-----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, D/WTNSMFlYWy7XFLuicFXOLNlspgJ758wwUWk1LR1pZM9DR0PU3D+JWBaXxYYb61 J7pHCx4AZb5Rws8/3g02/Q== 0000950168-98-000225.txt : 19980129 0000950168-98-000225.hdr.sgml : 19980129 ACCESSION NUMBER: 0000950168-98-000225 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980128 EFFECTIVENESS DATE: 19980128 SROS: NYSE 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: SEC FILE NUMBER: 333-45099 FILM NUMBER: 98515702 BUSINESS ADDRESS: STREET 1: 100 N MAIN ST STREET 2: P O BOX 3099 CITY: WINSTON SALEM STATE: NC ZIP: 27150 BUSINESS PHONE: 9107705000 MAIL ADDRESS: STREET 1: 100 NORTH MAIN ST STREET 2: P O BOX 3099 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 S-8 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 56-1473727 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 100 NORTH MAIN STREET, P.O. BOX 3099, WINSTON-SALEM, NORTH CAROLINA 27150 191 PEACHTREE STREET, N.E., P.O. BOX 4148, ATLANTA, GEORGIA 30303 (Address of principal executive offices, including zip code) WACHOVIA CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (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 (336) 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 (1) PER UNIT (2) PRICE FEE - ---------- ----------- -------- ------------ --- Deferred Compensation Obligations $50,000,000(1) 100% $50,000,000 (2) $14,750
(1) The Deferred Compensation Obligations are unsecured obligations of Wachovia Corporation to pay deferred compensation in the future in accordance with the terms of the Wachovia Corporation Executive Deferred Compensation Plan. (2) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of determining the registration fee. 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, 1996, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; (c) The Company's Current Reports on Form 8-K filed June 10, 1997, June 24, 1997, August 7, 1997, September 9, 1997, October 20, 1997 and December 30, 1997; and (d) 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. 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. ITEM 4. DESCRIPTION OF SECURITIES. The deferred compensation obligations of the Company (the "Deferred Compensation Obligations") being registered herein are issuable under the terms of the Wachovia Corporation Executive Deferred Compensation Plan (the "Plan"). The Deferred Compensation Obligations represent obligations of the Company or its affiliates (the Company and its affiliates being collectively referred to herein as the "Company" unless the context otherwise requires) to pay to Plan participants certain compensation amounts which the participants have elected to defer. The Deferred Compensation Obligations may also represent amounts that have been credited to a participant's account under the Plan. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees of the Company. The Plan is intended to protect certain highly compensated employees from the loss of benefits under tax-qualified retirement plans as a result of the application of statutory restrictions on benefits which are not applicable to other employees of the Company. The Plan also permits certain highly compensated employees to defer receipt of a portion of the incentive compensation payable by the Company. The Deferred Compensation Obligations are payable in cash and generally will be paid in equal monthly installments over a term certain of fifteen years upon retirement, death or other termination of service. The Deferred Compensation Obligations constitute general unsecured obligations of the Company to the participant and rank pari passu with ---- ----- other unsecured and unsubordinated indebtedness of the Company. The Deferred Compensation Obligations are not convertible into another security of the Company. Benefits are payable solely from general funds of the Company and are subject to the risk of corporate insolvency. The Company may but is not required to establish or maintain a special or separate fund or otherwise to segregate assets to facilitate payments under the Plan, and participants will not have any interest in any particular assets of the Company by reason of any obligation created under the Plan. Nothing in the Plan creates or may be construed as creating a trust of any kind or any other fiduciary relationship between the Company and a participant or any other person, and each participant (or person claiming through him) will be responsible for enforcing his own rights with respect to the II - 1 Deferred Compensation Obligations. A participant's right to the Deferred Compensation Obligations cannot be transferred, assigned, pledged or encumbered except by a written designation of a beneficiary under the terms of the Plan. Any attempt to sell, transfer, assign, pledge or encumber the Deferred Compensation Obligations will be void. The amount of compensation to be deferred by each participant is determined in accordance with the terms of the Plan based on elections by the participant. Deferred amounts are credited to each participant's account. Amounts in a participant's account will be indexed to one or more hypothetical or "deemed" investment media individually chosen by a participant from the hypothetical investment funds available under the Plan. Each participant's account will be adjusted to reflect the investment performance of the selected investment fund(s), including any appreciation or depreciation. Amounts deferred are fully vested (i.e., nonforfeitable) at all times. There is no trading market for the Deferred Compensation Obligations. The Plan may be amended or terminated at any time by the Committee appointed by the Board of Directors of the Company and authorized to administer the Plan. However, in no event may such amendment or termination reduce any participant's benefit as of the date of such amendment or termination without the participant's consent, nor shall any such amendment or termination affect the terms of the Plan relating to the payment of such benefit. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the Deferred Compensation Obligations issuable under the Plan has been passed upon by Kenneth W. McAllister, Esq., General Counsel of the Company, who owns approximately 23,000 shares of Common Stock and has been granted options to purchase 80,007 shares of Common Stock and restricted awards for 35,000 shares of Common Stock under plans of the Company. 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. 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 II - 2 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. ITEM 8. EXHIBITS. The following exhibits are filed as a part of this Registration Statement: NUMBER DESCRIPTION 4 Wachovia Corporation Executive Deferred Compensation Plan 5 Opinion of Kenneth W. McAllister, Esq., as to the validity of the Deferred Compensation Obligations 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 23.3 Consent of KPMG Peat Marwick LLP 24 Power of Attorney 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 (the "Securities Act"); (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) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. II - 3 (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 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. (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 - 4 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on this 23rd day of January, 1998. 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 January 23, 1998.
