Total interest-bearing deposits.................................... 20,772,489 46.0 18,960,191 45.8
Federal funds purchased and securities sold under repurchase agreements... 6,198,566 13.7 5,264,072 12.7
Commercial paper.......................................................... 595,729 1.3 504,668 1.2
Other short-term borrowed funds........................................... 1,215,008 2.7 2,029,095 4.9
Total short-term borrowed funds.................................... 8,009,303 17.7 7,797,835 18.8
Bank notes................................................................ 4,544,502 10.0 3,863,398 9.3
Other long-term debt...................................................... 1,525,886 3.4 1,038,210 2.5
Total long-term debt............................................... 6,070,388 13.4 4,901,608 11.8
Total interest-bearing liabilities................................. 34,852,180 77.1 31,659,634 76.4
Other deposits:
Demand in domestic offices.............................................. 5,446,772 12.0 5,284,722 12.7
Demand in foreign offices............................................... 1,563 .0 6,823 .0
Noninterest-bearing time in domestic offices............................ 4,438 .0 10,119 .0
Other liabilities......................................................... 1,266,277 2.8 1,101,094 2.7
Shareholders' equity...................................................... 3,658,209 8.1 3,410,169 8.2
Total liabilities and shareholders' equity......................... $45,229,439 100.0 $41,472,561 100.0
TOTAL DEPOSITS............................................................ $26,225,262 $24,261,855
</TABLE>

*Includes unrealized gain (loss) of $93,556 in 1996, $34,248 in 1995 and
($12,405) in 1994

<PAGE>

<TABLE>
<CAPTION>
Five-Year
1994 1993 1992 1991 Compound
Amount % Amount % Amount % Amount % Growth Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 7,366,981 19.9 $ 6,198,159 18.5 $ 5,867,310 18.4 $ 6,112,621 19.1 10.0%
1,965,555 5.3 1,890,337 5.6 1,997,998 6.3 2,070,612 6.4 (.3)
9,332,536 25.2 8,088,496 24.1 7,865,308 24.7 8,183,233 25.5 7.7
735,335 2.0 684,679 2.0 687,556 2.2 757,865 2.4 .0
2,450,181 6.6 2,245,115 6.7 2,006,442 6.3 1,991,185 6.2 5.2
3,528,617 9.5 2,591,207 7.7 1,774,342 5.6 1,558,929 4.9 22.0
333,853 .9 328,075 1.0 322,768 1.0 299,301 .9 3.4
7,047,986 19.0 5,849,076 17.4 4,791,108 15.1 4,607,280 14.4 11.3
496,401 1.3 470,465 1.4 519,971 1.7 1,020,690 3.2 (4.6)
3,355,898 9.1 3,147,293 9.4 3,063,395 9.6 2,912,517 9.1 7.3
3,698,864 10.0 3,779,444 11.2 3,602,157 11.3 3,653,410 11.4 3.9
7,551,163 20.4 7,397,202 22.0 7,185,523 22.6 7,586,617 23.7 4.3
173,185 .5 135,355 .4 118,209 .3 124,519 .4 39.1
108,028 .3 76,212 .2 72,347 .2 86,968 .2 39.4
24,212,898 65.4 21,546,341 64.1 20,032,495 62.9 20,588,617 64.2 8.0
599,206 1.6 688,799 2.1 780,426 2.5 877,991 2.7 (20.8)
3,371,132 9.1 6,350,557 18.9 5,420,655 17.0 4,904,993 15.3 (24.5)
3,970,338 10.7 7,039,356 21.0 6,201,081 19.5 5,782,984 18.0 (23.9)
3,700,477 10.0 -- -- -- -- -- --
7,670,815 20.7 7,039,356 21.0 6,201,081 19.5 5,782,984 18.0 8.5
13,037 .0 78,297 .2 301,568 1.0 416,103 1.3 .1
196,651 .5 394,959 1.2 483,679 1.5 597,354 1.9 (18.7)
688,669 1.9 721,111 2.1 1,078,370 3.4 974,621 3.0 (1.5)
32,782,070 88.5 29,780,064 88.6 28,097,193 88.3 28,359,679 88.4 7.4
2,407,387 6.5 2,368,237 7.0 2,370,379 7.4 2,486,267 7.8 .4
518,030 1.4 468,218 1.4 444,957 1.4 432,908 1.4 8.1
1,728,399 4.7 1,411,152 4.2 1,294,825 4.1 1,061,906 3.3 13.2
(406,702) (1.1) (398,697) (1.2) (375,762) (1.2) (295,891) (.9) 6.4
$37,029,184 100.0 $33,628,974 100.0 $31,831,592 100.0 $32,044,869 100.0 7.1
$ 3,383,902 9.1 $ 3,219,413 9.6 $ 2,842,853 8.9 $ 2,354,780 7.3 7.0
6,122,283 16.5 5,997,750 17.8 5,826,317 18.3 5,314,432 16.6 7.6
5,335,541 14.4 5,595,225 16.6 6,197,779 19.5 6,862,392 21.4 (1.1)
1,572,948 4.3 1,739,831 5.2 2,593,675 8.2 3,102,496 9.7 (5.9)
16,414,674 44.3 16,552,219 49.2 17,460,624 54.9 17,634,100 55.0 2.3
516,157 1.4 466,571 1.4 423,069 1.3 289,722 .9 29.1
16,930,831 45.7 17,018,790 50.6 17,883,693 56.2 17,923,822 55.9 3.0
5,051,124 13.7 3,944,864 11.7 3,110,737 9.8 3,498,869 10.9 12.1
505,117 1.4 485,889 1.5 469,120 1.5 348,125 1.1 11.3
674,593 1.8 972,008 2.9 1,381,713 4.3 2,233,271 7.0 (11.5)
6,230,834 16.9 5,402,761 16.1 4,961,570 15.6 6,080,265 19.0 5.7
3,522,540 9.5 1,535,750 4.6 272,688 .9 -- --
827,077 2.2 537,852 1.6 175,940 .5 177,623 .6 53.7
4,349,617 11.7 2,073,602 6.2 448,628 1.4 177,623 .6 102.6
27,511,282 74.3 24,495,153 72.9 23,293,891 73.2 24,181,710 75.5 7.6
5,312,255 14.3 5,277,509 15.7 4,853,925 15.2 4,519,407 14.1 3.8
5,380 .0 5,516 .0 5,759 .0 7,213 .0 (26.4)
66,458 .2 71,577 .2 87,358 .3 68,801 .2 (42.2)
1,037,556 2.8 907,111 2.7 994,263 3.1 806,206 2.5 9.5
3,096,253 8.4 2,872,108 8.5 2,596,396 8.2 2,461,532 7.7 8.2
$37,029,184 100.0 $33,628,974 100.0 $31,831,592 100.0 $32,044,869 100.0 7.1
$22,314,924 $22,373,392 $22,830,735 $22,519,243 3.1
</TABLE>

