EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

                  THIS EMPLOYMENT AGREEMENT, made as of the 22nd day of October,
1999, by and between WACHOVIA CORPORATION (the "Corporation") and G. JOSEPH
PRENDERGAST (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 shall 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 "Continuation Benefits" as set forth below should his employment be
terminated under circumstances described herein for which Continuation Benefits
are provided.

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

                  1. a. Employment. The Executive shall devote his working time
         exclusively to the performance of such senior management duties 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 duties
         faithfully and to the best of his ability. Such duties shall be of a
         type for which the Executive is suited by background, experience and
         training, in the Corporation's sole discretion. References herein to
         duties performed for the Corporation and compensation and benefits
         payable or provided by the Corporation shall include duties performed
         for and compensation and benefits payable or provided by any subsidiary
         of the Corporation. The Executive may participate in other business
         activities, such as service on corporate, civic or charitable boards or
         committees, with the permission of the Corporation, and such activities
         shall be subject to the obligations in Section 7 below. The Executive
         agrees to use his best reasonable efforts to avoid unnecessary conflict
         between the Executive's duties to the Corporation and his pursuit of
         other business or civic or charitable interests.

                    d. Base Salary. During the employment of the Executive, the
         Executive shall receive an annual base salary ("Base Salary") at least
         equal to the annual base salary in effect for the Executive on the date
         of this Agreement. Base Salary shall be paid in accordance with the
         Corporation's normal payroll practices (but not less frequently than
         monthly). The Executive's Base Salary will be reviewed in accordance
         with the Corporation's standard procedures and may be increased from
         time to time consistent with such procedures. Effective as of the date
         of any such increase, the Base Salary as so increased shall be
         considered the new Base Salary for purposes of this Agreement, and may
         not thereafter be reduced except with the express written consent of
         the Executive.

                    c. Expenses. During the employment of the Executive, the
         Executive shall be entitled to receive prompt reimbursement for all
         reasonable employment expenses incurred by the Executive in accordance
         with the policies, practices and procedures of the Corporation at the
         time the expense is incurred.

                  2. Term of Agreement. The term of this Agreement shall
         commence on the date hereof and shall continue in effect until October
         22, 2002; provided, however, that commencing on the first anniversary
         of this Agreement, and each anniversary thereafter, the term of this
         Agreement shall be automatically extended for one additional year
         unless at least 90 days before any such anniversary date either party
         shall notify the other in writing that it will not extend the term of
         this Agreement beyond the then applicable expiration date. Notice by
         the Corporation of its intention not to extend the term of this
         Agreement and its expiration at the end of the term shall not
         constitute termination of employment and the Executive shall not be
         entitled to Continuation Benefits (as defined in Section 4 below). In
         no event, however, may the term of this Agreement extend beyond the
         Executive's sixtieth birthday. References herein to the "term" of


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         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 shall provide the Executive with Continuation Benefits
         as set forth in Section 4 if the Executive's employment is
         involuntarily terminated during the term of the Agreement. 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 because:

                           (a) his Base Salary is reduced without the
                  Executive's consent, or

                           (b) the Corporation amends the Senior Executive
                  Retirement Agreement between the Corporation and the Executive
                  (the "Retirement Agreement") without the Executive's consent,
                  and such amendment materially reduces the benefits to which
                  the Executive would have been entitled had such amendment not
                  been made, or

                           (c) the duties and responsibilities assigned to the
                  Executive as of the date of this Agreement are materially
                  reduced and the Executive does not consent to such material
                  reduction of duties.

