RECITALS

                                                             Exhibit 4(b)(xii)

                             ASSIGNMENT OF GUARANTEE

     THIS ASSIGNMENT OF GUARANTEE (this "Assignment") is made as of the 15th day
of December, 1997, by and between Wachovia Corporation, a North Carolina
corporation ("Wachovia"), and Central Fidelity Banks, Inc., a Virginia
corporation ("Central Fidelity").

                                    RECITALS

     WHEREAS, Central Fidelity and The Bank of New York, a New York banking
corporation (the "Guarantee Trustee") heretofore executed and delivered a
Guarantee Agreement, dated as of September 4, 1997, (the "Guarantee Agreement");

     WHEREAS, pursuant to the Guarantee Agreement, Central Fidelity irrevocably
and unconditionally agreed to pay in full to the holders of certain securities
(the "Trust Securities") issued by Central Fidelity Capital Trust I, a Delaware
statutory business trust (the "Issuer"), certain payments or distributions,
without duplication, with respect to the Trust Securities, to the extent not
paid or made by or on behalf of the Issuer;

     WHEREAS, effective on December 15, 1997, a wholly owned subsidiary of
Wachovia merged with and into Central Fidelity and Central Fidelity then merged
with and into Wachovia, pursuant to the Agreement and Plan of Merger, dated as
of June 23, 1997, by Wachovia and Central Fidelity; and

     WHEREAS, Section 8.01 of the Guarantee Agreement provides that Central
Fidelity will not assign its obligations under the Guarantee Agreement unless,
among other things, the assignee agrees in writing to perform Central Fidelity's
obligations under the Guarantee Agreement.

     NOW, THEREFORE, Wachovia hereby agrees to perform the obligations of
Central Fidelity under the Guarantee Agreement.

     This instrument may be executed in any number of counterparts, each of
which is an original, but all such counterparts shall together constitute but
one and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
duly executed as of the day and year first above written.

                                        WACHOVIA CORPORATION


                                        By: /S/ Xxxxxxx X. XxXxxxxxxx
                                        -----------------------------
                                        Name: Xxxxxxx X. XxXxxxxxxx
                                        Title: Senior Executive Vice President



                                        CENTRAL FIDELITY BANKS, INC.



                                        By: /S/ Xxxxxxx X. Xxxxxx
                                        -------------------------
                                        Name: Xxxxxxx X. Xxxxxx
                                        Title: Coporate Executive Vice President




                                      -2-