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

SUMMARY OF OPERATIONS (thousands)

<TABLE>
<CAPTION>
1996 1995
Amount % Amount %
<S> <C> <C> <C> <C>
INTEREST INCOME........................................................... $3,227,314 80.4 $3,019,730 80.4

INTEREST EXPENSE.......................................................... 1,672,602 41.7 1,579,107 42.0

NET INTEREST INCOME....................................................... 1,554,712 38.7 1,440,623 38.4
Provision for loan losses................................................. 149,911 3.7 103,791 2.8
Net interest income after provision for loan losses....................... 1,404,801 35.0 1,336,832 35.6

OTHER INCOME
Service charges on deposit accounts....................................... 242,368 6.0 209,113 5.6
Fees for trust services................................................... 137,841 3.4 130,521 3.5
Credit card income........................................................ 139,138 3.5 124,282 3.3
Electronic banking........................................................ 48,106 1.2 34,479 .9
Investment fee income..................................................... 42,478 1.1 26,953 .7
Mortgage fee income....................................................... 16,984 .4 23,320 .6
Trading account profits (losses).......................................... 22,819 .6 25,698 .7
Student loan servicing.................................................... -- -- -- --
Other operating income.................................................... 134,180 3.3 105,735 2.8
Total other operating revenue........................................ 783,914 19.5 680,101 18.1
Gain on sale of mortgage servicing portfolio.............................. -- -- 79,025 2.1
Gain on sale of subsidiary................................................ -- -- -- --
Investment securities gains (losses)...................................... 3,736 .1 (23,494) (.6)
Total other income................................................... 787,650 19.6 735,632 19.6

OTHER EXPENSE
Salaries.................................................................. 543,227 13.5 498,730 13.3
Employee benefits......................................................... 111,298 2.8 101,596 2.7
Total personnel expense.............................................. 654,525 16.3 600,326 16.0
Net occupancy expense..................................................... 89,582 2.2 87,105 2.3
Equipment expense......................................................... 114,861 2.9 109,701 2.9
Other operating expense................................................... 398,581 9.9 406,464 10.9
Total other expense.................................................. 1,257,549 31.3 1,203,596 32.1

Income before income taxes................................................ 934,902 23.3 868,868 23.1
Applicable income taxes (2)............................................... 290,345 7.2 266,325 7.1

NET INCOME................................................................ $ 644,557 16.1 $ 602,543 16.0

Net income per common share:
Primary................................................................. $ 3.81 $ 3.50
Fully diluted........................................................... $ 3.80 $ 3.49

Cash dividends paid per common share...................................... $ 1.52 $ 1.38

Average shares outstanding:
Primary (3)............................................................. 169,094 172,089
Fully diluted (4)....................................................... 169,827 172,957
</TABLE>

(1) Percentages reflected above are based on
total income (interest plus other).
(2) Income taxes applicable to securities
transactions were as follows:
1996 -- $1,522; 1995 -- ($8,576);
1994 -- $1,328; 1993 -- $7,472;
1992 -- $470; and
1991 -- $3,997.
(3) Average primary shares outstanding include
common equivalent shares as follows:
1996 -- 1,839; 1995 -- 1,454;
1994 -- 1,229; 1993 -- 1,668;
1992 -- 1,878; and 1991 -- 1,640.
(4) Average fully diluted shares outstanding
include dilutive common stock options and
awards and convertible debentures and
notes as follows: 1996 -- 2,572;
1995 -- 2,322; 1994 -- 1,841;
1993 -- 2,925; 1992 -- 4,749; and
1991 -- 5,377.

<PAGE>

<TABLE>
<CAPTION>
Five-Year
1994 1993 1992 1991 Compound
Amount % Amount % Amount % Amount % Growth Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$2,362,294 79.5 $2,122,837 77.2 $2,222,078 80.0 $2,637,015 84.0 4.1%

1,038,388 34.9 839,012 30.5 967,028 34.8 1,467,849 46.8 2.6

1,323,906 44.6 1,283,825 46.7 1,255,050 45.2 1,169,166 37.2 5.9
71,763 2.4 92,652 3.4 119,420 4.3 293,000 9.3 (12.5)
1,252,143 42.2 1,191,173 43.3 1,135,630 40.9 876,166 27.9 9.9

196,149 6.7 202,885 7.4 189,537 6.8 170,827 5.4 7.2
128,100 4.3 120,030 4.4 109,504 3.9 102,665 3.3 6.1
111,925 3.8 101,780 3.7 78,068 2.8 62,814 2.0 17.2
24,683 .8 14,840 .5 12,936 .5 10,590 .3 35.4
14,092 .5 16,619 .6 13,013 .5 13,302 .4 26.1
33,224 1.1 39,101 1.4 40,078 1.5 28,608 .9 (9.9)
9,502 .3 22,445 .8 (2,916) (.1) 17,846 .6 5.0
-- -- 5,535 .2 33,250 1.2 31,470 1.0 (100.0)
86,757 2.9 76,944 2.8 61,772 2.2 52,056 1.7 20.8
604,432 20.4 600,179 21.8 535,242 19.3 490,178 15.6 9.8
-- -- -- -- -- -- -- --
-- -- 8,030 .3 19,486 .7 -- --
3,320 .1 19,394 .7 1,497 .0 11,091 .4 (19.6)
607,752 20.5 627,603 22.8 556,225 20.0 501,269 16.0 9.5

