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                                                                 Exhibit 4(e)(v)

                                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 DEPOSITARY, 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 3/8% Subordinated Note due 2009

                                                               CUSIP 929771 AC 7

No. 1                                                               $150,000,000


          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 ONE HUNDRED FIFTY MILLION
DOLLARS ($150,000,000) on February 1, 2009, and to pay interest thereon from
January 19, 1994, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on February 1 and
August 1 in each year, commencing August 1, 1994 at the rate of 6 3/8% 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

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the Regular Record Date for such interest, which shall be the January 15 or
July 15 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. 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 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 Company maintained
for that purpose in Philadelphia, Pennsylvania, 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.

          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:
                                                        ------------------------

[Seal]

Attest:


----------------------------

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


                                                    CORESTATES BANK, NATIONAL
                                                    ASSOCIATION, as Trustee


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


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                                 REVERSE OF NOTE

                              WACHOVIA CORPORATION

                       6 3/8% Subordinated Note due 2009


          This Note 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 March 1, 1993 (herein called the
"Indenture") between the Company and CoreStates Bank, National Association, 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, the
Holders of Senior Indebtedness, the Holders of Additional Senior Obligations 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
$250,000,000. The Notes may not be redeemed by the Company prior to maturity
and are not subject to any sinking fund.

          In any case where any Interest Payment Date or Stated Maturity of any
Security 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 (and premium, if any) 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 at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date or Stated
Maturity, as the case may be.

          The indebtedness evidenced by this Security is unsecured and, to the
extent provided in the Indenture, subordinate and subject in right of payment to
the prior payment in full of all Senior Indebtedness and, under certain
circumstances, to Additional Senior Obligations, and this Security is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions and (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided.

          If a Bankruptcy Event of Default with respect to the Company 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


                                      -1-

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     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
     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
     premium, if any) 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 premium, if any) 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 his 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.

          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.

          If this Security is a Book-Entry Security, and if the Depositary is at
     any time unwilling or unable to continue as depositary or is no longer
     eligible under Section 303 of the Indenture, and a successor depositary is
     not appointed by the Company within 90 days, the Company will issue
     Securities in certificated form in exchange for each Book-Entry Security.
     In addition, the Company may at any time and in its sole discretion
     determine not to have Securities represented by a Book-Entry Security, and,
     in such event, will issue Securities in certificated form in exchange for
     the Book-Entry Security


                                      -2-

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     representing such Security. In any such instance, an owner of a beneficial
     interest in a Book-Entry Security will be entitled to physical delivery in
     certificated form of Securities equal in principal amount to such
     beneficial interest and to have such Securities registered in its name.
     Unless otherwise set forth on the face hereof, Securities so issued in
     certificated form will be issued in denominations of U.S. $1,000 (or such
     other denomination as shall be specified by the Company) and will be issued
     in registered form only, without coupons.

               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.

               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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