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                                                               Exhibit 4(g)(iii)
                                SPECIMEN OF NOTE

This Security is a Book-Entry Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of the Depositary or a
nominee of the Depositary.

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS SECURITY MAY BE TRANSFERRED,
IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE
OF THE DEPOSITORY, TO THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.

THIS SECURITY IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF A BANK OR
NONBANK SUBSIDIARY OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY GOVERNMENTAL AGENCY.

                              WACHOVIA CORPORATION


                    6.925% Senior Notes due October 15, 2003

R-1                                                             CUSIP 929771AR4

                                                                    $300,000,000

     WACHOVIA CORPORATION, a North Carolina corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of THREE HUNDRED MILLION DOLLARS
($300,000,000) on October 15, 2003 (the "Maturity Date"), and to pay interest
thereon from October 13, 2000, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on April 15 and
October 15 in each year, commencing on April 15, 2001, at the rate of 6.925% per
annum, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the April 1 or October 1 next preceding the relevant Interest Payment Date
(whether or not a Business Day). Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either

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be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.

                 Payment of the principal of (and premium, if any) and interest
on this Security will be made at the offices or agencies of the Trustee
maintained for that purpose in New York, New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check drawn upon any Paying Agent
and mailed on or prior to an Interest Payment Date to the address of the Person
entitled thereto as such address shall appear in the Security Register.

                 Notwithstanding the foregoing, while the Securities of this
series are represented by one or more Book-Entry Securities registered in the
name of the Depositary or its nominee, the Company will cause payments of
principal of and interest on such Book-Entry Securities to be made to the
Depositary or its nominee, as the case may be, by wire transfer, to the extent,
in the funds and in the manner required by agreements with, or regulations or
procedures prescribed from time to time by, the Depositary or its nominee, and
otherwise in accordance with such agreements, regulations and procedures.

                 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

                 Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or through
an authenticating agent, by the manual signature of an authorized signer, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                   WACHOVIA CORPORATION


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:



[Seal]



Attest:


------------------------------
Name:
Title:


          This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                             THE CHASE MANHATTAN BANK,
                                               as Trustee


                                             By:
                                                 -------------------------------
                                                 Authorized Officer

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                                REVERSE OF NOTE

                              WACHOVIA CORPORATION

                    6.925% Senior Notes due October 15, 2003

          This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of August 15, 1996 (herein called the
"Indenture") between the Company and The Chase Manhattan Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$300,000,000.

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security of this series shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of the Indenture or of
this Security) payment of interest or principal need not be made at such Place
of Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

          The Securities of this series are not redeemable prior to maturity and
are not subject to any sinking fund.

          The indebtedness evidenced by this Security is unsecured, and this
Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, agrees to and
shall be bound by such provisions.

          If an Event of Default (as defined in the Indenture) with respect to
the Securities of this series shall occur and be continuing, the principal of
the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the

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registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

                 No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

                 As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                 The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.

                 No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                 The Indenture provides that a Subsidiary may assume the
obligations of the Company under the Indenture and the Securities, subject to
the satisfaction of certain conditions, including the Company's guaranteeing of
the Subsidiary's obligations under this Security and the Indenture.

                 Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security shall be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

                 This Security shall be governed by and construed in accordance
with the laws of the State of New York.

                 All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

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                                 ABBREVIATIONS
                                 -------------

        The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

        TEN-COM - as tenants in common

        TEN ENT - as tenants by the entireties

        JT TEN - as joint tenants with right of survivorship and
                 not as tenants in common

        UNIF GIFT MIN ACT       ................Custodian................
                                (Cust.)                       (Minor)


                                ....Under.Uniform.Gifts.to.Minors.Act....
                                               (State)

Additional abbreviations may also be used though not in the above list.

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        FOR VALUE RECEIVED,_____________________________________ hereby sell(s),
assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

______________________

_________________________________________________________________
Please print or type name and address including postal zip code, of assignee:

_________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _________________ attorney to transfer said Security on the books
of the Company, with full power of substitution in the premises.

Dated:_____________
                                                     Signature

                                       Sign exactly as name appears on the front
                                       of this Security [SIGNATURE MUST BE
                                       GUARANTEED by a member of a recognized
                                       Medallion Guarantee Program]

NOTICE:    THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
           WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
           WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.