464,790 15.7 455,621 16.6 451,193 16.2 443,273 14.1 4.2
98,717 3.3 113,059 4.1 88,630 3.2 81,216 2.6 6.5
563,507 19.0 568,680 20.7 539,823 19.4 524,489 16.7 4.5
80,911 2.7 82,070 3.0 80,673 2.9 75,729 2.4 3.4
106,508 3.6 102,246 3.7 100,916 3.6 99,569 3.2 2.9
347,487 11.7 378,240 13.7 374,240 13.5 396,730 12.7 .1
1,098,413 37.0 1,131,236 41.1 1,095,652 39.4 1,096,517 35.0 2.8

761,482 25.7 687,540 25.0 596,203 21.5 280,918 8.9 27.2
222,424 7.5 195,445 7.1 162,978 5.9 51,378 1.6 41.4

$ 539,058 18.2 $ 492,095 17.9 $ 433,225 15.6 $ 229,540 7.3 22.9

$ 3.13 $ 2.83 $ 2.51 $ 1.34 23.2
$ 3.12 $ 2.81 $ 2.48 $ 1.32 23.5

$ 1.23 $ 1.11 $ 1.00 $ .92 10.6

172,339 173,941 172,641 171,481 (.3)
172,951 175,198 175,512 175,218 (.6)
</TABLE>

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

NET INTEREST INCOME -- TAXABLE EQUIVALENT (thousands)

<TABLE>
<CAPTION>
1996 1995
Amount % Amount %
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans:
Commercial............................................................... $ 693,947 21.0 $ 681,206 21.8
Tax-exempt............................................................... 181,279 5.5 193,080 6.2
Total commercial.................................................... 875,226 26.5 874,286 28.0
Direct retail............................................................ 71,369 2.2 67,803 2.2
Indirect retail.......................................................... 212,611 6.4 200,818 6.4
Credit card.............................................................. 504,224 15.3 488,158 15.7
Other revolving credit................................................... 43,235 1.3 43,390 1.4
Total retail........................................................ 831,439 25.2 800,169 25.7
Construction............................................................. 72,015 2.2 62,823 2.0
Commercial mortgages..................................................... 344,460 10.4 316,956 10.2
Residential mortgages.................................................... 371,311 11.3 335,907 10.8
Total real estate................................................... 787,786 23.9 715,686 23.0
Lease financing.......................................................... 61,110 1.9 23,598 .8
Foreign.................................................................. 32,098 1.0 22,610 .7
Total loans......................................................... 2,587,659 78.5 2,436,349 78.2
Investment securities:
Held-to-maturity:
State and municipal.................................................... 30,501 .9 50,192 1.6
Other investments...................................................... 96,509 2.9 271,292 8.7
Total securities held-to-maturity................................... 127,010 3.8 321,484 10.3
Available-for-sale:
Other investments...................................................... 487,521 14.8 283,989 9.1
Total investment securities......................................... 614,531 18.6 605,473 19.4
Interest-bearing bank balances............................................. 33,106 1.0 9,121 .3
Federal funds sold and securities purchased under resale agreements........ 11,573 .4 7,234 .2
Trading account assets..................................................... 50,362 1.5 60,326 1.9
Total interest income............................................... 3,297,231 100.0 3,118,503 100.0
INTEREST EXPENSE
Interest-bearing demand.................................................... 47,166 1.4 59,016 1.9
Savings and money market savings........................................... 273,832 8.3 240,328 7.7
Savings certificates....................................................... 369,885 11.2 370,290 11.9
Large denomination certificates............................................ 135,737 4.1 111,944 3.6
Total time deposits in domestic offices............................. 826,620 25.0 781,578 25.1
Time deposits in foreign offices........................................... 54,942 1.7 41,876 1.3
Total time deposits................................................. 881,562 26.7 823,454 26.4
Federal funds purchased and securities sold under repurchase agreements.... 335,290 10.2 316,759 10.2
Commercial paper........................................................... 29,051 .9 27,807 .9
Other short-term borrowed funds............................................ 66,753 2.0 122,441 3.9
Total short-term borrowed funds..................................... 431,094 13.1 467,007 15.0
Bank notes................................................................. 261,174 7.9 219,035 7.0
Other long-term debt....................................................... 98,772 3.0 69,611 2.2
Total long-term debt................................................ 359,946 10.9 288,646 9.2
Total interest expense.............................................. 1,672,602 50.7 1,579,107 50.6
NET INTEREST INCOME........................................................ $1,624,629 49.3 $1,539,396 49.4
Percentage of interest-earning assets:
Interest income.......................................................... 8.16% 8.43%
Interest expense......................................................... 4.14 4.27
Net interest income................................................. 4.02% 4.16%
Taxable equivalent adjustment included in interest income:
Loans.................................................................... $ 43,001 $ 51,430
Investment securities.................................................... 24,875 43,126
Trading account assets................................................... 2,041 4,217
Total (2)........................................................... $ 69,917 $ 98,773
</TABLE>

(1) Percentages reflected above are based on total interest income.

(2) The taxable equivalent adjustment for 1996, 1995, 1994 and 1993 reflects the
federal income tax rate of 35% and state tax rates, as applicable, reduced
by the nondeductible portion of interest expense; the taxable equivalent
adjustment for prior years reflects the federal income tax rate of 34%.