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) James S. Balloun * James M. Betts * Name: James S. Balloun Name: James M. Betts Title: Director Title: Director Peter C. Browning * John T. Casteen III * Name: Peter C. Browning Name: John T. Casteen III 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. * George W. Henderson III * Name: Thomas K. Hearn, Jr. Name: George W. Henderson III Title: Director Title: Director W. Hayne Hipp * Name: W. Hayne Hipp Name: Robert M. Holder, Jr. Title: Director Title: Director II - 5 Robert A. Ingram * James W. Johnston * Name: Robert A. Ingram Name: James W. Johnston Title: Director Title: Director George R. Lewis * Lloyd U. Noland, III * Name: George R. Lewis Name: Lloyd U. Noland, III Title: Director Title: Director Name: Wyndham Robertson Name: Herman J. Russell Title: Director Title: Director Sherwood H. Smith, Jr. * John C. Whitaker, Jr. * Name: Sherwood H. Smith, Jr. Name: John C. Whitaker, Jr. Title: Director Title: Director Robert S. McCoy, Jr. Donald K. Truslow Name: Robert S. McCoy, Jr. Name: Donald K. Truslow Title: Senior Executive Vice President and Title: Executive Vice President, Comptroller and Chief Financial Officer Treasurer (principal accounting officer) (principal financial officer)
* By: Kenneth W. McAllister Name: Kenneth W. McAllister Attorney-in-Fact II - 6 EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8 OF WACHOVIA CORPORATION
EXHIBIT NO. DESCRIPTION 4 Wachovia Corporation Executive Deferred Compensation Plan 5 Opinion of Kenneth W. McAllister, Esq., as to the validity of the Deferred Compensation Obligations 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 23.3 Consent of KPMG Peat Marwick LLP 24 Power of Attorney
II - 7 EX-4 2 EXHIBIT 4 EXHIBIT 4 WACHOVIA CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN TABLE OF CONTENTS EXECUTIVE DEFERRED COMPENSATION PLAN
Page Section 1. Purpose.........................................................................................1 Section 2. Definitions.....................................................................................2 2.1 "Accrued benefit".........................................................................2 2.2 "Active participant"......................................................................2 2.3 "Adjustment date".........................................................................2 2.4 "Beneficiary".............................................................................2 2.5 "Board"...................................................................................2 2.6 "CFB Plan Account"........................................................................2 2.7 "Committee"...............................................................................3 2.8 "Deferred Compensation Account"...........................................................3 2.9 "Disability"..............................................................................3 2.10 "EDCP Account"............................................................................3 2.11 "Effective date of the plan"..............................................................3 2.12 "Eligible employee".......................................................................3 2.13 "Employee"................................................................................4 2.14 "Employer"................................................................................4 2.15 "Incentive Plan"..........................................................................4 2.16 "Normal retirement age"...................................................................4 2.17 "Participant".............................................................................4 2.18 "Plan"....................................................................................5 2.19 "Plan year"...............................................................................5 2.20 "Predecessor plan" .......................................................................5 2.21 "Retire" or "retirement"..................................................................5 2.22 "SERP Transfer Account"...................................................................5 2.23 "Service".................................................................................5 2.24 "Spouse"..................................................................................5 2.25 "Termination adjustment date".............................................................6 2.26 "1934 Act"................................................................................6 Section 3. Credits to Participant Accounts.................................................................6 3.1 Benefit equalization credits..............................................................6 3.2 Incentive compensation credits............................................................7 3.3 Predecessor plan credits..................................................................8 Section 4. Retirement; Termination of Service; Death.......................................................9 4.1 Normal retirement.........................................................................9 4.2 Delayed retirement........................................................................9 4.3 Disability retirement.....................................................................9 4.4 Early retirement..........................................................................9 4.5 Termination of service...................................................................10 4.6 Payment of benefit by reason of retirement or termination................................10 4.7 Payment of benefit by reason of death....................................................11 4.8 Hardship.................................................................................11 4.9 Prepayment...............................................................................12 Section 5. Vesting........................................................................................13 Section 6. Account; Deemed Investment; Adjustment of Accounts.............................................13 6.1 Deferred Compensation Account............................................................13 6.2 Deemed Investment........................................................................13 6.3 Adjustments to Deferred Compensation Accounts............................................15 Section 7. Special Provisions Regarding EDCP Accounts.....................................................15 7.1 Benefit payments at termination of employment............................................15 7.2 Benefit payment when termination of employment occurs between age 60 and 65............................................................................16 7.3 Benefit payments upon disability.........................................................16 7.4 Preretirement death benefits.............................................................17 7.5 Suicide..................................................................................17 7.6 Noncompetition requirement...............................................................18 Section 8. Administration by Committee....................................................................18 8.1 Membership of Committee..................................................................18 8.2 Committee officers; Subcommittee.........................................................18 8.3 Committee meetings.......................................................................18 8.4 Transaction of business..................................................................19 8.5 Committee records........................................................................19 8.6 Establishment of rules...................................................................19 8.7 Conflicts of interest....................................................................19 8.8 Correction of errors.....................................................................19 8.9 Authority to interpret plan..............................................................20 8.10 Third party advisors.....................................................................20 8.11 Compensation of members..................................................................20 8.12 Expense reimbursement....................................................................20 8.13 Indemnification..........................................................................21 Section 9. No Trust.......................................................................................21 Section 10. Benefits Not Assignable; Facility of Payments.................................................22 10.1 Benefits not assignable..................................................................22 10.2 Payments to minors and others............................................................22 Section 11. Beneficiary...................................................................................22 Section 12. Amendment and Termination of Plan.............................................................23 Section 13. Communication to Participants.................................................................23 Section 14. Claims Procedure..............................................................................23 14.1 Filing of a claim for benefits...........................................................23 14.2 Notification to claimant of decision.....................................................24 14.3 Procedure for review.....................................................................24 14.4 Decision on review.......................................................................25 14.5 Action by authorized representative of claimant..........................................25 Section 15. Miscellaneous Provisions......................................................................25 15.1 Set off..................................................................................25 15.2 Notices..................................................................................26 15.3 Lost distributees........................................................................26 15.4 Reliance on data.........................................................................26 15.5 Receipt and release for payments.........................................................26 15.6 Headings.................................................................................27 15.7 Continuation of employment...............................................................27 15.8 Merger or consolidation..................................................................27 15.9 Compliance with Securities Laws..........................................................27 15.10 Construction.............................................................................28
