-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HR8W7Qm/2lnIu60OpvVJCEfh+sIik9hni3zztTUqARVMgTwiuKIUcV0gby3V5Xfe BGTgxIkeCv1tXZFoh5P5wQ== 0000950144-96-001540.txt : 19960405 0000950144-96-001540.hdr.sgml : 19960405 ACCESSION NUMBER: 0000950144-96-001540 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 23 FILED AS OF DATE: 19960404 EFFECTIVENESS DATE: 19960423 SROS: BSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WACHOVIA CORP/ NC CENTRAL INDEX KEY: 0000774203 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561473727 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02239 FILM NUMBER: 96544415 BUSINESS ADDRESS: STREET 1: 301 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27150 BUSINESS PHONE: 9197705000 MAIL ADDRESS: STREET 1: 301 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27150 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 S-8 1 WACHOVIA CORPORATION 1 ---------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- WACHOVIA CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) NORTH CAROLINA 1473727 ----------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 100 NORTH MAIN STREET, WINSTON-SALEM, NORTH CAROLINA 27101 191 PEACHTREE STREET, ATLANTA, 30303 - ----------------------------------------------------- (Address of principal executive offices) (Zip Code) CERTAIN OPTION AGREEMENTS BETWEEN WACHOVIA CORPORATION AND CERTAIN CURRENT OR FORMER OFFICERS AND DIRECTORS OF THE FIRST NATIONAL BANKSHARES OF HENRY COUNTY, INC. --------------------------------------------------- (Full title of the plan) ------------------------------ Alice Washington Grogan Secretary and Counsel Wachovia Corporation 100 North Main Street Post Office Box 3099 Winston-Salem, North Carolina 27150 (910) 732-5801 ------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------
PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(1) - ---------- ----------- ------------ ------------- ------------ Common Stock, par value $5.00 per share 81,679 shares $ 45.125 $ 3,685,765 $ 1,270.95 --------------- ---------------- -------------- - -------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(c) and (h)(1), based on the average of the high and low prices of the registrant's common stock on March 29, 1996, as reported on the New York Stock Exchange. --------------------------- 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information specified in Part I of the Instructions to the Registration Statement on Form S-8 will be sent or given to employees of the Registrant as required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as amended. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Wachovia Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1995, filed on March 26, 1996 pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year referred to in (a), above. (c) The description of the Company's Common Stock, par value $5.00 per share, contained in the Company's Registration Statement on Form 8-B filed pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. II - 1 4 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the securities offered hereby has been passed upon by Kenneth W. McAllister, Esq., General Counsel of the Company, who owns approximately 21,472 shares of Common Stock and has been granted options to purchase 39,244 shares of Common Stock under existing plans of the Company and has been granted restricted awards for 17,000 shares of Common Stock under the Plan. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act contain specific provisions relating to indemnification of directors and officers of North Carolina corporations. In general, the statutes provide that (i) a corporation must indemnify a director or officer who is wholly successful in his defense of a proceeding to which he is a party because of his status as such, unless limited by the articles of incorporation, and (ii) a corporation may indemnify a director or officer if he is not wholly successful in such defense, if it is determined as provided by statute that the director or officer meets certain standards of conduct, provided when a director or officer is liable to the corporation or is adjudged liable on the basis that personal benefit was improperly received by him, the corporation may not indemnify him. A director or officer of a corporation who is a party to a proceeding may also apply to the courts