         In order for voluntary termination pursuant to (a), (b) and (c) of this
         Section to be effective: (1) the Executive must give written notice to
         the Corporation within sixty (60) days of an event specified in clauses
         (a), (b) or (c) above indicating that the Executive intends to
         terminate employment under this Section and which describes the reasons
         for such termination, (2) the Executive's voluntary termination under
         this Section must occur within ninety (90) days after an event
         described in clause (a), (b) or (c) of this Section, or within ninety
         (90) days after the last in a series of such events, and (3) the
         Corporation must have failed to remedy the event described in clause
         (a), (b) or (c) of this Section, as the case may be, within thirty (30)
         days after receiving the Executive's written notice. If the Corporation
         so remedies the event described in clause (a), (b) or (c) of this
         Section, the Executive may not terminate employment under this Section
         on account of the event specified in the Executive's notice.

                  4. Continuation Benefits. 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, "Continuation Benefits")
         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
         Continuation 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 Base Salary from the Corporation in
                  effect during the 12-month period before his involuntary
                  termination, plus (ii) an amount equal to the average of the
                  annual incentive compensation paid to the Executive by the
                  Corporation, if any, for the three (3) full calendar years
                  within the final five full calendar years of his employment
                  which will produce the highest average (or shorter period if
                  the executive has been employed less than five years) (and
                  annualized for any partial calendar year); provided, that the
                  incentive compensation to be recognized for this purpose shall
                  be approved by the Management Resources and Compensation
                  Committee in good faith and in its sole discretion, plus (iii)
                  the average of any

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                  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 Executive Deferred Compensation Plan
                  (or any successor or replacement plans) for the three (3) full
                  calendar years within the final five full calendar years of
                  his employment which will produce the highest average (or
                  shorter period if the executive has been employed less than
                  five years) (and annualized for any partial calendar year).
                  Each monthly payment of such cash compensation shall have
                  deducted therefrom all payroll taxes and withholdings required
                  by law. Cash compensation shall not include any benefits or
                  compensation provided to the Executive under the Wachovia
                  Corporation Stock Plan, any similar plan or any successor or
                  replacement plan.

                           (b) Employee Benefits. During the Compensation Period
                  the Executive 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, if any, 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 if applicable to the Executive:
                  (i) the Retirement Agreement; and (ii) the Wachovia
                  Corporation Executive Deferred Compensation Plan. The
                  Corporation shall have no obligation to the Executive to make
                  any change or improvement in the Retirement Agreement or the
                  Deferred Compensation Plan during the Compensation Period even
                  if the Corporation shall make changes or improvements during
                  such period in similar contracts or plans, if any, with or for
                  the benefit of other senior executives of the Corporation.
                  Notwithstanding the foregoing, if the Corporation reasonably
                  determines that providing continued coverage under one or more
                  of its welfare benefit plans could adversely affect the tax
                  treatment of other participants covered under the plans, or
                  would otherwise have adverse legal ramifications, the
                  Corporation may, in its discretion, either (1) provide other
                  coverage at least as valuable as the continued coverage
                  through insurance or otherwise, or (2) pay the Executive a
                  lump sum cash amount that reasonably approximates the
                  after-tax value to the Executive of the premiums for continued
                  coverage, in lieu of providing such continued coverage.

                           (c) Stock Options, Restricted Awards, etc. The
                  Management Resources and Compensation Committee has
                  determined, in the exercise of its administrative discretion
                  under the Wachovia Corporation Stock Plan (and any successor
                  or replacement plan thereto), that the termination of the
                  Executive's employment under this Agreement shall not
                  constitute either a "retirement" or a "displacement" of the
                  Executive (as those terms are defined in the Wachovia
                  Corporation Stock Plan), and that the Executive shall be
                  deemed to continue in the employment of the Corporation during
                  the Compensation Period for purposes of all outstanding stock
                  options, restricted awards and other awards

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                  granted to the Executive under the Wachovia Corporation Stock
                  Plan. At the end of the Compensation Period, and provided that
                  the Corporation has not terminated the Executive's
                  Compensation Period pursuant to Section 7 of this Agreement,
                  the Executive will be deemed to have retired from employment
                  with the Corporation for the purpose of establishing his
                  rights under the Wachovia Corporation Stock Plan (and any
                  successor or replacement plan thereto) and any applicable
                  award agreement.