WACHOVIA CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN SECTION 1. PURPOSE: This Wachovia Corporation Executive Deferred Compensation Plan (the "plan") is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees of Wachovia Corporation and its affiliates (the "Employer") pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA"). The plan is not intended to be a tax-qualified retirement plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The plan amends and restates as of February 1, 1998, the Wachovia Corporation Retirement Savings and Profit-Sharing Benefit Equalization Plan (the "RSPSP Equalization Plan"), the South Carolina National Corporation Deferred Compensation Plan (the "SCNC Plan") and the Central Fidelity Banks, Inc. Amended and Restated Supplemental Stock and Thrift Plan (the "CFB Plan"), which were established by the Employer and its affiliates to protect certain highly compensated employees from the loss of benefits under tax-qualified retirement plans as a result of the application of statutory restrictions on benefits which are not applicable to other employees of the Employer. The plan also amends and restates as of February 1, 1998, the Wachovia Corporation Incentive Plan Deferral Arrangement (the "Deferral Arrangement") which was established to permit certain highly compensated employees to defer receipt of a portion of the incentive compensation payable by the Employer. SECTION 2. DEFINITIONS: As used in the plan, including this Section 2, references to one gender shall include the other and, unless otherwise indicated by the context: 2.1 "ACCRUED BENEFIT" shall mean, with respect to each participant, the balance credited to his Deferred Compensation Account as of the applicable adjustment date, following adjustment to such account as of such adjustment date as provided in Section 6. 2.2 "ACTIVE PARTICIPANT" shall mean, with respect to any day or date, a participant who is in service on such day or date; provided, that a participant who is in service shall cease to be an active participant immediately upon a determination by the Committee that the participant has ceased to be an eligible employee. 2.3 "ADJUSTMENT DATE" shall mean the last day of each month during a plan year, and such other dates as the Committee may select from time to time. The adjustment date occurring on December 31 of each year shall be referred to herein as the "year-end adjustment date." 2.4 "BENEFICIARY" shall mean the person, persons, entity or entities designated or determined pursuant to the provisions of Section 11 of the plan. 2.5 "BOARD" shall mean the Board of Directors of Wachovia Corporation, or such committee of the Board to which the Board shall assign all or part of its duties and powers under the plan. 2.6 "CFB PLAN ACCOUNT" shall mean an account subsidiary to the Deferred Compensation Account of a participant who was a participant in the CFB Plan immediately prior to the effective date of this plan to which shall be credited the balance to the credit of such participant in the CFB Plan as provided in Section 3.3. - 2 - 2.7 "COMMITTEE" shall mean the Management Resources and Compensation Committee of the Board. 2.8 "DEFERRED COMPENSATION ACCOUNT" shall mean the separate account to be kept for each participant to which benefit equalization credits, incentive compensation credits, and certain predecessor plan credits shall be credited as described in Section 3. The Deferred Compensation Account of a participant shall include the SERP Transfer Account or CFB Plan Account, if any, but not the EDCP Account. 2.9 "DISABILITY" shall mean the inability of a participant to perform his regular duties with the Employer or any other duties which the Employer is willing to assign to him by reason of any medically determinable physical or mental impairment that can be expected to result in death or to be of long continued or indefinite duration. The determination of the existence or nonexistence of disability shall be made by the Committee in a nondiscriminatory manner pursuant to an examination by a medical doctor selected or approved by the Committee. 2.10 "EDCP ACCOUNT" shall mean the separate account established for a former participant in the SCNC Plan to reflect the benefit amount payable under Article II of the SCNC Plan. 2.11 "EFFECTIVE DATE OF THE PLAN" shall be February 1, 1998. 2.12 "ELIGIBLE EMPLOYEE" shall mean each employee who is determined by the Committee to be a highly compensated or management employee and who is selected by the Committee to participate in the plan. An employee shall cease to be an eligible employee immediately upon the first to occur of the following: (i) the employee's termination of service; (ii) determination by the Committee that the employee no longer is a highly compensated or - 3 - management employee; or (iii) determination by the Committee in its sole discretion that the employee shall no longer be eligible to participate in the plan. 2.13 "EMPLOYEE" shall mean an individual in the service of the Employer if the relationship between the individual and the Employer is the legal relationship of employer and employee. 2.14 "EMPLOYER" shall mean Wachovia Corporation, a North Carolina corporation with its principal office at Winston-Salem, North Carolina, and any affiliate thereof, or any successor thereto by merger, consolidation or otherwise. 2.15 "INCENTIVE PLAN" means any one or more of the incentive compensation arrangements maintained by the Employer for the benefit of employees, and which permits the deferral of compensation payments pursuant to this plan. By way of illustration and not limitation, such plans include the Wachovia Corporation Senior Management Incentive Plan, the Wachovia Corporation Bond and Money Market Group Variable Compensation Plan, the Trust Investment Management Incentive Plan, the South Carolina National Corporation Executive Incentive Compensation Plan, and any other incentive compensation arrangement as may be approved by the Committee for the deferral of compensation pursuant to this plan. 2.16 "NORMAL RETIREMENT AGE" of a participant shall be age sixty-five. The "normal retirement date" of a participant shall mean the first day of the calendar month coincident with or next following attainment by the participant of his normal retirement age. 2.17 "PARTICIPANT" shall mean with respect to any plan year an eligible employee who has entered the plan and any other employee who has an accrued benefit under the plan. An eligible employee who has not otherwise entered the plan shall enter the plan and become a participant as of the date determined by the Committee. A participant who separates from service - 4 - with the Employer and who later returns to service will not be eligible to defer compensation under the plan except upon satisfaction of such terms and conditions as the Committee shall establish upon the participant's return to service, whether or not the participant shall have an accrued benefit remaining under the plan on the date of his return to service. 2.18 "PLAN" shall mean the unfunded, nonqualified deferred compensation plan as herein set out or as duly amended. 2.19 "PLAN YEAR" shall mean the twelve-month period ending on December 31 of each year. 2.20 "PREDECESSOR PLAN" shall mean the RSPSP Equalization Plan, SCNC Plan, CFB Plan and Deferral Arrangement described in Section 1. 2.21 "RETIRE" OR "RETIREMENT" shall mean retirement within the meaning of Section 4.1, 4.2, 4.3 or 4.4. 2.22 "SERP TRANSFER ACCOUNT" shall mean an account subsidiary to the Deferred Compensation Account of a participant who was a Predecessor SERP Participant as defined in the RSPSP Equalization Plan immediately prior to the effective date of this plan. The balance to the credit of such participant in the SERP Transfer Account under the RSPSP Equalization Plan shall be credited to the SERP Transfer Account of the participant under this plan as provided in Section 3.3. 2.23 "SERVICE" shall mean employment by the Employer as an employee. 