<PAGE>

<TABLE>
<CAPTION>
Five-Year
1994 1993 1992 1991 Compound
Amount % Amount % Amount % Amount % Growth Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 444,395 18.0 $ 327,729 14.8 $ 349,868 15.2 $ 502,100 18.4 6.7%
176,701 7.2 171,163 7.7 173,158 7.5 206,099 7.5 (2.5)
621,096 25.2 498,892 22.5 523,026 22.7 708,199 25.9 4.3
61,054 2.5 59,455 2.7 77,850 3.4 97,655 3.6 (6.1)
190,444 7.7 189,143 8.5 191,594 8.3 209,985 7.7 .2
389,763 15.8 304,502 13.7 257,885 11.2 259,773 9.5 14.2
38,556 1.6 36,580 1.6 37,538 1.6 38,106 1.4 2.6
679,817 27.6 589,680 26.5 564,867 24.5 605,519 22.2 6.5
45,988 1.9 35,034 1.6 40,441 1.8 95,503 3.5 (5.5)
259,077 10.5 232,688 10.5 243,861 10.6 273,371 10.0 4.7
287,922 11.7 305,965 13.8 320,363 13.9 370,733 13.6 .0
592,987 24.1 573,687 25.9 604,665 26.3 739,607 27.1 1.3
13,563 .6 12,051 .5 11,830 .5 12,990 .5 36.3
6,162 .2 3,318 .1 3,760 .2 6,775 .2 36.5
1,913,625 77.7 1,677,628 75.5 1,708,148 74.2 2,073,090 75.9 4.5
75,069 3.1 85,854 3.8 96,649 4.2 109,607 4.0 (22.6)
234,557 9.5 414,485 18.7 406,274 17.7 416,668 15.3 (25.4)
309,626 12.6 500,339 22.5 502,923 21.9 526,275 19.3 (24.7)
194,576 7.9 -- -- -- -- -- --
504,202 20.5 500,339 22.5 502,923 21.9 526,275 19.3 3.1
597 .0 2,905 .1 12,772 .6 26,974 1.0 4.2
7,682 .3 12,433 .6 17,038 .7 35,537 1.3 (20.1)
36,348 1.5 28,433 1.3 60,444 2.6 70,049 2.5 (6.4)
2,462,454 100.0 2,221,738 100.0 2,301,325 100.0 2,731,925 100.0 3.8

55,088 2.2 60,433 2.7 72,548 3.1 95,809 3.5 (13.2)
164,461 6.7 151,748 6.8 189,699 8.2 275,951 10.1 (.2)
227,060 9.2 240,795 10.8 324,063 14.1 475,012 17.4 (4.9)
70,305 2.9 90,101 4.1 148,931 6.5 221,992 8.1 (9.4)
516,914 21.0 543,077 24.4 735,241 31.9 1,068,764 39.1 (5.0)
22,318 .9 14,503 .7 15,646 .7 16,834 .6 26.7
539,232 21.9 557,580 25.1 750,887 32.6 1,085,598 39.7 (4.1)
224,089 9.1 127,580 5.8 115,939 5.1 202,299 7.4 10.6
19,880 .8 14,693 .7 16,629 .7 19,985 .7 7.8
28,603 1.2 31,574 1.4 58,420 2.5 146,918 5.4 (14.6)
272,572 11.1 173,847 7.9 190,988 8.3 369,202 13.5 3.1
171,968 7.0 69,785 3.1 13,183 .6 -- --
54,616 2.2 37,800 1.7 11,970 .5 13,049 .5 49.9
226,584 9.2 107,585 4.8 25,153 1.1 13,049 .5 94.1
1,038,388 42.2 839,012 37.8 967,028 42.0 1,467,849 53.7 2.6
$1,424,066 57.8 $1,382,726 62.2 $1,334,297 58.0 $1,264,076 46.3 5.1
7.51% 7.46% 8.19% 9.63%
3.17 2.82 3.44 5.17
4.34% 4.64% 4.75% 4.46%
$ 49,543 $ 50,178 $ 44,760 $ 54,882
47,949 46,613 33,787 39,245
2,668 2,110 700 783
$ 100,160 $ 98,901 $ 79,247 $ 94,910
</TABLE>

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

STATISTICAL SUMMARY

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
AVERAGE YIELDS EARNED (taxable equivalent)
Loans:
Commercial..................................................... 7.05% 7.44% 6.03% 5.29% 5.96% 8.21%
Tax-exempt..................................................... 8.88 9.81 8.99 9.05 8.67 9.95
Total commercial............................................ 7.37 7.86 6.66 6.17 6.65 8.65
Direct retail.................................................. 9.41 9.23 8.30 8.68 11.32 12.89
Indirect retail................................................ 8.29 8.22 7.77 8.42 9.55 10.55
Credit card.................................................... 11.99 12.35 11.05 11.75 14.53 16.66
Other revolving credit......................................... 12.20 12.61 11.55 11.15 11.63 12.73
Total retail................................................ 10.55 10.71 9.65 10.08 11.79 13.14
Construction................................................... 8.92 9.82 9.26 7.45 7.78 9.36
Commercial mortgages........................................... 8.30 8.62 7.72 7.39 7.96 9.39
Residential mortgages.......................................... 8.39 8.36 7.78 8.10 8.89 10.15
Total real estate........................................... 8.40 8.59 7.85 7.76 8.42 9.75
Lease financing................................................ 9.44 8.73 7.83 8.90 10.01 10.43
Foreign........................................................ 7.02 7.43 5.70 4.35 5.20 7.79
Total loans................................................. 8.55 8.86 7.90 7.79 8.53 10.07
Held-to-maturity securities:
State and municipal securities................................. 11.15 11.84 12.53 12.46 12.38 12.48
Other investments.............................................. 8.05 7.26 6.96 6.53 7.50 8.49
Available-for-sale securities:
Other investments.............................................. 6.83 6.79 5.24 -- -- --
Total investment securities................................. 7.14 7.26 6.56 7.11 8.11 9.10
Interest-bearing bank balances................................... 7.92 7.93 4.58 3.71 4.24 6.48
Federal funds sold and securities purchased
under resale agreements........................................ 5.45 5.93 3.91 3.15 3.52 5.95
Trading account assets........................................... 5.58 6.59 5.28 3.94 5.61 7.19
Total interest-earning assets............................... 8.16 8.43 7.51 7.46 8.19 9.63

AVERAGE RATES PAID
Interest-bearing demand.......................................... 1.43% 1.81% 1.63% 1.88% 2.55% 4.07%
Savings and money market savings................................. 3.58 3.67 2.69 2.53 3.26 5.19
Savings certificates............................................. 5.69 5.70 4.26 4.30 5.23 6.92
Large denomination certificates.................................. 5.94 5.85 4.47 5.18 5.74 7.16
Total time deposits in domestic offices..................... 4.19 4.29 3.15 3.28 4.21 6.06
Time deposits in foreign offices................................. 5.28 5.59 4.32 3.11 3.70 5.81
Total time deposits......................................... 4.24 4.34 3.18 3.28 4.20 6.06
Federal funds purchased and securities sold
under repurchase agreements.................................... 5.41 6.02 4.44 3.23 3.73 5.78
Commercial paper................................................. 4.88 5.51 3.94 3.02 3.54 5.74
Other short-term borrowed funds.................................. 5.49 6.03 4.24 3.25 4.23 6.58
Total short-term borrowed funds............................. 5.38 5.99 4.37 3.22 3.85 6.07
Bank notes....................................................... 5.75 5.67 4.88 4.54 4.83 --
Other long-term debt............................................. 6.47 6.70 6.60 7.03 6.80 7.35
Total long-term debt........................................ 5.93 5.89 5.21 5.19 5.61 7.35
Total interest-bearing liabilities.......................... 4.80 4.99 3.77 3.43 4.15 6.07

