-----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, TjgryKUIyKLDFsCLpjjENlGlHhILeDxG/50p7lFAjzHEMNBMEvVp+0W64x6HL7j7 0nAcWbuRk/CT3Y1KKQVkdw== 0000950168-99-001278.txt : 19990427 0000950168-99-001278.hdr.sgml : 19990427 ACCESSION NUMBER: 0000950168-99-001278 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990426 EFFECTIVENESS DATE: 19990426 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 POS SEC ACT: SEC FILE NUMBER: 333-68823 FILM NUMBER: 99600980 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 POS 1 WACHOVIA CORPORATION S-8 POS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT ON FORM S-4 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) INTERSTATE/JOHNSON LANE, INC. RESTATED STOCK AWARD PLAN INTERSTATE/JOHNSON LANE, INC. LONG-TERM INCENTIVE PLAN (Full title of the plans) William M. Watson, Jr. Senior Vice President, Corporate 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) This Post-Effective Amendment covers 425,000 shares of the Registrant's $5.00 par value Common Stock which were included in the shares of such Common Stock originally registered on the Form S-4 (Registration Statement No. 333-68823) to which this is an amendment. The registration fee in respect to such Common Stock was paid at the time of the original filing of the Registration Statement relating to such Common Stock. 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, 1998, filed on March 29, 1999 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. 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 William M. Watson, Jr., Senior Vice President, Corporate Secretary and Counsel of the Company, who owns approximately 5,000 shares of Common Stock and has been granted options to purchase 11,600 shares of Common Stock and restricted awards for 600 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. II-1 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. ITEM 8. EXHIBITS. The following exhibits are filed as a part of this Registration Statement:
NUMBER DESCRIPTION ------ ----------- 4.1 Amended and Restated Articles of Incorporation of the Company, which are incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-9021) 4.2 Bylaws of the Company, which are incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 filed December 14, 1998 (File No. 333- 68823) 5 Opinion of William M. Watson, Jr., Esq., as to the legality of the Common Stock being registered 23.1 Consent of William M. Watson, Jr., Esq., which is contained in his opinion filed as Exhibit 5 23.2 Consent of Ernst & Young LLP 23.3 Consent of KPMG LLP 24 Power of Attorney 99.1 Interstate/Johnson Lane, Inc. Restated Stock Award Plan, as amended 99.2 Interstate/Johnson Lane, Inc. Long-Term Incentive Plan, as amended
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: II-2 (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. (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 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-3 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 Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No. 333-68823 on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on this 26th day of April, 1999. WACHOVIA CORPORATION By: Leslie M. Baker, Jr. ------------------------------------ Leslie M. Baker, Jr. Chairman of the Board 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 26, 1999.
Leslie M. Baker, Jr. * James S. Balloun * - ------------------------------------------ --------------------------------- Name: Leslie M. Baker, Jr. Name: James S. Balloun Title: Chairman of the Board Title: Director and Chief Executive Officer (principal executive officer) Peter C. Browning * John T. Casteen III * - ------------------------------------------ --------------------------------- Name: Peter C. Browning Name: John T. Casteen III Title: Director Title: Director John L. Clendenin * Thomas K. Hearn, Jr. * - ------------------------------------------ --------------------------------- Name: John L. Clendenin Name: Thomas K. Hearn, Jr. Title: Director Title: Director George W. Henderson III * W. Hayne Hipp * - ------------------------------------------ --------------------------------- Name: George W. Henderson III Name: W. Hayne Hipp Title: Director Title: Director Robert A. Ingram * George R. Lewis * - ------------------------------------------ --------------------------------- Name: Robert A. Ingram Name: George R. Lewis Title: Director Title: Director Elizabeth Valk Long * John G. Medlin, Jr. * - ------------------------------------------ --------------------------------- Name: Elizabeth Valk Long Name: John G. Medlin, Jr. Title: Director Title: Director Lloyd U. Noland, III * Sherwood H. Smith, Jr. * - ------------------------------------------ --------------------------------- Name: Lloyd U. Noland, III Name: Sherwood H. Smith, Jr. Title: Director Title: Director
II-4
John C. Whitaker, Jr. * Robert S. McCoy, Jr. - ------------------------------------------ ----------------------------------------- Name: John C. Whitaker, Jr. Name: Robert S. McCoy, Jr. Title: Director Title: Vice Chairman and Chief Financial Officer (principal financial officer) Donald K. Truslow - ------------------------------------------- Name: Donald K. Truslow Title: Senior Executive Vice President, Treasurer and Comptroller (principal accounting officer) * By: William M. Watson, Jr. - -------------------------------------------- Name: William M. Watson, Jr. Attorney-in-Fact
II-5 EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8 OF WACHOVIA CORPORATION
EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1 Amended and Restated Articles of Incorporation of the Company, which are incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1993 * 4.2 Bylaws of the Company, which are incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 filed December 14, 1998 (File No. 333- 68823) * 5 Opinion of William M. Watson, Jr., Esq., as to the legality of the Common Stock being registered 23.1 Consent of William M. Watson, Jr., Esq., which is contained in his opinion filed as Exhibit 5 23.2 Consent of Ernst & Young LLP 23.3 Consent of KPMG LLP 24 Power of Attorney 99.1 Interstate/Johnson Lane, Inc. Restated Stock Award Plan, as amended 99.2 Interstate/Johnson Lane, Inc. Long-Term Incentive Plan, as amended