for indemnification, unless the articles of incorporation provide otherwise, and the court may order indemnification under certain circumstances set forth in the statute. A corporation may, in its articles of incorporation or bylaws or by contract or resolution, provide indemnification in addition to that provided by statute, subject to certain conditions. II - 2 5 The Company's bylaws provide for the indemnification of any director or officer of the Company or any wholly owned subsidiary of the Company against liabilities and litigation expenses arising out of his status as such, excluding (i) that portion of any liabilities or litigation expenses with respect to which such person is entitled to receive payment under any insurance policy other than a directors' and officers' insurance policy maintained by the Company or (ii) any liabilities or litigation expenses incurred on account of any of such person's activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the Company. The Company's articles of incorporation provide for the elimination of the personal liability of each director of the Company to the fullest extent permitted by law. The Company has purchased a standard liability policy, which, subject to any limitations set forth in the policy, would pay on behalf of the Company's directors and officers for damages that they become legally obligated to pay as a result of any actual or alleged act, error, omission, misstatement, misleading statement or breach of duty committed while acting in their official capacity or any matter asserted against an officer or director solely by reason of his status as an officer or director. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II - 3 6 ITEM 8. EXHIBITS. The following exhibits are filed as a part of this Registration Statement:
NUMBER DESCRIPTION ------ ----------- 4.1 Articles IV, VII, IX, X and XI of the Amended and Restated Articles of Incorporation of Wachovia Corporation and Section 1.8 of Article 1 and Article 6 of the Bylaws of Wachovia Corporation, which are incorporated by reference to Exhibits 4.1 and 4.2, respectively, to the Company's Annual Report on Form 10-K for the year ended December 31, 1995. 4.2 Option Agreement between Wachovia Corporation and Ernest D. Blount. 4.3 Option Agreement between Wachovia Corporation and William D. Coker. 4.4 Option Agreement between Wachovia Corporation and Charles L. Cooley. 4.5 Option Agreement between Wachovia Corporation and J. Randall Dixon. 4.6 Option Agreement between Wachovia Corporation and Charles H. Gregory. 4.7 Option Agreement between Wachovia Corporation and Robert P. Harber. 4.8 Option Agreement between Wachovia Corporation and Lloyd L. Hester, Jr. 4.9 Option Agreement between Wachovia Corporation and Harold C. Johnson 4.10 Option Agreement between Wachovia Corporation and James R. Kendall. 4.11 Option Agreement between Wachovia Corporation and Roy H. Kuhn. 4.12 Option Agreement between Wachovia Corporation and Ronald W. Newton 4.13 Option Agreement between Wachovia Corporation and Roddy H. Oglesby, Jr. 4.14 Option Agreement between Wachovia Corporation and G. Phillip Paulk. 4.15 Option Agreement between Wachovia Corporation and W. Norman Strawn.
II - 4 7 4.16 Option Agreement between Wachovia Corporation and Alvin E. Vaughn. 4.17 Option Agreement between Wachovia Corporation and Joe S. Chafin. 4.18 Option Agreement between Wachovia Corporation and J. Randall Dixon. 4.19 Option Agreement between Wachovia Corporation and Terry David Ellington. 5 Opinion of Kenneth W. McAllister, Esq., as to the legality of the Common Stock being registered 23.1 Consent of Kenneth W. McAllister, Esq., which is contained in his opinion filed as Exhibit 5 23.2 Consent of Ernst & Young LLP 24 Power of Attorney 27 Financial Data Schedule (for SEC use only)
ITEM 9. UNDERTAKINGS. (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); II - 5 8 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration II - 6 9 statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II - 7 10 SIGNATURES THE REGISTRANT Pursuant to the requirements of the Securities Act of 1933, Wachovia Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on this the 1st day of April, 1996. WACHOVIA CORPORATION By: Leslie M. Baker, Jr. ----------------------------------------- Leslie M. Baker, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 1, 1996.