Interest rate spread............................................. 3.36% 3.44% 3.74% 4.03% 4.04% 3.56%
Net yield on interest-earning assets............................. 4.02% 4.16% 4.34% 4.64% 4.75% 4.46%

RATIOS (averages)
Shareholders' equity to:
Total assets................................................... 8.09% 8.22% 8.36% 8.54% 8.16% 7.68%
Net loans...................................................... 12.26 12.58 13.01 13.58 13.21 12.13
Deposits....................................................... 13.95 14.06 13.88 12.84 11.37 10.93
Equity and long-term debt...................................... 37.60 41.03 41.58 58.07 85.27 93.27
Return on assets................................................. 1.43 1.45 1.46 1.46 1.36 .72
Return on shareholders' equity................................... 17.62 17.67 17.41 17.13 16.69 9.33
Return on deposits............................................... 2.46 2.48 2.42 2.20 1.90 1.02
Dividends paid as a percentage of net income..................... 39.48 39.08 39.05 38.91 39.42 63.78
</TABLE>

<PAGE>
WACHOVIA CORPORATION AND SUBSIDIARIES

YEAR-END INFORMATION

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
CONDENSED BALANCE SHEET (millions)
Cash and due from banks.................................... $ 3,368 $ 2,692 $ 2,670 $ 2,529 $ 2,628 $ 2,475
Interest-bearing bank balances............................. 28 451 7 13 189 408
Federal funds sold and securities
purchased under resale agreements........................ 179 144 202 691 479 546
Trading account assets..................................... 1,186 1,115 890 789 896 1,445
Investment securities:
Available-for-sale....................................... 6,761 7,410 3,538 -- -- --
Held-to-maturity......................................... 1,352 1,620 4,185 7,879 6,486 6,265
Loans and net leases....................................... 31,291 29,270 25,899 22,986 21,097 20,643
Less unearned income on loans.............................. 8 9 8 9 11 26
Total loans............................................ 31,283 29,261 25,891 22,977 21,086 20,617
Less allowance for loan losses............................. 409 409 406 405 380 360
Net loans.............................................. 30,874 28,852 25,485 22,572 20,706 20,257
Premises and equipment..................................... 644 628 543 503 444 435
Other assets............................................... 2,513 2,069 1,668 1,550 1,539 1,327
Total assets........................................... $46,905 $44,981 $39,188 $36,526 $33,367 $33,158
Deposits in domestic offices............................... $26,065 $25,608 $22,153 $22,545 $22,856 $22,602
Deposits in foreign offices................................ 1,185 761 916 807 519 404
Total deposits......................................... 27,250 26,369 23,069 23,352 23,375 23,006
Federal funds purchased and securities
sold under repurchase agreements......................... 6,298 5,850 5,898 4,741 3,714 4,002
Commercial paper........................................... 706 502 407 589 387 398
Other short-term borrowed funds............................ 967 1,721 1,007 1,091 849 2,201
Bank notes................................................. 4,308 4,088 3,953 2,370 758 --
Other long-term debt....................................... 2,159 1,335 838 591 439 171
Other liabilities.......................................... 1,455 1,342 729 774 1,070 896
Shareholders' equity....................................... 3,762 3,774 3,287 3,018 2,775 2,484
Total liabilities and shareholders' equity............. $46,905 $44,981 $39,188 $36,526 $33,367 $33,158
LOAN PORTFOLIO (millions)
Domestic borrowers:
Commercial............................................... $ 9,662 $ 9,753 $ 8,378 $ 6,727 $ 6,365 $ 6,396
Tax exempt............................................... 1,937 2,238 1,810 1,959 1,952 1,993
Direct retail............................................ 782 755 750 716 673 723
Indirect retail.......................................... 2,491 2,544 2,340 2,429 2,109 1,983
Credit card.............................................. 4,819 3,918 3,969 3,123 2,216 1,671
Other revolving credit................................... 359 354 343 333 327 302
Construction............................................. 980 746 553 494 464 637
Commercial mortgages..................................... 4,349 3,855 3,484 3,199 3,119 3,066
Residential mortgages.................................... 4,645 4,214 3,821 3,767 3,663 3,660
Lease financing, net..................................... 823 494 189 157 125 116
Total.................................................. 30,847 28,871 25,637 22,904 21,013 20,547
Foreign borrowers:
Commercial and industrial................................ 436 390 254 73 73 56
Banks and other financial institutions................... -- -- -- -- -- 7
Governments and official institutions.................... -- -- -- -- -- 7
Total.................................................. 436 390 254 73 73 70
Total loans............................................ $31,283 $29,261 $25,891 $22,977 $21,086 $20,617
LOAN PORTFOLIO (percentages)
Commercial................................................. 37.1 41.0 39.4 37.8 39.4 40.7
Credit card................................................ 15.4 13.4 15.3 13.6 10.5 8.1
Other revolving credit..................................... 1.1 1.2 1.3 1.4 1.6 1.5
Other retail............................................... 10.5 11.3 11.9 13.7 13.2 13.1
Real estate................................................ 31.9 30.1 30.4 32.5 34.4 35.7
Lease financing............................................ 2.6 1.7 .7 .7 .6 .6
Foreign.................................................... 1.4 1.3 1.0 .3 .3 .3
Total.................................................. 100.0 100.0 100.0 100.0 100.0 100.0
</TABLE>

<PAGE>
STOCK DATA

The following charts present high and low trading ranges for
the corporation's common stock, price to earnings ratios and data
on cash dividends per share and cash dividend payouts for the most
recent six years. Stock price trading ranges and price to earnings
ratios for the most recent eight quarters also are provided.
The Five-Year Total Return chart compares Wachovia, the S&P
500 Index and the Keefe, Bruyette & Woods (KBW) 50 Total Return
Index in stock price appreciation and dividends, assuming
quarterly reinvestment, from the base period December 31, 1991
through year-end 1996. The KBW 50 Index is a market capitalization
weighted measure of total return for 50 of the largest U.S.
banking

Common Stock Price Range* NYSE Symbol: WB

91 92 93 94 95 96
30 34 3/4 40 1/2 35 3/8 48 1/4 60 1/4
20 1/4 28 1/4 31 7/8 30 1/8 32 39 5/8

*Prices represent those of Wachovia Corporation prior to merger.