- ------ * Incorporated by reference. II-6 EX-5 2 EXHIBIT 5 EXHIBIT 5 April 26, 1999 Wachovia Corporation 100 North Main Street P.O. Box 3099 Winston-Salem, NC 27150 Registration Statement on Form S-8 Relating to Certain Stock Plans of Interstate/Johnson Lane, Inc. Ladies and 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 Post-Effective Amendment No.1 on Form S-8 (the "Registration Statement") to a Registration Statement on Form S-4 (File No. 333-68823) under the Securities Act of 1933, as amended, pertaining to the offer and sale of up to 425,000 shares of the Company's Common Stock, par value $5.00 per share (the "Shares"), pursuant to certain obligations assumed by the Company with respect to the following: (1) Interstate/Johnson Lane, Inc. Restated Stock Award Plan, and (2) Interstate/Johnson Lane, Inc. Long-Term Incentive Plan (individually, a "Plan," and collectively the "Plans"). The assumption by the Company of such obligations, and the offer and sale of the Shares, is contemplated pursuant to a certain Agreement and Plan of Merger dated as of October 27, 1998 by and between the Company and Interstate/Johnson Lane, Inc. ("IJL"), pursuant to which IJL merged with and into the Company. As counsel for the Company, the Plans and the Registration Statement have been reviewed under my direction, 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 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 of the Shares and receipt by the Company of the consideration therefor in accordance with the terms of the respective Plan, the Shares will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act, or other rules and regulations of the Commission thereunder. Sincerely, /s/ William M. Watson, Jr. William M. Watson, Jr. Senior Vice President, Counsel, and Corporate Secretary EX-23 3 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 April 26, 1999) pertaining to the Interstate/ Johnson Lane, Inc. Restated Stock Award Plan and the Interstate/Johnson Lane, Inc. Long-Term Incentive Plan of Wachovia Corporation of our report dated January 14, 1999, 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, 1998, filed with the Securities and Exchange Commission. Ernst & Young LLP Winston-Salem, North Carolina April 23, 1999 EX-23 4 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Wachovia Corporation: We consent to the use of our reports with respect to Central Fidelity National Bank and Central Fidelity Banks, Inc. incorporated herein by reference. Richmond, Virginia April 23, 1999 EX-24 5 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ L.M. Baker, Jr. ----------------------------- L.M. Baker, Jr. POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ James S. Balloun ----------------------------- James S. Balloun POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ Peter C. Browning ----------------------------- Peter C. Browning POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ John T. Casteen, III ----------------------------- John T. Casteen, III POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ John L. Clendenin ----------------------------- John L. Clendenin POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ Thomas K. Hearn, Jr. ----------------------------- Thomas K. Hearn, Jr. POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ George W. Henderson, III ----------------------------- George W. Henderson, III POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ W. Hayne Hipp ----------------------------- W. Hayne Hipp POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ Robert A. Ingram ----------------------------- Robert A. Ingram POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ George R. Lewis ----------------------------- George R. Lewis POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ Elizabeth Valk Long ----------------------------- Elizabeth Valk Long POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ John G. Medlin, Jr. ----------------------------- John G. Medlin, Jr. POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ Lloyd U. Noland, III ----------------------------- Lloyd U. Noland, III POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ Sherwood H. Smith, Jr. ----------------------------- Sherwood H. Smith, Jr. POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS: I, the undersigned director of Wachovia Corporation, do hereby make, constitute and appoint Kenneth W. McAllister and William M. Watson, Jr., and each of them (either of whom may act without the consent or joinder of the other), my attorneys-in-fact and agents with full power of substitution for me and in my name, place and stead, in any and all capacities, to execute for me and in my behalf a 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 I 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, I the undersigned have executed this Power of Attorney as of the 1st day of April 1999. /s/ John C. Whitaker, Jr. ----------------------------- John C. Whitaker, Jr. EX-99 6 EXHIBIT 99.1 EXHIBIT 99.1 INTERSTATE/JOHNSON LANE, INC. RESTATED STOCK AWARD PLAN OCTOBER 21, 1997 ARTICLE I PURPOSE; EFFECTIVE DATE; DEFINITIONS 1.1 Purpose. The Interstate/Johnson Lane, Inc. Restated Stock Award Plan ("Restated Plan"), is intended to secure for Interstate/Johnson Lane, Inc. and its shareholders the benefits of the incentive inherent in common stock ownership by the employees and outside directors of the Company who are largely responsible for the Company's future growth and continued financial success and to afford such persons the opportunity to obtain or increase a proprietary interest in the Company on a favorable basis and, thereby, to have an opportunity to share in its success. 1.2 Effective Date. Subject to the approval of the Board and of the Company's shareholders if required pursuant to Section 7.9 below, this Restated Plan shall be effective as of October 21, 1996. The original effective date of this Restated Plan was October 19, 1987; it was first amended on October 1, 1991; and it was subsequently restated as of October 27, 1992, again restated as of October 25, 1994, and again as of October 21, 1997. 