EXHIBIT 10.12
                      SENIOR EXECUTIVE RETIREMENT AGREEMENT

         THIS SENIOR EXECUTIVE RETIREMENT AGREEMENT (the "Agreement"), made and
entered into as of the 22nd day of October, 1999, by and between WACHOVIA
CORPORATION (the "Corporation"), a North Carolina corporation, and G. JOSEPH
PRENDERGAST (the "Executive"), a senior management employee of the Corporation;

                                    RECITALS

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

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

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

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

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

         1.3 "Effective Date" means October 22, 1999.

         1.4 "Final Average Compensation" means the average of the annual
compensation of the Executive for the three full calendar years within the final
five full calendar years of his employment which will produce the highest
average. For this purpose, the annual compensation of the Executive shall mean
his total cash remuneration from the Corporation, including an amount equal to
the average of the annual incentive compensation paid to the Executive by the
Corporation, if any, 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 the sum of: (a) any
salary reduction amounts which the Executive elects to have contributed with
respect to him to a qualified cash or deferred arrangement under Section 401(k)
of the Code, to a benefit enhancement plan in lieu of contributions to such a
qualified cash or deferred arrangement, to a cafeteria plan under Section 125 of
the Code, or to any similar plan or arrangement, and (b) any amounts deferred
under any deferred compensation plan or contract. Amounts described in (a) and
(b) shall be deemed received at the time the Executive would have received them
but for the programs described in (a) and (b). Notwithstanding the foregoing,
the Executive's total cash remuneration 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.

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

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

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

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

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

Section 2.        Normal Retirement.

         (a) At his Normal Retirement Date, the Executive will retire and will
be entitled to receive the Supplemental Benefit, computed in the form of a
single life annuity for his life. Payment of the Supplemental Benefit will
commence on the Executive's Normal Retirement Date. The monthly amount of the
Supplemental Benefit shall equal one-twelfth of the product of two and one-half
percent (2.5%) of the Executive's Final Average Compensation times the number of
years of his creditable service determined under the provisions of the
Retirement Plan (subject to a maximum of 62.5%), reduced by the monthly amount
payable under the Retirement Plan and any Other Pension Plan. The offset shall
equal the monthly amounts actually payable under the Retirement Plan and any
Other Pension Plan, based on the payment option elected by the Executive.

         (b) Notwithstanding the foregoing, if the Executive and the Corporation
agree to extend the Executive's employment beyond the Executive's Normal
Retirement Date, the Executive shall not be required to terminate employment at
his Normal Retirement Date, and shall not forfeit any right to the Supplemental
Benefit as a result of retirement after his Normal Retirement Date. Furthermore,
the amount of the Supplemental Benefit shall in no event be less than the amount
of the Supplemental Benefit that would have been payable to the Executive had he
retired at his Normal Retirement Date. For purposes of this subsection, the
amount of the Executive's Supplemental Benefit shall be determined on an
actuarially equivalent basis using the actuarial factors set forth in the
Retirement Plan.

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

Section 4. Spouse's Supplemental Benefit. If the Executive shall be married on
his Retirement Date, and shall die thereafter survived by such spouse, or if the
Executive shall die prior to his Retirement Date and shall be married on the
date of his death, such spouse shall be entitled to a monthly supplemental
benefit (herein the "Spouse's Supplemental Benefit") payable for life and equal
to 60% of the monthly amount of the Supplemental Benefit payable to the
Executive (assuming, for an Executive who shall die prior to his Retirement
Date, that the Executive had retired on the date immediately preceding the date
of his death and that the years of his creditable service included the years and
fractions thereof from the date of death to his Normal Retirement Date), before
applying the reduction for the monthly amount payable to the Executive under the
Retirement Plan and any Other Pension Plan, but reduced by the monthly amount,
if any, payable to the spouse under the Retirement Plan and any Other Pension
Plan in the calendar month next following the death of the Executive. The
monthly amount of the Spouse's Supplemental Benefit shall be payable on the
first day of each calendar month following the death of the Executive and
preceding the death of such spouse.

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

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by the Executive with the Committee at least sixty days prior to the Retirement
Date. Such consent shall be in writing on a form provided by the Committee.

Section 6.        Disability; Death.

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

         (b) In the event that both the Executive and his spouse (if any) die
before the date on which the Executive would have attained age 83, their
designated beneficiary (or the estate of the last to die if no beneficiary has
been designated) shall receive a lump sum death benefit (the "Death Benefit").
The Death Benefit shall be equal to the product of (i) 60% of the annual amount
of the Supplemental Benefit payable to the Executive (subject to the assumptions
described in Section 4 if the Executive dies before his Retirement Date), and
(ii) the difference between 83 and the age that the Executive attained (or would
have attained) as of the later of the date on which he died or the date on which
his spouse died.

Section 7.        Miscellaneous.