Leslie M. Baker, Jr. John G. Medlin, Jr. - --------------------------------------------- ----------------------------------------------- Name: Leslie M. Baker, Jr. Name: John G. Medlin, Jr. Title: Director, President and Title: Chairman of the Board Chief Executive Officer (principal executive officer) Rufus C. Barkley, Jr.* Crandall C. Bowles* - --------------------------------------------- ---------------------------------------------- Name: Rufus C. Barkley, Jr. Name: Crandall C. Bowles Title: Director Title: Director John L. Clendenin* Lawrence M. Gressette, Jr.* - --------------------------------------------- ------------------------------------------ Name: John L. Clendenin Name: Lawrence M. Gressette, Jr. Title: Director Title: Director Thomas K. Hearn, Jr.* W. Hayne Hipp* - -------------------------------------------- ----------------------------------------------- Name: Thomas K. Hearn, Jr. Name: W. Hayne Hipp Title: Director Title: Director
II - 8 11 Robert M. Holder, Jr.* Donald R. Hughes* - --------------------------------------------- ------------------------------------------------- Name: Robert M. Holder, Jr. Name: Donald R. Hughes Title: Director Title: Director F. Kenneth Iverson* James W. Johnston* - ---------------------------------------------- ------------------------------------------------- Name: F. Kenneth Iverson Name: James W. Johnston Title: Director Title: Director Wyndham Robertson* Herman J. Russell* - ------------------------------------------- ---------------------------------------------------- Name: Wyndham Robertson Name: Herman J. Russell Title: Director Title: Director Sherwood H. Smith, Jr.* Charles McKenzie Taylor* - ------------------------------------------------ ------------------------------------------------ Name: Sherwood H. Smith, Jr. Name: Charles McKenzie Taylor Title: Director Title: Director Robert S. McCoy, Jr. John C. McLean, Jr. - --------------------------------------------- -------------------------------------------------- Name: Robert S. McCoy, Jr. Name: John C. McLean, Jr. Title: Executive Vice President and Title: Controller (principal Chief Financial Officer accounting officer) (principal financial officer) * By: Kenneth W. McAllister --------------------- Attorney-in-Fact
II - 9 12 EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8 OF WACHOVIA CORPORATION
SEQUENTIAL EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ----- NO. - --- 4.1 Articles IV, VII, IX, X and XI of the Amended and Restated Articles of Incorporation of Wachovia Corporation and Section 1.8 of Article 1 and Article 6 of the Bylaws of Wachovia Corporation, which are incorporated by reference to Exhibits 4.1 and 4.2, respectively, to the Company's Annual Report on Form 10-K for the year ended December 31, 1995. 4.2 Option Agreement between Wachovia Corporation and Ernest D. Blount. 4.3 Option Agreement between Wachovia Corporation and William D. Coker. 4.4 Option Agreement between Wachovia Corporation and Charles L. Cooley. 4.5 Option Agreement between Wachovia Corporation and J. Randall Dixon. 4.6 Option Agreement between Wachovia Corporation and Charles H. Gregory. 4.7 Option Agreement between Wachovia Corporation and Robert P. Harber. 4.8 Option Agreement between Wachovia Corporation and Lloyd L. Hester, Jr. 4.9 Option Agreement between Wachovia Corporation and Harold C. Johnson 4.10 Option Agreement between Wachovia Corporation and James R. Kendall. 4.11 Option Agreement between Wachovia Corporation and Roy H. Kuhn. 4.12 Option Agreement between Wachovia Corporation and Ronald W. Newton. 4.13 Option Agreement between Wachovia Corporation and Roddy H. Oglesby, Jr. 4.14 Option Agreement between Wachovia Corporation and G. Phillip Paulk. 4.15 Option Agreement between Wachovia Corporation and W. Norman Strawn. 4.16 Option Agreement between Wachovia Corporation and Alvin E. Vaughn. 4.17 Option Agreement between Wachovia Corporation and Joe S. Chafin. 4.18 Option Agreement between Wachovia Corporation and J. Randall Dixon. 4.19 Option Agreement between Wachovia Corporation and Terry David Ellington.