1.3 Definitions. Throughout this Restated Plan, the following terms shall have the meanings respectively indicated: (a) "Act" shall mean the Securities Exchange Act of 1934, as amended; (b) "Benefits" shall mean any one or more of the following three awards that may be offered by the Committee to Employees under this Restated Plan: (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, or (iv) Unrestricted Stock; (c) "Board" shall mean the Board of Directors of Interstate/Johnson Lane, Inc.; (d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor revenue laws of the United States; (e) "Committee" shall mean any committee of directors of the Company designated by the Board to administer this Restated Plan; (f) "Common Stock" shall mean the common stock of Interstate/Johnson Lane, Inc. par value $.20 per share; (g) "Company" shall mean Interstate/Johnson Lane, Inc. and any of its Subsidiaries; (h) "Employee" shall mean any person engaged or proposed to be engaged as an officer or employee of the Company; (i) "Option" shall mean an option to purchase shares of Common Stock granted by the Committee to an Employee pursuant to this Restated Plan; (j) "Option Agreement" shall mean an agreement between the Company and an Employee whereby an Option is granted; (k) "Option Shares" shall mean the shares of Common Stock purchased upon the exercise of an Option; (l) "Restated Plan" shall mean this Interstate/Johnson Lane, Inc. Restated Stock Award Plan, and any amendments hereto; (m) "Restricted Stock" shall mean Common Stock (i) granted to Employees under Section 6.1 of this Restated Plan, subject to such restrictions as the Committee may determine, and (ii) issued to Outside Directors under Section 6.2 of this Restated Plan in each case as evidenced in a Restricted Stock Agreement; (n) "Restricted Stock Agreement" shall mean an agreement between the Company and an Employee or Outside Director pursuant to which Restricted Stock is issued to the Employee or Outside Director pursuant to this Restated Plan; (o) "Restriction Period" shall mean the time period during which the Restricted Stock is subject to the restrictions set forth in the Restricted Stock Agreement; (p) "SAR Agreement" shall mean an agreement between the Company and an Employee pursuant to which a Stock Appreciation Right is issued to the Employee pursuant to this Restated Plan; (q) "Stock Appreciation Rights" shall mean the right to receive cash or Common Stock, granted pursuant to Article V of this Restated Plan and a SAR Agreement; (r) "Subsidiary" shall mean a subsidiary corporation of Interstate/Johnson Lane, Inc., as defined in Sections 424(f) and 424(g) of the Code; (s) "Unrestricted Stock" shall mean Common Stock granted under Article VI of this Plan that is not Restricted Stock; and (t) "Unrestricted Stock Agreement" shall mean an agreement between the Company and an Employee pursuant to which Unrestricted Stock is issued to the Employee pursuant to this Plan. ARTICLE II ADMINISTRATION 2.1 Committee Administration. This Restated Plan, with respect to grants and awards to Employees hereunder, shall be administered by the Committee, which shall be appointed by the Board from time to time. 2.2 Committee Composition and Powers. The Committee shall consist of not less than two persons who shall be members of the Board and shall be subject to such terms and conditions as the Board shall prescribe. Each Committee member shall be a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Act. Once designated, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, and remove all members of the Committee. A majority of the entire Committee shall constitute a quorum and the action of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. In addition, any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. Subject to the provisions of this Restated Plan, to the provisions of the Company's by-laws, and to any terms and conditions prescribed by the Board, the Committee may make such rules and regulations for the conduct of its business as it shall deem advisable. The Committee shall hold meetings at such times and places as it may determine. The interpretation and construction by the Committee of any provisions of this Restated Plan, with respect to grants and awards to Employees hereunder, or of any Benefit granted under it shall be final unless otherwise determined by the Board. 2.3 Limitation on Receipt of Benefits by Committee Members. No person while a member of the Committee shall be eligible to receive Benefits under this Restated Plan, provided, however, that (i) to the extent applicable, a Committee member may receive shares of Restricted Stock in lieu of cash compensation pursuant to the formula provisions of Section 6.2 hereof; and (ii) a member of the Committee may exercise Options (but not Stock Appreciation Rights) granted prior to his becoming a member of the Committee. 2.4 Good Faith Determinations. No member of the Board, the board of directors of any subsidiary or the Committee shall be liable for any action or determination made in good faith with respect to this Restated Plan or any Benefit granted under it. ARTICLE III ELIGIBILITY; TYPES OF BENEFITS; SHARES SUBJECT TO RESTATED PLAN 3.1 Eligibility. The Committee shall from time to time determine and designate the Employees of the Company to receive Benefits under this Restated Plan and the number of Options, Stock Appreciation Rights and shares of Restricted Stock to be awarded to each such Employee, or the formula or other basis on which such Benefits shall be awarded to Employees. In making any such award, the Committee may take into account the nature of services rendered by an Employee, commissions or other compensation earned by the Employee, the capacity of the Employee to contribute to the success of the Company, and other factors that the Committee may consider relevant. 3.2 Types of Benefits. Benefits under this Restated Plan may be granted in any one or any combination of (a) Options; (b) Stock Appreciation Rights; (c) Restricted Stock; and (d) Unrestricted Stock, as described in this Restated Plan. The Committee may: (a) give Employees a choice between two Benefits or combinations of Benefits; (b) award Benefits in the alternative so that acceptance of or exercise of one Benefit cancels the right of an Employee to another; and (c) award Benefits in any combination or combinations and subject to any condition or conditions consistent with the terms of this Restated Plan that the Committee in its sole discretion may determine. 