2.24 "SPOUSE" or "surviving spouse" shall mean, except as otherwise provided in the plan, the legally married spouse or surviving spouse of a participant. - 5 - 2.25 "TERMINATION ADJUSTMENT DATE" shall mean the adjustment date coincident with or next following the date as of which a participant terminates service with the Employer for any reason (including retirement or death). 2.26 "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended. SECTION 3. CREDITS TO PARTICIPANT ACCOUNTS: 3.1 BENEFIT EQUALIZATION CREDITS: The Committee shall credit to the Deferred Compensation Account of a participant the amount of any contribution not allocable to the participant under the Retirement Savings and Profit-Sharing Plan of Wachovia Corporation, as amended from time to time (the "RSPSP"), due to the application of any statutory contribution restriction applicable to the RSPSP under Section 401(a) of the Code. Such amount shall be referred to herein as the participant's "restricted amount." By way of illustration and not limitation, the statutory contribution restrictions to be taken into account in determining the restricted amount of the participant shall include the restrictions found in Sections 401(a)(4), 401(a)(17), 401(a)(30), 401(k), 401(m), 402(g) and 415 of the Code, or any successors thereto or similar statutory restrictions enacted in the future. In the event a contribution is allocated to the RSPSP account of the participant and is subsequently distributed to the participant or forfeited because of a statutory contribution restriction, such distributed or forfeited amount shall be treated for purposes of this plan as a restricted amount as of the adjustment date coincident with or next following such distribution or forfeiture. The restricted amount of each participant shall be credited to his Deferred Compensation Account as of the adjustment date coincident or next following the date the restricted amount is determined by the Committee. As a condition to the credit of the restricted amount to the Deferred Compensation Account of a participant, the participant must agree to defer payment of an amount of his compensation from the Employer equal to the restricted amount, less the portion of such restricted - 6 - amount attributable to supplemental contributions to the RSPSP by the Employer. The deferral agreement must be executed prior to the date the participant first enters the plan and shall continue in effect for each year thereafter in which he remains a participant. 3.2 INCENTIVE COMPENSATION CREDITS: The Committee shall credit to the Deferred Compensation Account of a participant the amount of any incentive compensation for which the participant has elected to defer receipt during the plan year. Any participant who is eligible to earn incentive compensation under an Incentive Plan of the Employer may elect to defer receipt of a percentage (not to exceed 50%) of the incentive compensation, if any, earned by him for such plan year under an Incentive Plan. Such election shall be filed in writing with the Committee on a form provided by the Committee prior to the first day of the plan year for which such election is to be effective. An election, once filed, shall continue in effect until the first day of the plan year next following receipt by the Committee of a written revocation of such election, or until the participant's earlier termination of employment or termination of participation in an Incentive Plan. No amount shall be deferred with respect to any eligible employee for any plan year for which there is no election in effect, and no election for any plan year may be revoked after the beginning of such plan year. The amount of the incentive compensation which can be deferred for any plan year pursuant to the plan shall not be less than $1,000. If the amount to be deferred pursuant to any election for a plan year shall be less than $1,000, such election shall be null and void and of no force and effect. A participant who has revoked an earlier election to defer may file a new election for any plan year (including the first plan year for which such election would have been effective) at any time prior to such plan year. The incentive compensation deferred by a participant shall be credited to the Deferred Compensation Account of the participant as of the adjustment date coincident with or next - 7 - following the date that such amounts would have been paid to the participant were it not for the deferral. 3.3 PREDECESSOR PLAN CREDITS: 3.3.1 Deferred Compensation Account: As of the effective date of the plan, the Committee shall credit to the Deferred Compensation Account of each participant who was a participant in the RSPSP Equalization Plan or Deferral Arrangement an amount equal to the balance to the credit of such participant as of January 31, 1998, in the Benefit Equalization Account under the RSPSP Equalization Plan or under a Deferral Arrangement. Following such credit to the Deferred Compensation Account of the participant under this plan, the participant shall have no further rights to such amounts under such predecessor plans. 3.3.2 SERP Transfer Account: As of the effective date of the plan, the Committee shall credit to the SERP Transfer Account of each participant who was a SERP Transfer Participant as defined in the RSPSP Equalization Plan an amount equal to the balance to the credit of such participant as of January 31, 1998, in the SERP Transfer Account under the RSPSP Equalization Plan. Following such credit to the SERP Transfer Account of the participant under this plan, the participant shall have no further rights to such amount under the RSPSP Equalization Plan. 3.3.3 CFB Plan Account: As of the effective date of the plan, the Committee shall credit to the CFB Plan Account of each participant who was a participant in the CFB Plan an amount equal to the balance to the credit of such participant pursuant to the terms of the CFB Plan as of January 31, 1998. Following such credit to the CFB Plan Account of the participant under this plan, the participant shall have no further rights or benefits under the CFB Plan. 3.3.4 EDCP Account: As of the effective date of the plan, the Committee shall credit to the EDCP Account of each participant who was a participant in the SCNC Plan an amount - 8 - equal to the benefit payable to such participant pursuant to the terms of Article II of the SCNC Plan as of January 31, 1998. Following such credit to the EDCP Account of the participant under this plan, the participant shall have no further rights to such amounts under the SCNC Plan. SECTION 4. RETIREMENT; TERMINATION OF SERVICE; DEATH: 4.1 NORMAL RETIREMENT: A participant who is in service shall be eligible to retire from service at his normal retirement date and commence receiving payment of his accrued benefit, determined as of his termination adjustment date. Payment of such benefit shall be made by the Employer pursuant to Section 4.6. 4.2 DELAYED RETIREMENT: If a participant shall remain in service following his normal retirement date, his retirement date shall be the date he actually terminates service for reasons other than death, whereupon he shall commence receiving payment of his accrued benefit, determined as of his termination adjustment date. Payment of such benefit shall be made by the Employer pursuant to Section 4.6. During the period that such participant remains in service pursuant to this Section 4.2, he shall continue to be a participant for and including each plan year in which he meets the requirements therefor. If an employee not otherwise a participant becomes eligible to enter the plan following his normal retirement date, the provisions of this Section 4.2 shall apply in determining his retirement date. 4.3 DISABILITY RETIREMENT: If a participant shall suffer disability while in service prior to his normal retirement date, he shall retire as of the date of establishment of his disability, whereupon he shall commence receiving payment of his accrued benefit, determined as of his termination adjustment date. Such benefit shall be paid by the Employer as provided in Section 4.6. 4.4 EARLY RETIREMENT: If a participant has attained at least age fifty-five and completed ten or more years of service, he shall be eligible to retire upon ninety days' prior written - 9 - notice to the Employer and the Committee, whereupon he shall commence receiving payment of his accrued benefit determined as of his termination adjustment date. Such benefit shall be paid by the Employer as provided in Section 4.6. 4.5 TERMINATION OF SERVICE: If the service of a participant with the Employer shall be terminated for any reason other than retirement or death, his accrued benefit, determined as of his termination adjustment date, shall be paid to him by the Employer as provided in Section 4.6. 