Cash Dividends Per Share*
Five-year compound growth rate = 10.6%

91 92 93 94 95 96
.92 1.00 1.11 1.23 1.38 1.52

*Dividends per share represent those paid by Wachovia
Corporation prior to merger.

Common Stock Price/Earnings Ratio*

91 92 93 94 95 96
22.4 13.8 14.3 11.3 13.8 15.8
15.1 11.3 11.3 9.6 9.1 10.4

*Figures based on high and low common stock prices for each year and annual
net income per primary share.

Cash Dividend Payout*
(millions)

91 92 93 94 95 96
63.8% 39.4% 38.9% 39.1% 39.1% 39.5%

% Payout ratio (total dividends as a percentage of net income)
* Dividends include amounts paid by pooled companies.

COMMON STOCK DATA -- PER SHARE TABLE 19

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C>
Market value:
End of year................................. $56 1/2 $45 3/4 $32 1/4 $33 1/2 $34 1/8 $ 29
High........................................ 60 1/4 48 1/4 35 3/8 40 1/2 34 3/4 30
Low......................................... 39 5/8 32 30 1/8 31 7/8 28 1/4 20 1/4
Book value.................................... 22.96 22.15 19.23 17.61 16.18 14.56
Dividend...................................... 1.52 1.38 1.23 1.11 1.00 .92
Price/earnings ratio*......................... 14.8X 13.1x 10.3x 11.8x 13.6x 21.7x
</TABLE>

*Based on end-of-year stock price and net income per primary share

<PAGE>
companies including all money-center and most regional banks.
Wachovia's common stock is listed on the New York Stock
Exchange under the trading symbol of WB. The corporation is a
member of the Standard & Poor's 500 Index of stocks and the S&P
500 Major Regional Banks Industry Group.

Quarterly Common Stock Price Range

1995

1st Q 2nd Q 3rd Q 4th Q
36 1/2 37 7/8 45 48 1/4
32 34 1/4 35 3/8 43 1/8

1996

1st Q 2nd Q 3rd Q 4th Q
48 3/8 46 1/4 49 7/8 60 1/4
41 1/4 40 7/8 39 5/8 48 3/4

Quarterly Common Stock Price/Earnings Ratios*

1995

1st Q 2nd Q 3rd Q 4th Q
11.3 11.1 12.9 13.8
9.9 10.1 10.2 12.3

1996

1st Q 2nd Q 3rd Q 4th Q
13.7 13.1 13.7 15.8
11.7 11.5 10.9 12.8

*Figures based on high and low common stock prices for cash period and net
income per primary share for the 12 months ended on the last day of each
period.

Five Year Total Return*

91 92 93 94 95 96

Wachovia
S&P 500 (Customer to fill in plot points)
KBW 50 Index

*Base period 12/31/91 = 100. Dividends reinvested. Data for the KBW
50 Index is weighted by market capitalization.

<PAGE>

Historical Comparative Data

Six-year historical comparative data for Wachovia Corporation
and the median of the 25 largest U.S. bank holding companies based
on assets as of each year-end is presented in the following
charts. The median is representative of the typical bank holding
company within the comparison group. All data is as originally
reported, not restated for pooling-of-interest mergers or
acquisitions.

Return on Assets
(average)

91 92 93 94 95 96
Wachovia .72 1.36 1.46 1.46 1.45 1.43
25 Largest U.S. Banks (median) .72 .90 1.20 1.21 1.21 1.29

Return on Common Equity
(average)

91 92 93 94 95 96
Wachovia 9.33 16.69 17.13 17.41 17.67 17.62
25 Largest U.S. Banks (median) 10.49 14.18 16.94 16.10 16.77 17.02

Common Equity to Assets
(average)

91 92 93 94 95 96
Wachovia 7.68 8.16 8.54 8.36 8.22 8.09
25 Largest U.S. Banks (median) 5.13 6.16 6.57 6.86 7.00 7.47

Net Interest Income* as a Percentage
of Average Earnings Assets

91 92 93 94 95 96
Wachovia 4.46 4.75 4.64 4.34 4.16 4.02
25 Largest U.S. Banks (median) 3.93 4.44 4.48 4.34 4.45 4.36

*Taxable equivalent

Noninterest Expense as a Percentage
of Total Adjusted Revenues*

91 92 93 94 95 96
Wachovia 62.51 58.61 57.05 54.15 54.23 52.21
25 Largest U.S. Banks (median) 67.40 64.85 62.54 61.88 61.72 60.91

*Excluding mortgage servicing portfolio
sale, subsidiary sale and securities transactions

Net Loan Losses to Average Loans

91 92 93 94 95 96
Wachovia .99 .48 .31 .29 .37 .49
25 Largest U.S. Banks (median) 1.55 1.25 .75 .39 .44 .53

Nonperforming Assets to Year-End
Loans and Foreclosed Property

91 92 93 94 95 96
Wachovia 1.50 1.25 .67 .39 .24 .25
25 Largest U.S. Banks (median) 4.78 3.09 1.90 1.03 .80 .76

<PAGE>

<PAGE>
MEMBER COMPANY DIRECTORS

WACHOVIA BANK OF GEORGIA, N.A.

D. GARY THOMPSON
President and
Chief Executive Officer

G. JOSEPH PRENDERGAST
Chairman of the Board

F. DUANE ACKERMAN
Vice Chairman and
Chief Operating Officer
BellSouth Corporation

L. M. BAKER, JR.
President and
Chief Executive Officer
Wachovia Corporation

CARL BOLCH, JR.
Chairman of the Board and
Chief Executive Officer
Racetrac Petroleum, Inc.

JAMES E. BOSTIC, JR.
Senior Vice President
Environmental, Government Affairs
and Communications
Georgia-Pacific Corporation

MICHAEL C. CARLOS
Chairman of the Board and
Chief Executive Officer
National Distributing Co., Inc.

