EXHIBIT (10)(L)


                               AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT

         This Amendment No. 1 dated February 19, 2002 (the "Amendment"), to the
Employment Agreement dated November 15, 1999 (the "Employment Agreement"), by
and between Wachovia Corporation (formerly named First Union Corporation, the
"Company") and G. Kennedy Thompson (the "Executive").

         WHEREAS, the Company and the Executive desire to change certain
provisions of the Employment Agreement;

         WHEREAS, the Executive recommends that certain provisions of the
Employment Agreement be amended to more closely align such provisions in the
Executive's Employment Agreement with similar provisions in the employment
agreement between the Corporation and the Corporation's Chairman; and

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is acknowledged hereto, the parties agree as follows:

1.       Section 1(b) of the Employment Agreement is deleted in its entirety
and the following inserted in its place as new Section 1(b).

         "1(b) The Company hereby agrees to continue the Executive in its
         employ, and the Executive hereby agrees to remain in the employ of the
         Company upon the terms and conditions set forth in this Agreement, for
         the period commencing on the Effective Date and ending on the third
         anniversary thereof (the "Employment Period"); provided, however, that
         commencing on the date one year after the date hereof, and on each
         annual anniversary of such date (such date and each annual anniversary
         thereof shall be hereinafter referred to as the "Renewal Date"),
         unless previously terminated, the Employment Period shall be
         automatically extended so as to terminate three years from such
         Renewal Date, unless at least 90 days prior to the Renewal Date the
         Company or the Executive, respectively, shall give notice to the
         Executive or the Company, respectively, that the Employment Period
         shall not be so extended. Notwithstanding the foregoing, in the event
         a "Change in Control" (as defined herein) occurs, the Employment
         Period, unless previously terminated, shall be extended immediately
         prior to the Change in Control so that the Employment Period shall
         terminate no earlier than three years from such Change in Control."

2.       Section 4(a)(i)(B) of the Employment Agreement is deleted in its
entirety and the following inserted in its place as new Section 4(a)(i)(B).

         "4(a)(i)(B) the amount equal to the product of (1) three and (2) the
         sum of the Executive's Annual Base Salary immediately prior to the
         Date of Termination and the Base Bonus."

3.       Section 4(a)(iii) of the Employment Agreement is deleted in its
entirety and the following inserted in its place as new Section 4(a)(iii).

         "4(a)(iii) for three years after the Executive's Date of Termination
         (or for the remainder of the Executive's life if such Date of
         Termination is after a Change in Control), or such longer period as
         may be provided by the terms of the appropriate plan, program,
         practice or policy, the Company shall continue medical, dental and
         life insurance benefits to the Executive and/or the Executive's family
         on a substantially equivalent basis to those which would have been
         provided to them in accordance with the medical, dental and life
         insurance plans, programs, practices and policies described in Section
         2(b)(iv) of this Agreement if the Executive's employment had not been
         terminated, provided, however, that if the Executive becomes
         reemployed with another employer and is eligible to receive medical,
         dental and/or life insurance benefits under another employer provided
         plan, the medical, dental and/or life insurance benefits described
         herein shall terminate. For purposes of determining eligibility (but
         not the time of commencement of benefits) of the Executive for retiree
         benefits pursuant to such plans, practices, programs and policies, the
         Executive shall be considered to have terminated employment with the
         Company on the Date of Termination; and"

4. This Amendment constitutes an amendment to the Employment Agreement pursuant
to Section 11(a) of the Employment Agreement. All provisions of the Employment
Agreement not affected by this Amendment shall remain in full force and effect
and shall continue to be binding obligations of both parties hereto.
Capitalized terms used in this Amendment but not defined herein shall have the
meanings assigned thereto in the Employment Agreement.


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         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its officers thereunto duly authorized, and the Executive has
signed this Amendment under seal, all as of the date and year first above
written.


WACHOVIA CORPORATION                                                     [SEAL]
                                             ATTEST:


By:
   -----------------------------------       ----------------------------------
Name: Paul G. George                         Mark C. Treanor
Title: Senior Executive Vice President       Secretary



------------------------------  (SEAL)
G. Kennedy Thompson


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