4.6 PAYMENT OF BENEFIT BY REASON OF RETIREMENT OR TERMINATION: If a participant shall retire or terminate service, his accrued benefit, determined as of his termination adjustment date, shall be paid by the Employer in cash in equal monthly installments over a term certain of fifteen years. Payment of such benefit shall commence as of the first day of the month next following such termination adjustment date, and shall continue on the first day of each month thereafter for the remainder of the term certain. The amount of each monthly installment shall be adjusted as of each year-end adjustment date during the term certain to reflect credits and debits to the participant's Deferred Compensation Account pursuant to Section 6. Such adjustment shall be made by dividing the balance in his Deferred Compensation Account as of such date (following adjustment as of such date) by the number of monthly installments remaining to be paid hereunder; provided, that the last monthly installment due hereunder shall be the entire amount credited to the participant's Deferred Compensation Account on the date of payment. Notwithstanding the foregoing provisions of this Section 4.6, the portion of the Deferred Compensation Account of the participant consisting of the CFB Plan Account, if any, shall be distributed as elected by the participant pursuant to the terms of the CFB Plan as in effect immediately prior to the effective date of this plan. - 10 - 4.7 PAYMENT OF BENEFIT BY REASON OF DEATH: 4.7.1 If the participant dies while in service, the Employer shall pay a death benefit to the participant's beneficiary equal to the participant's accrued benefit determined as of his termination adjustment date. Such death benefit shall be paid by the Employer to the participant's beneficiary in the manner described in Section 4.6, treating for this purpose the beneficiary as the participant. 4.7.2 If the participant dies following his retirement or termination of service and before all payments to him under the plan have been made, the remainder of such payments shall be made to the participant's beneficiary in the same manner as they would have been paid to the participant had he lived. 4.8 HARDSHIP: 4.8.1 A participant may, at any time prior to his termination of service, make application to the Committee to receive a distribution in a lump sum of all or a portion of the total amount credited to his Deferred Compensation Account (determined as of the adjustment date coincident with or immediately preceding the date a request is made) because of an unforeseeable emergency that results in severe financial hardship to the participant. A distribution because of an unforeseeable emergency shall not exceed the amount required to meet the immediate financial need created by the unforeseeable emergency and not otherwise reasonably available from other resources of the participant. Examples of an unforeseeable emergency shall include but shall not be limited to those financial needs arising on account of a sudden or unexpected illness or accident of the participant or of a dependent of the participant, loss of the participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the participant. - 11 - 4.8.2 The participant's request for a distribution on account of financial hardship must be made in writing to the Committee. The request must specify the nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation Account, and the total amount of the actual expense incurred or to be incurred on account of hardship. 4.8.3 If a distribution under this Section 4.8 is approved by the Committee, such distribution will be made as of the next following adjustment date. The processing of the request shall be completed as soon as practicable from the date on which the Committee receives the properly completed written request for a distribution on account of a financial hardship. If a participant's termination of service occurs after a request is approved in accordance with this Section 4.8, but prior to distribution of the full amount approved, the approval of the request shall be automatically null and void and the benefits which the participant is entitled to receive under the plan shall be distributed in accordance with the applicable distribution provisions of the plan. Only one hardship distribution shall be made within any plan year. 4.8.4 The Committee may from time to time adopt additional policies or rules governing the manner in which such distributions may be made so that the plan may be conveniently administered. 4.9 PREPAYMENT: Notwithstanding any other provisions of this plan, if a participant or any other person (a "recipient") is entitled to receive payments under the plan, upon receipt of a request in writing from the recipient, the Committee in its sole discretion may direct the Employer to prepay all or any part of the payments remaining to be made to or in behalf of the recipient, or to shorten the payment period. The amount of such prepayment shall be in full satisfaction of the Employer's obligations hereunder to the recipient and to all persons claiming under or through the recipient with respect to the payments being prepaid. In the event of a partial - 12 - prepayment, the Committee shall designate which installments are being prepaid and, if applicable, the accounts of the participant from which such prepayments shall be debited. The Committee's determinations under this Section 4.9 shall be final and conclusive upon all parties claiming benefits under this plan. SECTION 5. VESTING: The accrued benefit of each participant shall be fully vested (that is, nonforfeitable) at all times. SECTION 6. ACCOUNT; DEEMED INVESTMENT; ADJUSTMENT OF ACCOUNTS: 6.1 DEFERRED COMPENSATION ACCOUNT: The Committee shall establish a book reserve account, entitled the "Deferred Compensation Account," in behalf of each participant. Such account shall be adjusted as of each adjustment date pursuant to the provisions of Section 6.3. This Section 6 shall not apply to the participant's EDCP Account, if any. 6.2 DEEMED INVESTMENT: The Deferred Compensation Account of a participant shall be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Committee. The participant shall elect the investment funds in which his Deferred Compensation Account shall be deemed invested from among the following: 6.2.1 Money Market Fund: The rate of return from this fund shall be equal to the Long-Term Applicable Federal Rate as defined in Section 1274(d) of the Code which is published each month in a Revenue Ruling issued by the Internal Revenue Service. The Long-Term Applicable Federal Rate is determined monthly by the Internal Revenue Service on the basis of the average market yield on outstanding marketable long-term obligations of the United States. 6.2.2 Short-Term Savings Fund: The rate of return from this fund shall be equal to the return on investments in the Short-Term Savings Fund made available to participants in the RSPSP. 6.2.3 Long-Term Savings Fund: The rate of return from this fund shall be equal to the return on investments in the Long-Term Savings Fund made available to participants in the RSPSP. - 13 - 6.2.4 Balanced Fund: The rate of return from this fund shall be equal to the return on investments in the Balanced Fund made available to participants in the RSPSP. 6.2.5 Stock Index Fund: The rate of return from this fund shall be equal to the return on investments in the Stock Index Fund made available to participants in the RSPSP. 6.2.6 Emerging Markets Fund: The rate of return from this fund shall be equal to the return on investments in the Emerging Markets Fund made available to participants in the RSPSP. 6.2.7 Managed Equity Fund: The rate of return from this fund shall be equal to the return on investments in the Managed Equity Fund made available to participants in the RSPSP. 6.2.8 Wachovia Stock Fund: The rate of return from this fund shall be equal to the return on investment in the common stock of Wachovia Corporation ("Wachovia Stock"). Amounts deemed invested in Wachovia Stock shall be converted to units (including fractional units rounded to two decimal places), with each unit having a value equal to one share of Wachovia Stock. The value of a share of Wachovia Stock shall be equal to the average price per share (rounded to four decimals) of the last sale of Wachovia Stock on the New York Stock Exchange as reported in THE WALL STREET JOURNAL for the last ten business days preceding the adjustment date as of which the value is determined. Each participant having a deemed investment in Wachovia Stock shall be credited with additional units on the adjustment date next following the payment of dividends on Wachovia Stock in an amount determined by (i) multiplying the number of units of Wachovia Stock credited to the participant on the record date for such dividends by the dividend then paid on a share of Wachovia Stock, then (ii) dividing that result by the average of the highest and lowest price per share of Wachovia Stock on the New York Stock Exchange as reported in THE WALL STREET JOURNAL for the date on which the dividend is paid. The investment election of the participant shall be made in the manner prescribed by the Committee and shall take effect upon the entry of the participant into the plan. The investment election of the participant shall remain in effect until the adjustment date next following the date a new election is made by the participant. In the event the participant fails for any reason to make an effective election of the investment return to be credited to his account, the investment return shall be determined by reference to the Money Market Fund. Notwithstanding the foregoing, if a participant is subject to Section 16 of the 1934 Act, then such participant's investment elections shall be subject - 14 - to such additional rules or bylaws as may be established by the Committee pursuant to Section 15.9 herein. 6.3 ADJUSTMENTS TO DEFERRED COMPENSATION ACCOUNTS: With respect to each participant who has a Deferred Compensation Account under the plan, the amount credited to such account as of each adjustment date shall be adjusted as of each succeeding adjustment date by the following debits and credits, in the order stated: 6.3.1 The Deferred Compensation Account shall be debited with the total amount of any payments made from such account since the last preceding adjustment date to him or for his benefit. 