DAN T. CATHY
President
Chick-fil-A International

G. STEPHEN FELKER
Chairman of the Board and
Chief Executive Officer
Avondale Mills, Inc.

BRYAN D. LANGTON
(Advisory Director)
Chairman of the Board and
Chief Executive Officer
Holiday Inn Worldwide

BERNARD MARCUS
Chairman of the Board and
Chief Executive Officer
The Home Depot, Inc.

JAMES F. MCDONALD
President and
Chief Executive Officer
Scientific-Atlanta, Inc.

DANIEL W. MCGLAUGHLIN
President and
Chief Executive Officer
Equifax Inc.

D. Raymond Riddle
Retired Chairman of the Board
National Service Industries, Inc.

S. Stephen Selig III
Chairman of the Board
and President
Selig Enterprises, Inc.

Alana S. Shepherd
Secretary of the Board
Shepherd Center, Inc.

Wachovia Bank of North Carolina, N.A.

J. Walter McDowell
President and
Chief Executive Officer

L. M. Baker, Jr.
Chairman of the Board

Thomas M. Belk, Jr.
Senior Vice President
Belk Stores Services, Inc.

H. C. Bissell
Chairman of the Board and
Chief Executive Officer
The Bissell Companies, Inc.

Felton J. Capel
Chairman of the Board
and President
Century Associates of
North Carolina

William Cavanaugh, III
President and
Chief Executive Officer
Carolina Power & Light Company

Bert Collins
President and
Chief Executive Officer
North Carolina Mutual
Life Insurance Company

John D. Correnti
President and
Chief Executive Officer
Nucor Corporation

Richard L. Daugherty
Retired IBM Vice President
Executive Director
NCSU Research Corporation

George W. Henderson
President and
Chief Executive Officer
Burlington Industries, Inc.

Estell C. Lee
Chairman of the Board
and President
The Lee Company

John O. McNairy
Chief Executive Officer
Harvey Enterprises
and Affiliates

G. Joseph Prendergast
Executive Vice President
Wachovia Corporation

Andrew J. Schindler
President and
Chief Executive Officer
R.J. Reynolds Tobacco Company

Robert L. Tillman
President and
Chief Executive Officer
Lowe's Companies, Inc.

John F. Ward
Retired Senior Vice President
Sara Lee Corporation
President
J.F. Ward Group, Inc.

Anderson D. Warlick
President and
Chief Operating Officer
Parkdale Mills, Inc.

David J. Whichard, II
Chairman
The Daily Reflector

Wachovia Bank of South Carolina, N.A.

Will B. Spence, Jr.
President and
Chief Executive Officer

G. Joseph Prendergast
Chairman of the Board

L. M. Baker, Jr.
President and
Chief Executive Officer
Wachovia Corporation

Charles J. Bradshaw
President
Bradshaw Investments, Inc.

Frank W. Brumley
President
The Brumley Company

W. T. Cassels, Jr.
Chairman of the Board
Southeastern Freight Lines, Inc.

Frederick B. Dent, Jr.
President
Mayfair Mills, Inc.

James G. Lindley
Chairman Emeritus

Joe A. Padgett
Retired Executive Vice President
Wachovia Bank of South Carolina, N.A.

W. M. Self
President and
Chief Executive Officer
Greenwood Mills, Inc.

Robert S. Small, Jr.
President
AVTEX Properties, Inc.

William G. Taylor
President
The Springs Company

Beatrice R. Thompson, Ph.D.
Coordinator of Psychological Services
Anderson School District Five

William B. Timmerman
President
SCANA Corporation

<PAGE>
WACHOVIA CORPORATION DIRECTORS AND OFFICERS

DIRECTORS

L.M. BAKER, JR.
President and
Chief Executive Officer

JOHN G. MEDLIN, JR.
Chairman of the Board

RUFUS C. BARKLEY, JR.
Chairman
Cameron & Barkley Company

JOHN L. CLENDENIN
Chairman of the Board
BellSouth Corporation

LAWRENCE M. GRESSETTE, JR.
Chairman and
Chief Executive Officer
SCANA Corporation

THOMAS K. HEARN, JR.
President
Wake Forest University

W. HAYNE HIPP
President and
Chief Executive Officer
The Liberty Corporation

ROBERT M. HOLDER, JR.
Chairman of the Board
Holder Corporation

DONALD R. HUGHES
Consultant and Retired
Vice Chairman of the Board
Burlington Industries, Inc.

JAMES W. JOHNSTON
President and
Chief Executive Officer
Stonemarker Enterprises, Inc.

WYNDHAM ROBERTSON
Writer and Retired
Vice President, Communications
University of North Carolina

HERMAN J. RUSSELL
Chairman of the Board
H.J. Russell & Company

SHERWOOD H. SMITH, JR.
Chairman of the Board
Carolina Power & Light Company

CHARLES MCKENZIE TAYLOR
Chairman of the Board
Taylor & Mathis, Inc.

JOHN C. WHITAKER, JR.
Chairman and
Chief Executive Officer
Inmar Enterprises, Inc.

Principal Corporate Officers

L.M. Baker, Jr.
President and
Chief Executive Officer

Mickey W. Dry
Executive Vice President
Chief Credit Officer

Hugh M. Durden
Executive Vice President
Corporate Services

Walter E. Leonard, Jr.
Executive Vice President
Operations/Technology

Kenneth W. McAllister
Executive Vice President
General Counsel/Administrative

Robert S. McCoy, Jr.
Executive Vice President
Chief Financial Officer

G. Joseph Prendergast
Executive Vice President
General Banking

Richard B. Roberts
Executive Vice President
Treasurer
76

<PAGE>
SHAREHOLDER INFORMATION

CORPORATE HEADQUARTERS

Wachovia Corporation
100 North Main Street 191 Peachtree Street, NE
Winston-Salem, NC 27150 Atlanta, GA 30303

CORPORATE MAILING ADDRESSES AND TELEPHONE NUMBERS

Wachovia Corporation
P. O. Box 3099 P.O. Box 4148
Winston-Salem, NC 27150 Atlanta, GA 30302
910-770-5000 404-332-5000

NOTICE OF ANNUAL MEETING

The Annual Meeting of Shareholders of Wachovia Corporation will be
held Friday, April 25, 1997 at 10:30 a.m., in the Wachovia Center,
100 North Main Street, Winston-Salem, NC. All shareholders are
invited to attend.