         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 ninety (90) days 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 ninety (90) days 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 Continuation
         Benefits as a result of such voluntary termination, except in the event
         of voluntary termination pursuant to Section 3 or Section 10 of this
         Agreement.

                  6. Termination for Cause. This Agreement shall immediately
         terminate and neither party shall have any further obligation hereunder
         (including but not limited to any obligation of the Corporation to
         provide Continuation Benefits) 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 an exclusive and
         substantially 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 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 accordance with the
                  Corporation's current policy for expense reimbursement. 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 adjusted in
                  accordance with the requirements of such employment.

                           (b) The Executive shall not disclose to any other
                  person the Corporation's or any of its subsidiaries'
                  confidential information or trade secrets at any time during
                  or after the term of this Agreement or the Compensation
                  Period. The Executive shall regard all material non-public
                  information as confidential. The Executive will at all times
                  refrain from taking any action or making any statements,
                  written or oral, which are intended to or which disparage

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                  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 owner, employee, officer,
                  director, consultant or otherwise, for himself or any employer
                  which conducts a business or enterprise in any area where the
                  Corporation or affiliate of the Corporation conducts business
                  that competes directly or indirectly with the Corporation or
                  affiliate of the Corporation.

                           (d) The Executive shall not, during the Compensation
                  Period, directly or indirectly, for himself or on behalf of
                  any other person, partnership, company or corporation, induce
                  or attempt to induce any employee of the Corporation to leave
                  the employ of the Corporation, or in any way interfere with
                  the relationship between the Corporation and an employee of
                  the Corporation except in the proper exercise of the
                  Executive's authority.

                           (e) In the event that the Executive shall refuse to
                  provide consulting services in accordance with paragraph (a)
                  of this Section, or shall materially violate the terms and
                  conditions of paragraph (b) or (c) of this Section, the
                  Corporation may, at its election, terminate the Compensation
                  Period and Continuation Benefits 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) of this Section.

                           (f) 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) of this
                  Section.

                  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 Continuation
         Benefits). All rights pertaining to stock options and restricted stock
         awards held by the Executive as of the date of his death or disability
         shall be governed by the terms of such stock options and restricted
         stock awards (and applicable plans).

                  9. Other Severance Benefits. Except as provided in Section 4
         of this Agreement, the Executive shall not be entitled to any other
         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 benefits 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
         other individual written contracts with the Corporation.

                  10.      Change of Control.

                           (a) Notwithstanding any other provision of this
                  Agreement, if the Executive voluntarily terminates his
                  employment for any reason, or he is involuntarily

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                  terminated, except pursuant to Section 6 (Termination for
                  Cause), during the period beginning on the date of a Change of
                  Control (as defined in Section 10(b) herein) and ending on the
                  third anniversary of such date, then in either event the
                  Executive shall be entitled to receive the Continuation
                  Benefits described in Section 4 for a period of three years
                  beginning with the date of such termination (without regard to
                  the Executive's Normal Retirement Date or the last date this
                  Agreement could terminate).

                           (b) For the purposes herein, a "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 (30%) 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 Section13(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.

                           (c) (i) In the event it shall be determined that any
                  payment, benefit or distribution (or combination thereof) by
                  the Corporation or one or more trusts established by the
                  Corporation for the benefit of its employees, to or for the
                  benefit of the Executive (whether paid or payable or
                  distributed or distributable pursuant to the terms of this
                  Agreement, or otherwise) (a "Payment") would be subject to the
                  excise tax imposed by Section 4999 of the Internal Revenue
                  Code of 1996, as amended (the "Code"), or any interest or
                  penalties are incurred by the Executive with respect to such
                  excise tax (such excise tax, together with any such interest
                  and penalties, hereinafter collectively referred to as the
                  "Excise Tax"), the Executive shall be entitled to receive an
                  additional payment (a "Gross-Up Payment") in an amount such
                  that after payment by the Executive of all taxes (including
                  any interest or penalties imposed with respect to such taxes),
                  including, without limitation, any income taxes (and any
                  interest and penalties imposed with respect thereto) and the
                  Excise Tax imposed upon the Gross-Up Payment, the Executive
                  retains an amount of the Gross-Up Payment equal to the Excise
                  Tax imposed upon the Payments.