3.3 Shares Subject to this Restated Plan. Subject to the provisions of Section 4.1(e) (relating to adjustment for changes in Common Stock), the maximum number of shares that may be issued under this Restated Plan shall not exceed in the aggregate 2,800,000 shares of Common Stock. Such shares may be authorized and unissued shares, or authorized and issued shares that have been reacquired by the Company as treasury stock. If any Options granted under this Restated Plan shall for any reason terminate or expire or be surrendered without having been exercised in full, the shares not purchased under such Options shall be available again for grant under this Restated Plan. Upon the forfeiture (in whole or in part) of Restricted Stock, the shares of Common Stock forfeited shall be available again for grant under this Restated Plan. ARTICLE IV NONSTATUTORY STOCK OPTIONS 4.1 Grant; Terms and Conditions. The Committee from time to time may grant nonstatutory stock options under this Restated Plan to the Employees, which grant shall be evidenced by Option Agreements, which Option Agreements shall be in such form and contain such provisions as the Committee shall from time to time approve consistent with this Restated Plan. The Option Agreements need not be identical, but each Option Agreement by appropriate language shall include the substance of all of the following terms and conditions: (a) Number of Shares. Each Option Agreement shall state the number of shares to which it pertains. (b) Option Price. Each Option Agreement shall state the Option exercise price, which shall be determined by the Committee in its sole discretion. (c) Medium and Time of Payment. The Option shall be exercised by the optionee by delivering to the Secretary of the Company, on any business day during the term of the Option (the "Exercise Date"), (i) a written notice specifying the number of Option Shares the optionee then desires to purchase (the "Notice"), and (ii) payment in full in an aggregate amount in United States dollars equal to the Option exercise price for the number of Option Shares specified in the Notice (the "Total Option Price"). The payment of the Total Option Price may be made (1) in cash or by check made payable to the order of the Company, (2) with shares of Common Stock owned by the optionee, (3) by permitting the Company to retain Option Shares otherwise issuable pursuant to the Option, or (4) by any combination of the foregoing. In the case of clause (2) or (3), the Common Stock or the Option Shares, as the case may be, shall be valued at fair market value on the Exercise Date. In addition, in the case of clause (3), the Corporation may retain that number of Option Shares otherwise issuable pursuant to the Option having a fair market value equal to the amount of any federal, state or local income, employment or other withholding taxes applicable to the income recognized by such optionee and attributable to the exercise of the Option (the "Withholding Taxes"). In all cases, the Notice shall state that the optionee acknowledges that payment of the Total Option Price and any Withholding Taxes is his or her absolute and personal liability enforceable by the Corporation against him or her or his or her estate. (d) Term and Exercise of Options. The term of each Option shall be determined by the Committee. The Committee in its sole discretion may impose a minimum on the number of shares which must be purchased at any one time, which minimum (if any) shall be stated in the Option Agreement. During the lifetime of the optionee, the Option shall be exercisable only by him and shall not be assignable or transferable by him and no person shall acquire any rights therein. An Option may be transferred (unless the Committee otherwise prescribes) by will or the laws of descent or distribution. (e) Recapitalization; Reorganization. Subject to any required action by the shareholders of the Company, the maximum number of shares of Common Stock that may be issued under this Restated Plan pursuant to Section 3.3 above, the number of shares of Common Stock covered by each outstanding Option, the number of shares of Common Stock to which each Stock Appreciation Right relates, and the per share exercise price under each outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company. Subject to any required action by the shareholders, if the Company is the surviving corporation in any merger, each outstanding Option shall pertain to and apply to the securities or other consideration that a holder of the number of shares of Common Stock subject to the Option would have been entitled to receive in the merger. A dissolution, liquidation or consolidation of the Company or a merger in which the Company is not the surviving corporation, other than a merger effected for the purpose of changing the Company's domicile, shall cause each outstanding Option to terminate, provided that each optionee shall, in such event, have the right immediately prior to such dissolution, liquidation, merger or consolidation, to exercise his Option in whole or in part without regard to any installment provision contained in his Option Agreement but subject, however, to the restriction that if a Stock Appreciation Right has been granted in connection with an option neither the Option nor the Stock Appreciation Right shall be exercisable within six (6) months after their grant except in the event of death or disability of the optionee. In the case of a merger effected for the purpose of changing the Company's domicile, each outstanding Option shall continue in effect in accordance with its terms and shall apply to the same number of shares of common stock of such surviving corporation as the number of shares of Common Stock to which it applied immediately prior to such merger, adjusted for any increase or decrease in the number of outstanding shares of common stock of the surviving corporation effected