13
5 Opinion of Kenneth W. McAllister, Esq., as to the legality of the Common Stock being registered 23.1 Consent of Kenneth W. McAllister, Esq., which is contained in his opinion filed as Exhibit 5 23.2 Consent of Ernst & Young LLP 24 Power of Attorney 27 Financial Data Schedule (for SEC use only) - ------
* Incorporated by reference. EX-4.2 2 OPTION AGREEMENT 1 EXHIBIT 4.2 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Ernest D. Blount ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 5,000 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 2,012 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Ernest D. Blount 1380 Hwy 81 East McDonough, GA 30252 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister --------------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - ---------------------------------- Secretary OPTION HOLDER /s/ Ernest D. Blount (Seal) ------------------------------------ (Signature) Ernest D. Blount ------------------------------------ (Print Name) - 5 - EX-4.3 3 OPTION AGREEMENT 1 EXHIBIT 4.3 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and William D. Coker ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 16,000 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 6,438 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: William D. Coker 279 Cotton Indian Creek Road McDonough, GA 30252 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ------------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - -------------------------------- Secretary OPTION HOLDER /s/ William D. Coker (Seal) ------------------------------ (Signature) William D. Coker ------------------------------ (Print Name) - 5 - EX-4.4 4 OPTION AGREEMENT 1 EXHIBIT 4.4 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Charles L. Cooley ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 12,500 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 5,030 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Charles L. Cooley 1502 Kings Crossing Stone Mountain, GA 30087 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ----------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - ------------------------------ Secretary OPTION HOLDER /s/ Charles L. Cooley (Seal) ----------------------------- (Signature) Charles L. Cooley ----------------------------- (Print Name) - 5 - EX-4.5 5 OPTION AGREEMENT 1 EXHIBIT 4.5 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and J. Randall Dixon ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 6,000 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 2,414 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: J. Randall Dixon 6007 Highway 155 N. Stockbridge, GA 30281 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - ------------------------------- Secretary OPTION HOLDER /s/ J. Randall Dixon (Seal) --------------------------- (Signature) J. Randall Dixon --------------------------- (Print Name) - 5 - EX-4.6 6 OPTION AGREEMENT 1 EXHIBIT 4.6 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Charles H. Gregory ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 6,500 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 2,615 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Charles H. Gregory 588 Springdale Road Stockbridge, GA 30281 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - ------------------------------------------- Secretary OPTION HOLDER /s/ Charles H. Gregory (Seal) --------------------------- (Signature) Charles H. Gregory --------------------------- (Print Name) - 5 - EX-4.7 7 OPTION AGREEMENT 1 EXHIBIT 4.7 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Robert P. Harber ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 10,000 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 4,024 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Robert P. Harber 2358 Broad Creek Drive Stone Mountain, GA 30087 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - ------------------------------- Secretary OPTION HOLDER /s/ Robert P. Harber (Seal) ---------------------------- (Signature) Robert P. Harber ---------------------------- (Print Name) - 5 - EX-4.8 8 OPTION AGREEMENT 1 EXHIBIT 4.8 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and A.J. Welch, Executor of Estate of Lloyd L. Hester, Jr. ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 13,250 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 5,331 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: A.J. Welch, Executor of Estate of Lloyd L. Hester, Jr. 41 Keys Ferry Street McDonough, GA 30253 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ A.J. Welch, Executor of Estate of ------------------------------------- Lloyd L. Hester, Jr. (Seal) ------------------------------- (Signature) A.J. Welch, Executor of Estate of Lloyd L. Hester, Jr. --------------------------------- (Print Name) - 5 - EX-4.9 9 OPTION AGREEMENT 1 EXHIBIT 4.9 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Harold C. Johnson, Sr. ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 15,000 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 6,036 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Harold C. Johnson, Sr. 215 Hawich Lane McDonough, GA 30253 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ Harold C. Johnson, Sr. (Seal) --------------------------- (Signature) Harold C. Johnson, Sr. --------------------------- (Print Name) - 5 - EX-4.10 10 OPTION AGREEMENT 1 EXHIBIT 4.10 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and James R. Kendall ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 15,000 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 6,036 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: James R. Kendall 637 Stagecoach Road Stockbridge, GA 30281 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ James R. Kendall (Seal) ------------------------------ (Signature) James R. Kendall ------------------------------ (Print Name) - 5 - EX-4.11 11 OPTION AGREEMENT 1 EXHIBIT 4.11 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Roy H. Kuhn ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 10,500 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 4,225 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Roy H. Kuhn 2525 Peeksville Road Locust Grove, GA 30248 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister -------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ Roy H. Kuhn (Seal) ----------------------- (Signature) Roy H. Kuhn ----------------------- (Print Name) - 5 - EX-4.12 12 OPTION AGREEMENT 1 EXHIBIT 4.12 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Ronald W. Newton ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 13,250 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 5,331 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Ronald W. Newton 1378 Highway 81 East McDonough, GA 30253 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ Ronald W. Newton (Seal) -------------------- (Signature) Ronald W. Newton -------------------- (Print Name) - 10 - EX-4.13 13 OPTION AGREEMENT 1 EXHIBIT 4.13 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Roddy H. Oglesby, Jr. ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 25,000 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 10,060 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Roddy H. Oglesby, Jr. 80 Cedar Hill Dr. Stockbridge, GA 30281 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ Roddy H. Oglesby, Jr. (Seal) ------------------------------ (Signature) Roddy H. Oglesby, Jr. ------------------------------ (Print Name) - 5 - EX-4.14 14 OPTION AGREEMENT 1 EXHIBIT 4.14 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and George Phillip Paulk ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 5,000 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 2,012 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: George Phillip Paulk 1374 Hwy 81 E. McDonough, GA 30252 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ George Phillip Paulk (Seal) ------------------------------- (Signature) George Phillip Paulk ------------------------------- (Print Name) - 5 - EX-4.15 15 OPTION AGREEMENT 1 EXHIBIT 4.15 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and William Norman Strawn ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 15,000 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 6,036 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: William Norman Strawn 214 Darwish Drive, P.O. Box 152 McDonough, GA 30253 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ William Norman Strawn (Seal) -------------------------- (Signature) William Norman Strawn -------------------------- (Print Name) - 5 - EX-4.16 16 OPTION AGREEMENT 1 EXHIBIT 4.16 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Alvin E. Vaughn ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 5,750 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 2,313 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Alvin E. Vaughn 25 Old Ivy Road Stockbridge, GA 30281 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ A. E. Vaughn (Seal) ------------------------------- (Signature) A. E. Vaughn ------------------------------- (Print Name) - 5 - EX-4.17 17 OPTION AGREEMENT 1 EXHIBIT 4.17 OPTION AGREEMENT (Directors) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Joe S. Chafin ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder holds a warrant (the "Warrant") to purchase 15,000 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to a Warrant Agreement (the "Warrant Agreement") dated as of December 21, 1990, between Option Holder and First National; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's Warrant will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 6,036 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on December 21, 2000 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Warrant. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the Warrant to purchase First National common stock granted by the Warrant Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Joe S. Chafin 110 Jasper Drive Stockbridge, GA 30281 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ------------------------------ Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - -------------------------------- Secretary OPTION HOLDER /s/ Joe S. Chafin (Seal) ---------------------------- (Signature) Joe S. Chafin ---------------------------- (Print Name) - 5 - EX-4.18 18 OPTION AGREEMENT 1 EXHIBIT 4.18 OPTION AGREEMENT (Officers) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and J. Randall Dixon ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder is entitled to an option (the "First National Option") to purchase 10,348 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to an Employment Agreement (the "Employment Agreement"), dated as of January 13, 1994, between Option Holder and The First National Bank of Henry County; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's First National Option will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the First National Option. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 4,164 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on April 1, 2003 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: 2 (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. - 2 - 3 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. 10. Cancellation of First National Option. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the First National Option to purchase First National common stock granted by the Employment Agreement. - 3 - 4 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: J. Randall Dixon 6007 Hwy. 155 N. Stockbridge, Georgia 30081 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ------------------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ J. Randall Dixon (Seal) -------------------------------------- (Signature) J. Randall Dixon -------------------------------------- (Print Name) - 5 - EX-4.19 19 OPTION AGREEMENT 1 EXHIBIT 4.19 OPTION AGREEMENT (Officers) THIS AGREEMENT is made and entered into as of this 1st day of April, 1996, by and between Wachovia Corporation ("Wachovia"), a corporation organized and existing under the laws of the State of North Carolina and Terry D. Ellington ("Option Holder"). W I T N E S S E T H: WHEREAS, Option Holder is entitled to an option (the "First National Option") to purchase 3,882 shares of common stock of The First National Bankshares of Henry County, Inc. ("First National") pursuant to an Employment Agreement (the "Employment Agreement"), dated as of December 1, 1994, between Option Holder and The First National Bank of Henry County; WHEREAS, Wachovia and First National are parties to an Agreement and Plan of Merger (the "Agreement"), dated November 22, 1995, providing for Wachovia's acquisition of First National; WHEREAS, Section 3.1(c) of the Agreement provides that Option Holder's First National Option will be converted into an option (the "Option") to purchase Wachovia common stock (the "Common Stock") at an option price of $24.85 based upon a fixed exchange rate of 0.4024; and WHEREAS, the Option granted by this Option Agreement is in exchange for and in cancellation of the First National Option. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Grant of Option. Subject to the terms, restrictions, limitations and conditions stated herein, Wachovia hereby grants to Option Holder the Option to purchase all or any part of an aggregate of 1,562 shares of the Common Stock of Wachovia. 2. Term. The Option may be exercised in whole, or from time to time in part, at any time from the date hereof until 5:00 p.m. Eastern time on September 28, 1996 (the "Expiration Time"). 3. Purchase Price. The price per share to be paid by Option Holder for the shares of Common Stock subject to this Option shall be $24.85, subject to adjustment as set forth in Section 6 and Section 7 hereof (such price, as adjusted, is hereinafter called the "Purchase Price"). 2 4. Exercise of Option. The Option may be exercised by Option Holder by delivery to Wachovia, at the address of Wachovia set forth under Section 11(a) hereof or such other address as Wachovia advises Option Holder pursuant to Section 11(a) hereof, of the following: (a) Written notice of exercise specifying the number of shares of Common Stock with respect to which the Option is being exercised; and (b) A cashier's or certified check payable to Wachovia for the full amount of the aggregate Purchase Price for the number of shares as to which the Option is being exercised. 5. Issuance of Shares. Upon receipt of the items set forth in Section 4, and subject to the terms hereof, Wachovia shall cause to be delivered to Option Holder stock certificates for the number of shares specified in the notice to exercise, such shares to be registered in the name of Option Holder. Notwithstanding the foregoing, Wachovia shall not be required to issue or deliver any certificate for shares of Common Stock purchased upon exercise of the Option or any portion thereof prior to the fulfillment of the following conditions: (a) The admission of such shares for listing on all stock exchanges on which the Common Stock is then listed; (b) The completion of any registration or other qualification of such shares which Wachovia shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body; (c) The obtaining of any approval or other clearance from any federal or state governmental agency or body which Wachovia shall determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the exercise of the Option as Wachovia from time to time may establish for reasons of administrative convenience. Wachovia shall have no obligation to obtain the fulfillment of these conditions; provided, however, that Option Holder shall have one full calendar year after these conditions have been fulfilled to exercise his or her Option granted herein, notwithstanding any other provision herein. 