COMMON STOCK

The common stock of the Corporation is traded on the New York
Stock Exchange with a ticker symbol of WB.

TRANSFER AGENT

<TABLE>
<CAPTION>
<S> <C>
Wachovia Bank of North Carolina, N.A. Correspondence should be sent to the following:
Winston-Salem, NC 27102 Wachovia Shareholder Services
1-800-633-4236 P.O. Box 8218
Boston, MA 02266-8218
</TABLE>

SHAREHOLDER ACCOUNT ASSISTANCE

Shareholders who wish to change the name, address or ownership of
stock, report lost certificates, eliminate duplicate mailings of
financial material or for other account reregistration procedures
and assistance should contact the Transfer Agent at the address or
phone number above. Use of your shareholder account number and a
daytime phone number in all correspondence will be appreciated.

DIVIDEND SERVICES

DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN -- The plan
provides common stockholders of record a regular way of investing
cash dividends in additional shares at an average market price
and/or investing optional cash payments without payment of
brokerage commissions or service charges.

DIRECT DEPOSIT OF CASH DIVIDENDS -- Direct deposit is a safe, fast
and timesaving method of receiving cash dividends through
automatic deposit on the date of payment to a checking, savings or
money market account at any financial institution which
participates in an Automated Clearing House.

Information regarding these services can be obtained by contacting
the Transfer Agent or Wachovia Shareholder Services at the address
or phone number below.

WACHOVIA SHAREHOLDER SERVICES CONTACT

H. Jo Barlow Wachovia Corporation
Shareholder Services P.O. Box 3099
910-732-5787 Winston-Salem, NC 27150

FINANCIAL INFORMATION

Analysts, investors and others seeking financial information
should contact the following either by phone or in writing to the
corporate mailing address in Winston-Salem.

Robert S. McCoy, Jr. James C. Mabry
Chief Financial Officer Investor Relations
910-732-5926 910-732-5788

INDEPENDENT AUDITORS

Ernst & Young LLP, Winston-Salem, NC

EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements
(Form S-8: Nos. 33-34386, 33-15706, 33-44191, 333-02239, 33-54094, 33-53325;
Form S-3: Nos. 333-06319, 33-2232, 333-19365 of Wachovia Corporation and in the
related prospectuses of our report dated January 15, 1997, with respect to the
consolidated financial statements of Wachovia Corporation incorporated by
reference in this Annual Report (Form 10-K) for the year ended December 31,
1996.

Ernst & Young LLP

Winston-Salem, North Carolina
March 25, 1997

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned directors of Wachovia Corporation, and each of us,
do hereby make, constitute and appoint Kenneth W. McAllister and Alice
Washington Grogan, and each of them (either of whom may act without the consent
or joinder of the other), our attorneys-in-fact and agents with full power of
substitution for us and in our name, place and stead, in any and all capacities,
to execute for us and in our behalf the Annual Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1996 and any and all amendments to
the foregoing Report and any other documents and instruments incidental thereto,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as we might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents and/or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, we the undersigned have executed this Power of
Attorney this 24th day of January, 1997.

/s/ L. M. Baker, Jr. /s/ Rufus C. Barkley, Jr.
- ----------------------------- ----------------------------
L. M. Baker, Jr. Rufus C. Barkley, Jr.

/s/ John L. Clendenin /s/ Lawrence M. Gressette, Jr.
- ----------------------------- ------------------------------
John L. Clendenin Lawrence M. Gressette, Jr.

/s/ Thomas K. Hearn, Jr. /s/ W. Hayne Hipp
- ----------------------------- ------------------------------
Thomas K. Hearn, Jr. W. Hayne Hipp

/s/ Robert M. Holder, Jr. /s/ Donald R. Hughes
- ----------------------------- ------------------------------
Robert M. Holder, Jr. Donald R. Hughes

/s/ James W. Johnston /s/ John G. Medlin, Jr.
- ----------------------------- ------------------------------
James W. Johnston John G. Medlin, Jr.

/s/ Wyndham Robertson /s/ Herman J. Russell
- ----------------------------- ------------------------------
Wyndham Robertson Herman J. Russell

/s/ Sherwood H. Smith, Jr. /s/ Charles McKenzie Taylor
- ----------------------------- ------------------------------
Sherwood H. Smith, Jr. Charles McKenzie Taylor

/s/ John C. Whitaker, Jr.
- -----------------------------
John C. Whitaker, Jr.

<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 3,367,673
<INT-BEARING-DEPOSITS> 27,871
<FED-FUNDS-SOLD> 179,426
<TRADING-ASSETS> 1,185,688
<INVESTMENTS-HELD-FOR-SALE> 6,760,486
<INVESTMENTS-CARRYING> 1,352,091
<INVESTMENTS-MARKET> 1,423,555
<LOANS> 31,283,192
<ALLOWANCE> 409,297
<TOTAL-ASSETS> 46,904,515
<DEPOSITS> 27,250,122
<SHORT-TERM> 7,971,453
<LIABILITIES-OTHER> 1,454,207
<LONG-TERM> 6,466,901
0
0
<COMMON> 819,221
<OTHER-SE> 2,942,611
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<INTEREST-LOAN> 2,544,658
<INTEREST-INVEST> 589,656
<INTEREST-OTHER> 93,000
<INTEREST-TOTAL> 3,227,314
<INTEREST-DEPOSIT> 881,562
<INTEREST-EXPENSE> 1,672,602
<INTEREST-INCOME-NET> 1,554,712
<LOAN-LOSSES> 149,911
<SECURITIES-GAINS> 3,736
<EXPENSE-OTHER> 1,257,549
<INCOME-PRETAX> 934,902
<INCOME-PRE-EXTRAORDINARY> 644,557
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 644,557
<EPS-PRIMARY> 3.81
<EPS-DILUTED> 3.80
<YIELD-ACTUAL> 4.02
<LOANS-NON> 60,066
<LOANS-PAST> 58,842
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<ALLOWANCE-CLOSE> 409,297
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</TABLE>