without receipt of consideration. In the event of a change in the Common Stock as presently constituted, which change is limited to a change of all of the authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of this Restated Plan. The foregoing adjustments shall be made by the Committee, whose determination shall be final, binding and conclusive. Except as expressly provided in this subsection, the optionee shall have no rights by reason of (i) any subdivision or consolidation of shares of any class, (ii) any stock dividend, (iii) any other increase or decrease in the number of shares of stock of any class, (iv) any dissolution, liquidation, merger, or consolidation or spin-off, split-off or split-up of assets of the Company or stock of another corporation, or (v) any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class. Moreover, except as expressly provided in this subsection, the occurrence of one or more of the above-listed events shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the option (or the number of shares with respect to a related Stock Appreciation Right). The grant of an Option pursuant to this Restated Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. (f) Rights as a Shareholder. Subject to Section 7.10 of this Restated Plan, an optionee or a transferee of an Option shall have no rights as a shareholder with respect to any shares covered by his Option until the date of the issuance of a stock certificate to him for those shares upon payment of the exercise price. No adjustments shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in subsection 4.1(e). (g) Modification, Extension and Renewal of Options. Subject to the terms and conditions and within the limitations of this Restated Plan, the Committee may modify, extend or renew outstanding Options granted under this Restated Plan, or accept the surrender of outstanding Options (to the extent not theretofore exercised) and authorize the granting of new Options in substitution therefor (to the extent not theretofore exercised). No modification of an Option shall, without the consent of the optionee, alter or impair any rights or obligations under any Option theretofore granted under this Restated Plan. (h) Exercisability and Term of Options. Options granted pursuant to this Restated Plan are not intended to constitute "incentive stock options" under Section 422 of the Code. Every Option Agreement shall provide that unless an Option has earlier terminated, Options granted pursuant to this Restated Plan shall be exercisable at any time on or after the date of exercise set forth in the Option Agreement and before the date that is ten (10) years and one (1) month after the date of grant; provided, however, unless the Committee in its sole discretion waives the requirement, an Option shall terminate and may not be exercised if the Employee to whom it is granted ceases to be employed by the Company except that the Option Agreement may, at the discretion of the Committee, provide: (1) that if such Employee's employment terminates for any reason other than conduct that in the judgment of the Committee involves dishonesty or action by the Employee that is detrimental to the best interest of the Company, the Employee may exercise his Option after termination of his employment but only to the extent the Option was exercisable by him on the date of termination of his employment; (2) that if such Employee's employment terminates on account of total and permanent disability, the Employee may exercise his Option after termination of his employment but only to the extent the Option was exercisable on the date of his termination of employment; or (3) that if such Employee dies while in the employ of the Company, or following termination of his employment as described in (1) or (2) above, his Option may be exercised at any time within twelve months following his death by the person or persons to whom his rights under the Option shall pass by will or by the laws of descent and distribution, but only to the extent that such Option was exercisable by him on the date of his termination of employment. Each Option Agreement may provide for acceleration of exercisability in the event of retirement, death or disability. Notwithstanding anything to the contrary in this subsection, an Option may not be exercised by anyone after the expiration of its term. 4.2 Other Provisions. The Option Agreements authorized under this Restated Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the Option and the consideration to be received by the Company as payment for the Common Stock, as the Committee shall deem advisable. (For example, the Committee could provide as to any Option for a vesting schedule whereunder the optionee would be able to exercise his Option as to (for example) one-third of his Option Shares after a period of (for example) one year from the date of grant of the Option, another one-third after two years, and so on.) ARTICLE V STOCK APPRECIATION RIGHTS 5.1 Grant of Stock Appreciation Rights. The Committee may, in its discretion, from time to time grant Stock Appreciation Rights to Employees who are granted Options under this Restated Plan. Such Stock Appreciation Rights shall relate to and be granted only in conjunction with specific Options and, if granted, shall be granted at the time of the grant of the related Option. Stock Appreciation Rights may be granted with respect to all or a specified portion of the shares covered by the related Option. It is contemplated that the Committee, in determining whether or not to grant Stock Appreciation Rights relating to an Option, will give consideration to the circumstances of the Employee and generally will grant Stock Appreciation Rights in connection with Options only in those instances where the failure to grant Stock Appreciation Rights might make exercise of an Option significantly burdensome to the Employee. 