6. Antidilution, Etc. (a) If prior to the Expiration Time, Wachovia shall subdivide its outstanding shares of Common Stock into a greater number of shares, or declare and pay a dividend on its Common Stock payable in additional shares of its Common Stock, the Purchase Price as then in effect shall be proportionately reduced, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately increased. (b) If prior to the Expiration Time, Wachovia shall combine its outstanding shares of the Common Stock into a smaller number of shares, the Purchase Price, as then in effect, shall - 2 - 3 be proportionately increased, and the number of shares of Common Stock then subject to exercise under the Option (and not previously exercised) shall be proportionately reduced. 7. Reorganization, Reclassification, Consolidation or Merger. If prior to the Expiration Time, there shall be any reorganization or reclassification of the Common Stock of Wachovia (other than a subdivision or combination of shares provided for in Section 6 hereof), or any consolidation or merger of Wachovia with another entity, the Option Holder shall thereafter be entitled to receive, during the term hereof and upon payment of the Purchase Price, the number of shares of stock or other securities or property of Wachovia or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of the Common Stock of Wachovia, deliverable upon the exercise of this Option, would have been entitled upon such reorganization, reclassification, consolidation or merger; and in any case, appropriate adjustment (as determined by agreement of the Option Holder and the Board of Directors of Wachovia) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the Option Holder to the end that the provisions set forth herein (including the adjustment of the Purchase Price and the number of shares issuable upon the exercise of this Option) shall thereafter be applicable, as nearly as may be reasonably practicable, in relation to any shares or other property thereafter deliverable upon the exercise hereof. 8. Notice of Adjustments. Upon any adjustment of the Purchase Price and any increase or decrease in the number of shares of Common Stock purchasable upon the exercise of this Option, Wachovia, within thirty (30) days thereafter, shall give written notice thereof to the Option Holder at the address set forth under Section 11(a) hereof or such other address as Option Holder may advise Wachovia pursuant to Section 11(a) hereof, which notice shall state the Purchase Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of this Option, setting forth in reasonable detail the method of calculation of each. 9. Transfer and Assignment. (a) Neither this Option nor any rights hereunder are assignable or transferable by Option Holder otherwise than by will or under the laws of descent and distribution, and during the Option Holder's lifetime this Option is exercisable only by Option Holder (or by Option Holder's guardian or legal representative, should one be appointed). More particularly, but without limiting the generality of the foregoing, except as may be approved otherwise by Wachovia, this Option may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof shall be null and void and without legal effect. (b) Shares of Common Stock acquired by exercise of the Option granted hereby may not be transferred or sold unless the transfer is exempt from further regulatory approval or otherwise permissible under applicable law, including state and federal securities laws. - 3 - 4 10. Cancellation of First National Option. Option Holder agrees that the Option granted by this Option Agreement is in exchange for and in cancellation of the First National Option to purchase First National common stock granted by the Employment Agreement. 11. Miscellaneous. (a) All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telegram or facsimile transmission, or if mailed, by postage prepaid first class mail, on the third business day after mailing, to the following address (or at such other address as a party may notify the other hereunder): To Wachovia: Wachovia Corporation 301 North Main Street P. O. Box 3099 Winston-Salem, North Carolina 27150-3099 Attention: Kenneth W. McAllister, Esq. To Option Holder: Terry D. Ellington 8991 Thornton Blvd. Jonesboro, Georgia 30236 (b) Wachovia covenants that it has reserved and will keep available, solely for the purpose of issue upon the exercise hereof, a sufficient number of shares of Common Stock to permit the exercise hereof in full. (c) No holder of this Option, as such, shall be entitled to vote or receive dividends with respect to the shares of Common Stock subject hereto or be deemed to be a shareholder of Wachovia for any purpose until such Common Stock has been issued. (d) This Option may be amended only by an instrument in writing executed by the party against whom enforcement of the amendment is sought. (e) This Option may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. (f) This Option shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina. [SIGNATURES ON NEXT PAGE] - 4 - 5 IN WITNESS WHEREOF, Wachovia has caused this Option Agreement to be signed by its duly authorized officers and its corporate seal to be affixed hereto, and Option Holder has executed this Option Agreement under seal, all as of the day and year first above written. WACHOVIA CORPORATION [CORPORATE SEAL] By: /s/ Kenneth W. McAllister ---------------------------------- Executive Vice President and General Counsel