                                    (ii) Subject to the provisions of Section
                  10(c)(iii), all determinations required to be made under this
                  Section 10, including whether and when a Gross-Up Payment is
                  required and the amount of such Gross-Up Payment and the
                  assumptions to be utilized in arriving at such determination,
                  shall be made by a nationally recognized certified public
                  accounting firm designated by the Executive (the "Accounting

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                  Firm") which shall provide detailed supporting calculations
                  both to the Corporation and the Executive within fifteen
                  business days of the receipt of notice from the Executive that
                  there has been a Payment, or such earlier time as is requested
                  by the Corporation. In the event that the Accounting Firm is
                  serving as accountant or auditor for an individual, entity or
                  group effecting the change in ownership or effective control
                  (within the meaning of Section 280G of the Code), the
                  Executive shall appoint another nationally recognized
                  accounting firm to make the determinations required hereunder
                  (which accounting firm shall then be referred to as the
                  Accounting Firm hereunder). All fees and expenses of the
                  Accounting Firm shall be borne solely by the Corporation. Any
                  Gross-Up Payment, as determined pursuant to this Section 10,
                  shall be paid by the Corporation to the Executive within five
                  days after the receipt of the Accounting Firm's determination.
                  If the Accounting Firm determines that no Excise Tax is
                  payable by the Executive, it shall so indicate to the
                  Executive in writing. Any determination by the Accounting Firm
                  shall be binding upon the Corporation and the Executive. As a
                  result of the uncertainty in the application of Section 4999
                  of the Code at the time of the initial determination by the
                  Accounting Firm hereunder, it is possible that Gross-Up
                  Payments which will not have been made by the Corporation
                  should have been made ("Underpayment"), consistent with the
                  calculations required to be made hereunder. In the event that
                  the Corporation exhausts its remedies pursuant to Section
                  10(c)(iii) and the Executive thereafter is required to make a
                  payment of any Excise Tax, the Accounting Firm shall determine
                  the amount of the Underpayment that has occurred and any such
                  Underpayment shall be promptly paid by the Corporation to or
                  for the benefit of the Executive.

                                    (iii) The Executive shall notify the
                  Corporation in writing of any claim by the Internal Revenue
                  Service that, if successful, would require the payment by the
                  Corporation of the Gross-Up Payment. Such notification shall
                  be given as soon as practicable but no later than ten business
                  days after the Executive is informed in writing of such claim
                  and shall apprise the Corporation of the nature of such claim
                  and the date on which such claim is requested to be paid. The
                  Executive shall not pay such claim prior to the expiration of
                  the 30-day period following the date on which it gives such
                  notice to the Corporation (or such shorter period ending on
                  the date that any payment of taxes with respect to such claim
                  is due). If the Corporation notifies the Executive in writing
                  prior to the expiration of such period that it desires to
                  contest such claim, the Executive shall:

                                                     (A) give the Corporation
                           any information reasonably requested by the
                           Corporation relating to such claim;

                                                     (B) take such action in
                           connection with contesting such claim as the
                           Corporation shall reasonably request in writing from
                           time to time, including, without limitation,
                           accepting legal representation with respect to such
                           claim by an attorney reasonably selected by the
                           Corporation;

                                                     (C) cooperate with the
                           Corporation in good faith in order to effectively
                           contest such claim; and