5.2 Exercise. Stock Appreciation Rights shall entitle the holder of the related Option, upon exercise in whole or in part of the Stock Appreciation Rights, to receive payment in the amount and form determined pursuant to subsection 5.3(d). Stock Appreciation Rights may be exercised only at times and to the extent the related Option is then exercisable. The exercise of Stock Appreciation Rights shall result in a termination of the Stock Appreciation Rights with respect to the number of shares covered by the exercise and shall further result in a termination of the related Option with respect to the number of shares covered by the exercise. 5.3 Terms and Conditions. The Committee may from time to time grant Stock Appreciation Rights under this Restated Plan to the Employees which grants shall be evidenced by SAR Agreements, which SAR Agreements shall be in such form and contain such provisions as the Committee shall from time to time approve consistent with this Restated Plan. The SAR Agreements need not be identical, but each SAR Agreement by appropriate language shall include the substance of all of the following additional terms and conditions: (a) No Stock Appreciation Right shall be exercisable before September 30, 1988. (b) Stock Appreciation Rights shall be exercisable at such time or times and to the extent, but only to the extent, that the Option to which they relate is then exercisable. (c) Stock Appreciation Rights shall not be exercisable during the first six months after their date of grant. Such rights shall not be transferable other than by will or by the laws of descent and distribution and shall be exercisable during the optionee's lifetime only by the optionee. (d) Upon exercise of Stock Appreciation Rights, the optionee shall be entitled to receive therefor payment, in the sole discretion of the Committee, in the form of shares of Common Stock (rounded down to the next whole number so that no fractional shares are issued), cash or any combination thereof. The amount of such payment shall be equal in value to the difference between the Option exercise price per share of the related Option and the fair market value per share of the shares of Common Stock on the date the Stock Appreciation Right is exercised multiplied by the number of shares with respect to which the Stock Appreciation Right shall have been exercised. (e) No Stock Appreciation Right may be exercised on a date on which the fair market value (as determined above) of the Common Stock is less than or equal to the exercise price per share of the related Option. (f) Stock Appreciation Rights granted under this Restated Plan will expire or terminate no later than the expiration or termination date of the related Option. (g) Any exercise by an officer or director of the Company of a Stock Appreciation Right may be made only during the ten-day period beginning on the third business day following the release for publication of any quarterly or annual statement of sales and earnings by the Company and ending on the 12th business day following the date of such release, or such other period of time as may be provided under Rule 16b-3 of the Securities and Exchange Commission or successor rule or regulation. "Officer" for the purposes of this subsection shall mean only officers who are subject to the Act. 5.4 Effect on Related Stock Option. The number of shares with respect to which Stock Appreciation Rights are exercised (rather than the number of shares issued by the Company upon such exercise) shall be deemed for the purpose of Section 3.3 to have been issued under an Option granted pursuant to this Restated Plan and shall not thereafter be available for the granting of further Options under this Restated Plan. ARTICLE VI RESTRICTED AND UNRESTRICTED STOCK 6.1 Grants of Restricted Stock to Employees. The Committee from time to time may award Restricted Stock to any Employee eligible to receive Benefits under this Restated Plan. Each Employee who is awarded Restricted Stock shall enter into a Restricted Stock Agreement with the Company in a form specified by the Committee agreeing to the terms and conditions of the award and such other matters consistent with this Restated Plan as the Committee in its sole discretion shall determine. Such conditions may include, but shall not be limited to, the deferral of a percentage of the Employee's annual cash compensation, not including dividends paid on Restricted Stock, if any, to be applied toward the purchase of Restricted Stock upon such terms and conditions, including such discounts or forfeitures of compensation deferrals, as may be set forth in the Restricted Stock Agreement. Restricted Stock awarded to Employees may not be sold, transferred, pledged or otherwise encumbered during a Restriction Period commencing on the date of the award and ending at such later date or dates as the Committee may designate at the time of the award. The Employee shall have the entire beneficial ownership and most of the rights and privileges of a shareholder with respect to Restricted Stock awarded to him, including the right to receive dividends and the right to vote such Restricted Stock. If an Employee ceases to be employed by the Company prior to the expiration of the Restriction Period, he shall forfeit all of his Restricted Stock with respect to which the Restriction Period has not yet expired; provided, however, the Restricted Stock Agreements, at the discretion of the Committee and pursuant to such terms and conditions as it may impose, may provide: (1) that if such Employee's employment terminates for any reason other than conduct that in the judgment of the Committee involves dishonesty or action by the Employee that is detrimental to the best interests of the Company, the Restricted Stock shall not be forfeited; (2) that if such Employee's employment terminates on account of total and permanent disability, the Employee shall not forfeit his Restricted Stock; or (3) that if such Employee dies while employed by the Company, his Restricted Stock is not forfeited. Subject to Section 7.10 of this Restated Plan, each Employee who is awarded Restricted Stock may, but need not, be issued a stock certificate in respect of such shares of Restricted Stock. Each certificate registered in the name of an Employee, if any, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award as specifically set forth in the Restricted Stock Agreement. The Committee shall require that any stock certificate issued in the name of an Employee evidencing shares of