6.3.2 The Deferred Compensation Account shall be credited with the total amount of any benefit equalization credits and incentive compensation credits to such account since the last preceding adjustment date. 6.3.3 The Deferred Compensation Account shall be credited or debited with the amount of deemed investment gain or loss resulting from the performance of the investment funds elected by the participant in accordance with Section 6.2. The amount of such deemed investment gain or loss shall be determined by the Committee and such determination shall be final and conclusive upon all concerned. SECTION 7. SPECIAL PROVISIONS REGARDING EDCP ACCOUNTS: Notwithstanding any other provision of the plan, the following special provisions shall apply with respect to a participant having an EDCP Account: 7.1 BENEFIT PAYMENTS AT TERMINATION OF EMPLOYMENT: Upon the termination of service by the participant for any reason other than death, the participant shall be entitled to receive the benefit credited to his EDCP Account (the "EDCP benefit"), determined in accordance with the terms of the SCNC Plan as in effect immediately prior to the effective date of this plan. The participant may elect to receive the EDCP benefit in either (i) a lump sum, or (ii) equal monthly payments over a fifteen year period; with the amount of payments under either method determined in accordance with the schedule of benefits provided to the participant under the SCNC Plan. - 15 - Payments of the EDCP benefit shall be made to a participant (in the case of a lump sum), or commence (in the case of installment payments) during the January immediately following the participant's termination of service. Any election as to the form of the payment of benefits under this Plan shall be made in the manner and on the form provided by the Committee for such purpose, and in no event shall such election be made after the date which is two years prior to the date on which the participant becomes entitled to benefits under this Section 7.1. In the event that such an election is made within the two year period described in the preceding sentence (unless the election is made at the time of the original deferral election under the SCNC Plan), or if no election is made, benefits payable under this Plan shall be paid in equal monthly installments over a fifteen year period. 7.2 BENEFIT PAYMENT WHEN TERMINATION OF EMPLOYMENT OCCURS BETWEEN AGE 60 AND 65: If the participant terminates service after attaining age 60, but prior to age 65, the participant may elect to delay the payment, or commencement of payments in the event installments are elected, of his EDCP benefit until the January immediately following the date on which he attains age 65. A participant's election to delay the commencement of his benefits under this Section 7.2 must be made at least two years prior to the participant's termination of service. If a participant makes a valid election to delay the commencement of his benefits until the January immediately following the date he attains age 65 and dies prior to attaining such age, his date of death shall be deemed to be the date of his termination of service and his benefits shall be paid in the form elected by the participant. 7.3 BENEFIT PAYMENTS UPON DISABILITY: If a participant becomes disabled, the participant will continue to participate in this plan, and his benefits will be payable on his retirement under Section 7.1 (or Section 7.2 if a valid election has been made) or on his death under Section - 16 - 7.4. For this purpose, a disabled participant's retirement date shall be deemed to be the earlier of (i) the date on which he attains age 65, or (ii) the date on which the participant is no longer disabled and does not return to service. In the case of a participant with a valid election in effect under Section 7.2, the preceding sentence will be applied by substituting age 60 for age 65. The Committee may from time to time request that a participant who becomes disabled while in service submit to a medical examination or related series of examinations by a physician or physicians acceptable to the Committee to determine whether he continues to be disabled. A participant's refusal to submit to such an examination or related series of examinations shall be deemed an admission by him that he is no longer disabled. All examinations requested by the Committee pursuant to this provision shall be at the expense of the Employer. 7.4 PRERETIREMENT DEATH BENEFITS: Subject to Section 7.5, if the participant dies while in service or while disabled as provided in Section 7.4, the participant's beneficiary shall receive a benefit, based on the deferral elections of the participant under the SCNC Plan for each calendar year for which the participant was deemed insurable under the SCNC Plan, in an amount determined with reference to the schedule of benefits provided to the participant under the SCNC Plan (the "preretirement death benefit"), which benefit shall be in lieu of all other benefits with respect to the EDCP Account of the participant. The preretirement death benefit shall be paid, or commence to be paid in the case of installment payments, as soon as is practicable after the death of the participant. 7.5 SUICIDE: Notwithstanding any provision of this plan to the contrary, if an insurable participant as described in Section 7.4 dies as a result of suicide prior to the April 1 of the third calendar year following the calendar year for which the participant made a deferral election under the SCNC Plan, no preretirement death benefit under Section 7.4 shall be payable with respect - 17 - to that deferral election of the participant; instead, the participant's benefits resulting from such deferral election shall be determined under this Section 7, as applicable, on the basis of the assumption that the participant terminated service on the day immediately preceding his date of death. 7.6 NONCOMPETITION REQUIREMENT: If any participant terminates service for any reason and later accepts employment with, or assumes any other position with, any national bank, state bank, savings and loan association, or any other similar financial institution with one or more branches in South Carolina, and which competes with the Employer, the Committee may at its discretion cause any remaining amounts due to the participant to be paid in one lump sum with the amount of the lump sum payment being equal to the present value at the date of payment of such remaining payments calculated using the present value monthly discount rate stated on the schedule of benefits attached to the participant's various deferral elections under the SCNC Plan. SECTION 8. ADMINISTRATION BY COMMITTEE: 8.1 MEMBERSHIP OF COMMITTEE: The Committee shall be responsible for the general administration and interpretation of the plan and for carrying out its provisions, except to the extent all or any of such obligations are specifically imposed on the Board. 8.2 COMMITTEE OFFICERS; SUBCOMMITTEE: The members of the Committee shall elect a Chairman and may elect an acting Chairman. The Committee may appoint from its membership such subcommittees with such powers as the Committee shall determine, and may authorize one or more of its members or any agent to execute or deliver any instruments or to make any payment in behalf of the Committee. The Committee shall appoint the plan administrator, or may itself act as plan administrator. 8.3 COMMITTEE MEETINGS: The Committee shall hold such meetings upon such notice, at such places and at such intervals as it may from time to time determine. Notice of - 18 - meetings shall not be required if notice is waived in writing by all the members of the Committee at the time in office, or if all such members are present at the meeting. 8.4 TRANSACTION OF BUSINESS: A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions or other actions taken by the Committee at any meeting shall be by vote of a majority of those present at any such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent thereto signed by all of the members of the Committee. 8.5 COMMITTEE RECORDS: The Committee shall maintain full and complete records of its deliberations and decisions. The minutes of its proceedings shall be conclusive proof of the facts of the operation of the plan. 8.6 ESTABLISHMENT OF RULES: Subject to the limitations of the plan, the Committee may from time to time establish rules or by-laws for the administration of the plan and the transaction of its business. 8.7 CONFLICTS OF INTEREST: No individual member of the Committee shall have any right to vote or decide upon any matter relating solely to himself or to any of his rights or benefits under the plan (except that such member may sign unanimous written consent to resolutions adopted or other action taken without a meeting), except relating to the terms of his salary reduction agreement. 8.8 CORRECTION OF ERRORS: The Committee may correct errors and, so far as practicable, may adjust any benefit or credit or payment accordingly. The Committee may in its discretion waive any notice requirements in the plan; provided, that a waiver of notice in one or more cases shall not be deemed to constitute a waiver of notice in any other case. With respect to - 19 - any power or authority which the Committee has discretion to exercise under the plan, such discretion shall be exercised in a nondiscriminatory manner. 