ATTEST: /s/ Alice Washington Grogan - --------------------------- Secretary OPTION HOLDER /s/ Terry D. Ellington (Seal) ------------------------------------ (Signature) Terry D. Ellington ------------------------------------ (Print Name) - 5 - EX-5 20 OPINION OF K. MCALLISTER 1 [WACHOVIA LETTERHEAD] EXHIBIT 5 April 1, 1995 Wachovia Corporation 100 North Main Street P.O. Box 1099 Winston-Salem, North Carolina 27150 RE: Registration Statement on Form S-8 Gentlemen: I am familiar with the proceedings taken by Wachovia Corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement" under the Securities Act of 1933, as amended, pertaining to the issuance of up to 81,679 shares of the Company's Common Stock, par value $5.00 per share (the "Shares"), pursuant to certain option agreements entered into between the Company and certain current or former officers and directors of The First National Bankshares of Henry County, Inc. ("FNBHC") in connection with the merger of FNBHC with and into the Company as set forth in the Agreement and Plan of Merger dated November 22, 1995 by and between the Company and FNBCH (the "Merger Agreement"). As counsel for the Company, I have reviewed the Registration Statement, and I have examined and am familiar with the records relating to the organization of the Company, including its articles of incorporation, bylaws and all amendments thereto, and the records of all proceedings taken by the Board of Directors and shareholders of the Company pertinent to the rendering of this opinion. Based on the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that the Shares have been duly authorized and, upon issuance in accordance with the terms of the Merger Agreement, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, Kenneth W. McAllister EX-23.2 21 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 filed on or about April 1, 1996) pertaining to The First National Bank of Henry County, Inc. Stock Option Plan of our report dated January 11, 1996, with respect to the consolidated financial statements of Wachovia Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. Ernst & Young LLP Winston-Salem, North Carolina April 1, 1996 EX-24 22 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: We, the undersigned directors of Wachovia Corporation (the "Corporation"), and each of us, do hereby make, constitute and appoint Kenneth W. McAllister and Alice Washington Grogan, and each of them (either of whom may act without the consent or joinder of the other), our attorneys-in-fact and agents with full power of substitution for us and in our name, place and stead, in any and all capacities, to file a Registration Statement on Form S-8 or other applicable form, relating to one or more offerings of the Corporation's common stock pursuant to certain option agreements entered into between the Corporation and certain current or former officers and directors of The First National Bankshares of Henry County, Inc. or its subsidiaries, with the Securities and Exchange Commission, and to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing requisite and necessary to be done in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, we the undersigned have executed this Power of Attorney this the 29th day of March, 1996. Leslie M. Baker, Jr. Rufus C. Barkley, Jr. - --------------------------------------------------- -------------------------------------------------------------- Leslie M. Baker, Jr. Rufus C. Barkley, Jr. Crandall C. Bowles John L. Clendenin - --------------------------------------------------- -------------------------------------------------------------- Crandall C. Bowles John L. Clendenin Lawrence M. Gressette, Jr. Thomas K. Hearn, Jr. - --------------------------------------------------- -------------------------------------------------------------- Lawrence M. Gressette, Jr. Thomas K. Hearn, Jr. W. Hayne Hipp Robert M. Holder, Jr. - --------------------------------------------------- -------------------------------------------------------------- W. Hayne Hipp Robert M. Holder, Jr. Donald R. Hughes F. Kenneth Iverson - --------------------------------------------------- -------------------------------------------------------------- Donald R. Hughes F. Kenneth Iverson James W. Johnston John G. Medlin, Jr. - --------------------------------------------------- -------------------------------------------------------------- James W. Johnston John G. Medlin, Jr. Wyndham Robertson Herman J. Russell - --------------------------------------------------- -------------------------------------------------------------- Wyndham Robertson Herman J. Russell Sherwood H. Smith, Jr. Charles McKenzie Taylor - --------------------------------------------------- -------------------------------------------------------------- Sherwood H. Smith, Jr. Charles McKenzie Taylor
EX-27 23 FINANCIAL DATA SCHEDULE
9 1,000 U.S. DOLLARS YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 1 2,692,318 451,279 144,105 1,114,926 7,409,825 1,619,480 1,721,222 29,261,153 408,808 44,981,314 26,368,757 8,073,268 1,342,504 5,423,028 0 0 851,793 2,921,964 44,981,314 2,384,919 562,347 72,464 3,019,730 823,454 1,579,107 1,440,623 103,791 (23,494) 1,203,596 868,868 602,543 0 0 602,543 3.50 3.49 4.16 53,547 48,970 0 0 406,132 134,499 33,384 408,808 334,526 3,697 70,585
-----END PRIVACY-ENHANCED MESSAGE-----