         (a) The Executive shall forfeit any right to the Supplemental Benefit
or any other rights hereunder (including the Spouse's Supplemental Benefit) if
he (i) declines to retire at his Normal Retirement Date, (ii) terminates
employment with the Corporation prior to his Retirement Date without written
consent of the Committee, or (iii) is terminated for "cause." Termination for
cause shall arise if the Executive's employment by the Corporation is terminated
because of or arising out of: (A) criminal dishonesty, (B) refusal to perform
his employment duties for the Corporation on substantially a full-time basis,
(C) refusal to act in accordance with any specific substantive instructions of
the Corporation's Chief Executive Officer or Board of Directors, or (D) engaging
in conduct which could be materially damaging to the Corporation without a
reasonable good faith belief by the Executive that such conduct was in the best
interest of the Corporation. 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 voluntarily
or involuntarily terminated during the period beginning on the date of the
Change of Control and ending on the third anniversary of such date, and as a
result of such termination the Executive is entitled to receive Continuation
Benefits pursuant to an employment agreement between the Corporation and the
Executive, then notwithstanding any other provision of this Agreement to the
contrary, the Executive shall continue to be credited with creditable service
during the Compensation Period, and the annual cash compensation paid to the
Executive during the Compensation Period shall be taken into account in
determining his Final Average Compensation under this Agreement. The Executive's
Supplemental Benefit shall be paid commencing as of the later of the end of the
Compensation Period or the date the Executive actually attains (or would have
attained but for death) the age of fifty-five. If payment of the Executive's
Supplemental Benefit commences at a date prior to the Executive's Normal
Retirement Date, the Executive shall be deemed to have satisfied all of the
conditions and requirements described in Section 3 for purposes of computing the
amount of his Supplemental Benefit. For purposes herein, the terms "Change of
Control," Continuation Benefits," and "Compensation Period" shall have the
meaning given such terms in the employment agreement between the Corporation and
the Executive.


         (b) The Supplemental Benefit shall cease to be paid to the Executive
(and rights to the Spouse's Supplemental Benefit shall terminate) if he shall
disclose material confidential information or trade secrets concerning the
Corporation or any of its subsidiaries without the Corporation's consent, or
shall engage in any activity that is materially damaging to the Corporation
including, but not limited to, engaging in competitive employment at any time.
The Executive shall be deemed to engage in competitive employment if he shall
render services as 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. The Committee shall have

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authority to cease payments under this paragraph (b), and the determination of
the Committee shall be final and conclusive. Upon the request of the Executive,
the Committee may grant an advance opinion as to whether a proposed activity
would violate the provisions of this paragraph (b).

         (c) In consideration of any benefit payable 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 benefit under this
Agreement until he has executed such release and waiver of claims.

         (d) In the event the employment of the Executive terminates prior to a
Change of Control, and as a result of such termination the Executive is entitled
to receive Continuation Benefits pursuant to an employment agreement between the
Corporation and the Executive, then notwithstanding any other provision of this
Agreement to the contrary, the Executive shall continue to be credited with
creditable service during the Compensation Period, and the annual cash
compensation paid to the Executive during the Compensation Period shall be taken
into account in determining his Final Average Compensation under this Agreement.
The Executive shall be deemed to retire from the Corporation on the last day of
the Compensation Period and to have given the Corporation written notice of such
retirement at least ninety days before such date. The Executive's Supplemental
Benefit shall be paid commencing as of the end of the Compensation Period. The
terms "Change of Control," "Continuation Benefits" and "Compensation Period"
shall have the meaning given to such terms in the employment agreement between
the Corporation and the Executive.

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

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

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

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

         (i) The Committee may, in its sole discretion, terminate, suspend or
amend this Agreement at any time or from time to time, in whole or in part;
provided, that except as otherwise specifically provided herein no such
termination, suspension or amendment made following the date that payments
commence hereunder will affect the right of any person to receive benefits
earned hereunder. Upon a change of control of the Corporation as defined in the
Wachovia Corporation Stock Plan as it may be amended from time to time, this
Agreement may not be amended or terminated without the express written consent
of the Executive.

         (j) This Agreement shall be governed by and construed in accordance
with the laws of the State of North Carolina, to the extent not preempted by
applicable federal law.

         (k) This Agreement replaces and supersedes any other individual
retirement agreement between the Executive and the Corporation.

         (l) [OPTIONAL] If the Executive [was a participant in the South
Carolina National Corporation Supplemental Executive Retirement Plan] OR [was a
party to a Supplemental Retirement Agreement between the

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Executive and First Atlanta Corporation] (referred to herein as the "Predecessor
SERP"), in no event shall the Supplemental Benefit or Spouse's Supplemental
Benefit payable under this Agreement be less than the benefit determined
pursuant to the Predecessor SERP had such Predecessor SERP remained in effect
until the Retirement Date of the Executive. The execution of this Agreement by
the Executive constitutes a release by the Executive of all rights and benefits
under the Predecessor SERP.

         (m) 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.

Section 8.        Administration.

         (g) This Agreement shall be administered by the Corporation. The
Corporation shall interpret this Agreement, establish regulations to further the
purposes of this Agreement and take any other action necessary to the proper
operation of this Agreement. Prior to paying any benefit under this Agreement,
the Corporation may require the Executive or his spouse to provide such
information or material as the Corporation, in its sole discretion, shall deem
necessary for it to make any determination it may be required to make under this
Agreement. The Corporation may withhold payment of any benefit under this
Agreement until it receives all such information and material and is reasonably
satisfied of its correctness and genuineness.

         (h) If for any reason a benefit payable under this Agreement is not
paid when due, the Executive or his spouse may file a written claim with the
Corporation. If the claim is denied or no response is received within forty-five
(45) days after the date on which the claim was filed with the Corporation (in
which case the claim will be deemed to have been denied), the Executive or his
spouse may appeal the denial to the Committee within sixty (60) days of receipt
of written notification of the denial or the end of the forty-five day period,
whichever occurs first. In pursuing an appeal, the Executive or his spouse may
request that the Committee review the denial, may review pertinent documents,
and may submit issues and documents in writing to the Committee. A decision on
appeal will be made within thirty (30) days after the appeal is made, unless
special circumstances require the Committee to extend the period for another
thirty (30) days.

         (i) The Corporation may appoint one or more persons to act as
administrator and delegate its administrative responsibilities to such
administrator.

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


                                           WACHOVIA CORPORATION



                                  By:_____________________________________
                                           Chief Executive Officer

Attest:


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

[Corporate Seal]


                                  __________________________________(SEAL)
                                  Executive


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