8.9 AUTHORITY TO INTERPRET PLAN: Subject to the claims procedure set forth in Section 14, the plan administrator and the Committee shall have the duty and discretionary authority to interpret and construe the provisions of the plan and to decide any dispute which may arise regarding the rights of participants hereunder, including the discretionary authority to construe the plan and to make determinations as to eligibility and benefits under the plan. Determinations by the plan administrator and the Committee shall apply uniformly to all persons similarly situated and shall be binding and conclusive upon all interested persons. 8.10 THIRD PARTY ADVISORS: The Committee may engage an attorney, accountant, actuary or any other technical advisor on matters regarding the operation of the plan and to perform such other duties as shall be required in connection therewith, and may employ such clerical and related personnel as the Committee shall deem requisite or desirable in carrying out the provisions of the plan. The Committee shall from time to time, but no less frequently than annually, review the financial condition of the plan and determine the financial and liquidity needs of the plan. The Committee shall communicate such needs to the Employer so that its policies may be appropriately coordinated to meet such needs. 8.11 COMPENSATION OF MEMBERS: No fee or compensation shall be paid to any member of the Committee for his service as such. 8.12 EXPENSE REIMBURSEMENT: The Committee shall be entitled to reimbursement by the Employer for its reasonable expenses properly and actually incurred in the performance of its duties in the administration of the plan. - 20 - 8.13 INDEMNIFICATION: No member of the Committee shall be personally liable by reason of any contract or other instrument executed by him or on his behalf as a member of the Committee nor for any mistake of judgment made in good faith, and the Employer shall indemnify and hold harmless, directly from its own assets (including the proceeds of any insurance policy the premiums for which are paid from the Employer's own assets), each member of the Committee and each other officer, employee, or director of the Employer to whom any duty or power relating to the administration or interpretation of the plan may be delegated or allocated, against any unreimbursed or uninsured cost or expense (including any sum paid in settlement of a claim with the prior written approval of the Board) arising out of any act or omission to act in connection with the plan unless arising out of such person's own fraud, bad faith, willful misconduct or gross negligence. SECTION 9. NO TRUST: The obligation of the Employer to make payments hereunder shall constitute a contractual liability of the Employer to the participant. Such payments shall be made from the general funds of the Employer. The Employer may but shall not be required to establish or maintain any special or separate fund, or otherwise to segregate assets to assure that such payments shall be made, and the participant shall not have any interest in any particular assets of the Employer by reason of its obligations hereunder. Nothing contained in this plan shall create or be construed as creating a trust of any kind or any other fiduciary relationship between the Employer and the participant or any other person. To the extent that any person acquires a right to receive payment from the Employer, such right shall be no greater than the right of an unsecured creditor of the Employer. - 21 - SECTION 10. BENEFITS NOT ASSIGNABLE; FACILITY OF PAYMENTS: 10.1 BENEFITS NOT ASSIGNABLE: No portion of any benefit credited or paid under the plan with respect to any participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any portion of such benefit be in any manner payable to any assignee, receiver or any one trustee, or be liable for his debts, contracts, liabilities, engagements or torts. 10.2 PAYMENTS TO MINORS AND OTHERS: If any individual entitled to receive a payment under the plan shall be physically, mentally or legally incapable of receiving or acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of his incapacity and satisfactory evidence that another person or institution is maintaining him and that no guardian or committee has been appointed for him, may cause any payment otherwise payable to him to be made to such person or institution so maintaining him. Payment to such person or institution shall be in full satisfaction of all claims by or through the participant to the extent of the amount thereof. SECTION 11. BENEFICIARY The participant's beneficiary shall be the person or persons designated by the participant on the beneficiary designation form provided by and filed with the Committee or its designee. If the participant does not designate a beneficiary, the beneficiary shall be his surviving spouse. If the participant does not designate a beneficiary and has no surviving spouse, the beneficiary shall be the participant's estate. The designation of a beneficiary may be changed or revoked only by filing a new beneficiary designation form with the Committee or its designee. If a beneficiary (the "primary beneficiary") is receiving or is entitled to receive payments under the - 22 - plan and dies before receiving all of the payments due him, the balance to which he is entitled shall be paid to the contingent beneficiary, if any, named in the participant's current beneficiary designation form. If there is no contingent beneficiary, the balance shall be paid to the estate of the primary beneficiary. Any beneficiary may disclaim all or any part of any benefit to which such beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit is to be made. Such a disclaimer shall be made in form satisfactory to the Committee and shall be irrevocable when filed. Any benefit disclaimed shall be payable from the plan in the same manner as if the beneficiary who filed the disclaimer had died on the date of such filing. SECTION 12. AMENDMENT AND TERMINATION OF PLAN: The Committee may amend any provision of the plan or terminate the plan at any time; provided, that in no event shall such amendment or termination reduce any participant's benefit as of the date of such amendment or termination without such participant's written consent, nor shall any such amendment or termination affect the terms of the plan relating to the payment of such benefit. SECTION 13. COMMUNICATION TO PARTICIPANTS: The Employer shall make a copy of the plan available for inspection by participants and their beneficiaries during reasonable hours at the principal office of the Employer. SECTION 14. CLAIMS PROCEDURE: The following claims procedure shall apply with respect to the plan: 14.1 FILING OF A CLAIM FOR BENEFITS: If a participant or beneficiary (the "claimant") believes that he is entitled to benefits under the plan which are not being paid to him or which are not being accrued for his benefit, he shall file a written claim therefor with the plan administrator. - 23 - In the event the plan administrator shall be the claimant, all actions which are required to be taken by the plan administrator pursuant to this Section 14 shall be taken instead by another member of the Committee designated by the Committee. 14.2 NOTIFICATION TO CLAIMANT OF DECISION: Within 90 days after receipt of a claim by the plan administrator (or within 180 days if special circumstances require an extension of time), the plan administrator shall notify the claimant of his decision with regard to the claim. In the event of such special circumstances requiring an extension of time, there shall be furnished to the claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the claimant, and shall set forth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent provisions of the plan on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the procedure for review of the denial. If the plan administrator fails to notify the claimant of the decision in timely manner, the claim shall be deemed denied as of the close of the initial 90-day period (or the close of the extension period, if applicable). 14.3 PROCEDURE FOR REVIEW: Within 60 days following receipt by the claimant of notice denying his claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the claimant shall appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully and fairly review the decision denying the claim. Prior - 24 - to the decision of the Committee, the claimant shall be given an opportunity to review pertinent documents and to submit issues and comments in writing. 14.4 DECISION ON REVIEW: The decision on review of a claim denied in whole or in part by the plan administrator shall be made in the following manner: 14.4.1 Within 60 days following receipt by the Committee of the request for review (or within 120 days if special circumstances require an extension of time), the Committee shall notify the claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. If the decision on review is not furnished in a timely manner, the claim shall be deemed denied as of the close of the initial 60-day period (or the close of the extension period, if applicable). 14.4.2 With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the claimant, and shall cite specific references to the pertinent plan provisions on which the decision is based. 14.4.3 The decision of the Committee shall be final and conclusive. 