Restricted Stock be held in the custody of the Company until the expiration of the Restriction Period applicable to such Restricted Stock and that, as a condition of such issuance of a certificate for Restricted Stock, the Employee shall have delivered a stock power, endorsed in blank, relating to the shares covered by such certificate. In no event shall the Restriction Period end prior to the payment by the Employee to the Company of the amount of any federal, state or local income or employment tax withholding that may be required with respect to the Restricted Stock. If any change is made in the Common Stock by reason of any merger, consolidation, reorganization, recapitalization, stock dividend, split up, combination of shares, exchange of shares, change in corporate structure, or otherwise, any shares received by an Employee with respect to Restricted Stock shall be subject to the same restrictions applicable to such Restricted Stock and the certificates representing such shares shall be deposited with the Company. 6.2 Issuance of Restricted Stock to Outside Directors. During the term of the Restated Plan, and subject to the availability of shares of Common Stock pursuant to Section 3.3 hereof, each member of the Board of Directors of Interstate/Johnson Lane, Inc. who is not an employee of the Company (an "Outside Director") shall receive shares of Restricted Stock under the Restated Plan in lieu of the annual cash retainer that would otherwise be payable to such Outside Director in consideration of his service as a director of Interstate/Johnson Lane, Inc. On the date on which any such retainer would have been payable, the director shall receive shares of Restricted Stock equal in number to the amount of such retainer divided by the closing price of the Common Stock on such date. Such shares of Restricted Stock shall not be sold, transferred, pledged, assigned or in any manner disposed of for or during the six month period following the date such shares of Restricted Stock are issued and any director who is issued shares of Restricted Stock shall not be entitled to delivery of stock certificates representing such shares until the expiration of such six month Restriction Period. Such shares of Restricted Stock shall also be subject to the terms and conditions generally applicable to Restricted Stock as outlined in Section 6.1 above, except that there shall be no forfeiture of shares in the event of termination of an Outside Director's service as a member of the Board. Each Outside Director who is issued Restricted Stock pursuant to this Section 6.2 shall enter into a Restricted Stock Agreement with the Company confirming the terms and conditions of such issuance as stated herein. 6.3 Grants of Unrestricted Stock to Employees. The Committee from time to time may award Unrestricted Stock to any Employee eligible to receive Benefits under this Restated Plan. Each Employee who is awarded Unrestricted Stock shall enter into an Unrestricted Stock Agreement with the Company in a form specified by the Committee agreeing to the terms and conditions of the award and such other matters consistent with this Restated Plan as the Committee in its sole discretion shall determine. Such conditions may include, but shall not be limited to, the deferral of a percentage of the Employee's annual cash compensation, not including dividends paid on the Unrestricted Stock, if any, to be applied toward the purchase of Unrestricted Stock upon such terms and conditions, including such discounts or forfeitures of compensation deferrals, as may be set forth in the Unrestricted Stock Agreement. Upon the issuance of Unrestricted Stock to an Employee hereunder, the Employee shall have the entire beneficial ownership and all the rights and privileges of a shareholder with respect to the Unrestricted Stock awarded to him or her, including the right to receive dividends and the right to vote such Unrestricted Stock. Subject to Section 7.10 of this Restated Plan, each Employee who is awarded Unrestricted Stock may, but need not, be issued a stock certificate in respect of such shares of Unrestricted Stock. ARTICLE VII MISCELLANEOUS 7.1 Withholding Taxes. An Employee granted an Option, Restricted Stock, Unrestricted Stock or Stock Appreciation Rights under this Restated Plan shall be conclusively deemed to have authorized the Company to withhold from the salary, commissions or other compensation of such Employee funds in amounts equal to the federal, state and local income, employment or other withholding taxes applicable to the income recognized by such Employee and attributable to the Options, Option Shares, Restricted Stock, Unrestricted Stock or Stock Appreciation Rights acquired pursuant to this Restated Plan at the time as may be required by law; provided, however, that in lieu of the withholding of federal, state and local taxes as herein provided, the Company may require that the Employee (or other person exercising such Option or Stock Appreciation Rights, or holding such Restricted Stock or Unrestricted Stock) pay the Company an amount equal to the federal, state and local withholding taxes on such income at the time such withholding is required or such other time as shall be satisfactory to the Company. 7.2 Amendment, Modification, Suspension or Discontinuance of Restated Plan. The Board may from time to time alter, amend, suspend or discontinue this Restated Plan or revise it in any respect whatsoever for the purpose of maintaining or improving the effectiveness of this Restated Plan as an incentive device, or conforming this Restated Plan to applicable governmental regulations or to any change in applicable law or regulations, or for any other purpose permitted by law; provided, however that no such action by the Board shall adversely affect any Benefit theretofore granted under this Restated Plan without the consent of the holder so affected; and provided further that, to the extent necessary to comply with the rules and regulations of any stock exchange upon which the Common Stock is listed, the Board may not increase the number of shares of Common Stock authorized under Section 3.3 of this Restated Plan without the approval of the shareholders of Interstate/Johnson Lane, Inc. Anything herein to the contrary notwithstanding, the provisions of Section 6.2 hereof shall not, directly or indirectly, be amended more than once ever six months other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder. 7.3 Governing Law. This Restated Plan and all rights and obligations hereunder shall be construed in accordance with and governed by the laws of the State of North Carolina. 