                                                     (D) permit the Corporation
                           to participate in any proceedings relating to such
                           claim; provided, however, that the Corporation shall
                           bear and pay directly all costs and expenses
                           (including additional interest and penalties)
                           incurred in connection with such contest and shall
                           indemnify and hold the Executive harmless, on an
                           after-tax basis, for any Excise Tax or income tax
                           (including interest and penalties with respect
                           thereto) imposed as a result of such representation
                           and payment of costs and expenses. Without limitation
                           on the foregoing provisions of this Section
                           10(c)(iii), the Corporation shall control all
                           proceedings taken in

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                           connection with such contest and, at its sole option,
                           may pursue or forego any and all administrative
                           appeals, proceedings, hearings and conferences with
                           the taxing authority in respect of such claim and
                           may, at its sole option, either direct the Executive
                           to pay the tax claimed and sue for a refund or
                           contest the claim in any permissible manner, and the
                           Executive agrees to prosecute such contest to a
                           determination before any administrative tribunal, in
                           a court of initial jurisdiction and in one or more
                           appellate courts, as the Corporation shall determine;
                           provided, however, that if the Corporation directs
                           the Executive to pay such claim and sue for a refund,
                           the Corporation shall advance the amount of such
                           payment to the Executive, on an interest-free basis,
                           and shall indemnify and hold the Executive harmless,
                           on an after-tax basis, from any Excise Tax or income
                           tax (including interest or penalties with respect
                           thereto) imposed with respect to such advance or with
                           respect to any imputed income with respect to such
                           advance; and provided, further, that if the Executive
                           is required to extend the statute of limitations to
                           enable the Corporation to contest such claim, the
                           Executive may limit this extension solely to such
                           contested amount. The Corporation's control of the
                           contest shall be limited to issues with respect to
                           which a Gross-Up Payment would be payable hereunder
                           and the Executive shall be entitled to settle or
                           contest, as the case may be, any other issue raised
                           by the Internal Revenue Service or any other taxing
                           authority.

                                    (iv) If, after the receipt by the Executive
                   of an amount advanced by the Corporation pursuant to Section
                   10(c)(iii), the Executive becomes entitled to receive any
                   refund with respect to such claim, the Executive shall
                   (subject to the Corporation's complying with the requirements
                   of Section 10(c)(iii)) promptly pay to the Corporation the
                   amount of such refund (together with any interest paid or
                   credited thereon after taxes applicable thereto). If, after
                   the receipt by the Executive of an amount advanced by Company
                   pursuant to Section 10(c)(iii), a determination is made that
                   the Executive shall not be entitled to any refund with
                   respect to such claim and the Corporation does not notify the
                   Executive in writing of its intent to contest such denial of
                   refund prior to the expiration of 30 days after such
                   determination, then such advance shall be forgiven and shall
                   not be required to be repaid and the amount of such advance
                   shall offset, to the extent thereof, the amount of Gross-Up
                   Payment required to be paid.

                  11. Release and Waiver of Claims. In consideration of any
         Continuation Benefits the Corporation provides to the Executive under
         this Agreement, the Executive upon termination of employment with the
         Corporation shall execute a separate release and waiver of claims in a
         form acceptable to the Corporation. The Executive shall not be eligible
         for any Continuation Benefits until he has executed such release and
         waiver of claims.

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                  12. 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
Corporation's General Counsel. Notices to the Executive shall be directed to his
last known address. Notice may not be provided by e-mail.

                  13.      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.

                           (c) This Agreement may not be amended, modified or
                  canceled except by written agreement of the parties.

                           (d) Words used in this Agreement in the singular
                  shall include the plural, and the plural shall include the
                  singular and words in the feminine or masculine shall include
                  the masculine and feminine, respectively, and the neuter.

                           (e) 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.

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

                           (g) 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.

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


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<PAGE>


                           (i) This Agreement sets forth the entire agreement
                  and understanding of the parties hereto with respect to the
                  matters covered hereby, and replaces any predecessor
                  employment agreement between the parties hereto, and any such
                  predecessor agreement shall be deemed terminated and neither
                  party thereto shall have any rights or obligations thereunder.

                  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


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