14.5 ACTION BY AUTHORIZED REPRESENTATIVE OF CLAIMANT: All actions set forth in this Section 14 to be taken by the claimant may likewise be taken by a representative of the claimant duly authorized by him to act in his behalf on such matters. The plan administrator and the Committee may require such evidence as either may reasonably deem necessary or advisable of the authority to act of any such representative. SECTION 15. MISCELLANEOUS PROVISIONS: 15.1 SET OFF: Notwithstanding any other provision of this plan, the Employer may reduce the amount of any payment otherwise payable to or in behalf of a participant hereunder by the amount of any loan, cash advance, extension of credit or other obligation of the participant to the Employer that is then due and payable, and the participant shall be deemed to have consented to such reduction. - 25 - 15.2 NOTICES: Each participant who is not in service and each beneficiary shall be responsible for furnishing the Committee or its designee with his current address for the mailing of notices and benefit payments. Any notice required or permitted to be given to such participant or beneficiary shall be deemed given if directed to such address and mailed by regular United States mail, first class, postage prepaid. If any check mailed to such address is returned as undeliverable to the addressee, mailing of checks will be suspended until the participant or beneficiary furnishes the proper address. This provision shall not be construed as requiring the mailing of any notice or notification otherwise permitted to be given by posting or by other publication. 15.3 LOST DISTRIBUTEES: A benefit shall be deemed forfeited if the plan administrator is unable to locate the participant or beneficiary to whom payment is due on or before the fifth anniversary of the date payment is to be made or commence; provided, that the adjustment rate shall cease to be applied to the participant's accounts following the first anniversary of such date; provided further, however, that such benefit shall be reinstated if a valid claim is made by or on behalf of the participant or beneficiary for all or part of the forfeited benefit. 15.4 RELIANCE ON DATA: The Employer, the Committee and the plan administrator shall have the right to rely on any data provided by the participant or by any beneficiary. Representations of such data shall be binding upon any party seeking to claim a benefit through a participant, and the Employer, the Committee and the plan administrator shall have no obligation to inquire into the accuracy of any representation made at any time by a participant or beneficiary. 15.5 RECEIPT AND RELEASE FOR PAYMENTS: Subject to the provisions of Section 15.1, any payment made from the plan to or with respect to any participant or beneficiary, or pursuant to a disclaimer by a beneficiary, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the plan and the Employer with respect to the plan. The recipient of any payment - 26 - from the plan may be required by the Committee, as a condition precedent to such payment, to execute a receipt and release with respect thereto in such form as shall be acceptable to the Committee. 15.6 HEADINGS: The headings and subheadings of the plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof. 15.7 CONTINUATION OF EMPLOYMENT: The establishment of the plan shall not be construed as conferring any legal or other rights upon any employee or any persons for continuation of employment, nor shall it interfere with the right of the Employer to discharge any employee or to deal with him without regard to the effect thereof under the plan. 15.8 MERGER OR CONSOLIDATION: The Employer shall not consolidate or merge into or with another corporation or entity, or transfer all or substantially all of its assets to another corporation, partnership, trust or other entity (a "Successor Entity") unless such Successor Entity shall assume the rights, obligations and liabilities of the employer-party under the plan and upon such assumption, the Successor Entity shall become obligated to perform the terms and conditions of the plan. 15.9 COMPLIANCE WITH SECURITIES LAWS: Transactions under the plan are intended to be structured in accordance with the federal securities laws, and the allocation and distribution of benefits pursuant to the plan shall be subject to, and conditional upon compliance with, all applicable securities laws, rules and regulations. Notwithstanding any other provision of the plan, the Committee shall have the authority to establish such rules or bylaws as it deems necessary to ensure that transactions under the plan by persons subject to Section 16 of the 1934 Act comply with Rule 16b-3 of the 1934 Act (or any successor rule). - 27 - 15.10 CONSTRUCTION: The provisions of the plan shall be construed and enforced according to the laws of the State of North Carolina except to the extent that such laws are superseded by ERISA. IN WITNESS WHEREOF, this nonqualified deferred compensation plan is executed in behalf of the Employer as of the 26th day of January, 1998. WACHOVIA CORPORATION By: /s/ Leslie M. Baker, Jr. ------------------------------------ President Attest: /s/ Alice Washington Grogan - -------------------------------- Secretary [Corporate Seal] - 28 - EX-5 3 EXHIBIT 5 Exhibit 5 Kenneth W. McAllister Executive Vice President and General Counsel Wachovia Corporation 100 North Main Street Winston-Salem, North Carolina 27150 January 23, 1998 Wachovia Corporation 100 North Main Street P.O. Box 3099 Winston-Salem, North Carolina 27150 Re: Registration Statement on Form S-8 Relating to Wachovia Corporation Executive Deferred Compensation Plan 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 (the "Commission") of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, pertaining to registration of certain deferred compensation obligations (the "Deferred Compensation Obligations") of the Company to be offered and sold under the Wachovia Corporation Executive Deferred Compensation Plan (the "Plan"). The Plan is intended to constitute an unfunded "top hat" plan described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is subject to certain disclosure and procedural requirements of ERISA but, since it is intended to be a "top hat" plan, it is not subject to the eligibility, vesting, accrual, funding, fiduciary responsibility and similar substantive requirements of ERISA. As counsel for the Company, I have reviewed the Plan and 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 Deferred Compensation Obligations, when established pursuant to the terms of the Plan, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Plan, except as enforceability (1) may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally, and (2) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Kenneth W. McAllister ------------------------- Kenneth W. McAllister EX-23 4 EXHIBIT 23.2 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 January 28, 1998) pertaining to the Wachovia Corporation Executive Deferred Compensation Plan of our report dated January 15, 1997, 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, 1996, filed with the Securities and Exchange Commission. Ernst & Young LLP Winston-Salem, North Carolina January 27, 1998 EX-23 5 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Wachovia Corporation: We consent to the incorporation by reference in the registration statement on Form S-8 of Wachovia Corporation of our report dated January 15, 1997, with respect to the consolidated balance sheet of Central Fidelity Banks, Inc. as of December 31, 1996 and 1995, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the Current Report on Form 8-K of Wachovia Corporation dated September 9, 1997. KPMG Peat Marwick LLP Richmond, Virginia January 28, 1998 EX-24 6 EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: We, the undersigned directors of Wachovia 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 execute for us and in our behalf the Registration Statement on Form S-8 under the Securities Act of 1933, and any post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 we might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitute or 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 23rd day of January, 1998. - ------------------------------- ------------------------------- Leslie M. Baker, Jr. John G. Medlin, Jr. /s/ James S. Balloun /s/ James M. Betts - ------------------------------- ------------------------------- James S. Balloun James M. Betts /s/ Peter C. Browning /s/ John T. Casteen - ------------------------------- ------------------------------- Peter C. Browning John T. Casteen /s/ John L. Clendenin /s/ Lawrence M. Gressette, Jr. - ------------------------------- ------------------------------- John L. Clendenin Lawrence M. Gressette, Jr. /s/ Thomas K. Hearn, Jr. /s/ George W. Henderson III - ------------------------------- ------------------------------- Thomas K. Hearn, Jr. George W. Henderson III /s/ W. Hayne Hipp - ------------------------------- ------------------------------- W. Hayne Hipp Robert M. Holder, Jr. /s/ Robert A. Ingram /s/ James W. Johnston - ------------------------------- ------------------------------- Robert A. Ingram James W. Johnston /s/ George R. Lewis /s/ Lloyd U. Noland, III - ------------------------------- ------------------------------- George R. Lewis Lloyd U. Noland, III - ------------------------------- ------------------------------- Wyndham Robertson Herman J. Russell /s/ Sherwood H. Smith, Jr. /s/ John C. Whitaker, Jr. - ------------------------------- ------------------------------- Sherwood H. Smith, Jr. John C. Whitaker, Jr. -----END PRIVACY-ENHANCED MESSAGE-----