7.4 Designation. This Restated Plan may be referred to in other documents and instruments as the "Interstate/Johnson Lane, Inc. Restated Stock Award Plan." 7.5 Indemnification of Committee. In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with this Restated Plan or any Benefit granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for negligence or misconduct in the performance of his duties, provided that within 60 days after institution of any such action, suit or proceeding, a Committee member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same. 7.6 Reservation of Shares. The Company during the term of this Restated Plan, shall at all times reserve and keep available, and will seek or obtain from any regulatory body having jurisdiction any requisite authority in order to issue such number of shares of its Common Stock as shall be sufficient to satisfy the requirements of this Restated Plan. Inability of the Company to obtain from any regulatory body having jurisdiction, the authority deemed by the Company's counsel to be necessary to the lawful issuance of any shares of its Common Stock hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such stock as to which such requisite authority shall not have been obtained. 7.7 Application of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to Options will be used for general corporate purposes. 7.8 No Obligation to Exercise. The granting of an Option shall impose no obligation upon the optionee to exercise that Option. 7.9 Approval of Shareholders. No Benefit shall be granted pursuant to this Restated Plan unless and until this Restated Plan has been approved, to the extent such approval is required by law or by any self-regulatory organization, by the shareholders of the Company. 7.10 Uncertificated Shares. Each Employee who exercises an Option to acquire Common Stock or any person who is awarded Restricted Stock may, but need not, be issued a stock certificate in respect of the Common Stock so acquired. A "book entry" (i.e., a computerized or manual entry) shall be made in the records of the Company to evidence the issuance of shares of Common Stock where no physical certificate is issued. Such Company records, absent manifest error, shall be binding on all parties. In all instances where the date of issuance of shares may be deemed significant but no certificate is issued in accordance with this Section 7.10, the date of the book entry shall be the relevant date for such purposes. INTERSTATE/JOHNSON LANE, INC. 1999 Declaration of Amendment to Interstate/Johnson Lane, Inc. Restated Stock Award Plan THIS DECLARATION OF AMENDMENT, made effective this 31st day of March, 1999, by INTERSTATE/JOHNSON LANE, INC., a Delaware corporation (the "Corporation"), to the Interstate/Johnson Lane, Inc. Restated Stock Award Plan (the "Plan"). R E C I T A L S: WHEREAS, the Plan provides for the grant of options, stock appreciation rights, restricted stock and unrestricted stock to selected employees and outside directors of Interstate/Johnson Lane, Inc. ("IJL") and its subsidiaries; and WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of October 27, 1998 by and between IJL and Wachovia Corporation ("Wachovia"), IJL will merge into Wachovia, with Wachovia as the surviving corporation; and WHEREAS, pursuant to Section 6.13(b) of the Merger Agreement, as of the effective time of the merger (the "Merger"), each outstanding option to purchase shares of IJL common stock under the Plan, whether vested or unvested, will be converted into an option to acquire shares of the common stock of Wachovia (the "Wachovia Common Stock"); and WHEREAS, Section 4.1(e) of the plan currently provides that, in the event of a merger in which IJL is not the surviving corporation, each outstanding option will terminate prior to the merger and, further, that each outstanding option will become exercisable in full prior to such termination; and WHEREAS, in accordance with the terms of the Merger Agreement, IJL desires to provide for the continuance of outstanding options in the form of replacement options for Wachovia Common Stock; and WHEREAS, pursuant to Section 7.2 of the Plan, the Board may alter, amend, suspend or discontinue the Plan, subject to the terms of the Plan; and NOW, THEREFORE, IT IS DECLARED, that, effective as of the date hereof, the Plan shall be amended as follows: 1. The second sentence of the second paragraph of Section 4.1(e) of the Plan ("Recapitalization; Reorganization") shall be deleted and the following sentence shall be inserted in lieu thereof: "In the event of a dissolution, liquidation or consolidation of the Company or a merger in which the Company is not the surviving corporation (other than a merger effected for the purpose of changing the Company's domicile), each outstanding Option shall become immediately exercisable in full, without regard to any installment provision contained in the respective optionee's Option Agreement." IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of Interstate/Johnson Lane, Inc. as of the day and year first above written. INTERSTATE/JOHNSON LANE, INC. By: /s/ James H. Morgan ------------------------------------ Chief Executive Officer ATTEST: /s/ Jennie M. Raine - ---------------------------- [Asst.] Secretary [Corporate Seal] 2 WACHOVIA CORPORATION 1999 Declaration of Amendment to Interstate/Johnson Lane, Inc. Restated Stock Award Plan THIS DECLARATION OF AMENDMENT, made effective this 1st day of April, 1999, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"), to the Interstate/Johnson Lane, Inc. Restated Stock Award Plan (the "Plan"). R E C I T A L S: WHEREAS, the Plan provides for the grant of options, stock appreciation rights, restricted stock and unrestricted stock to selected employees and outside directors of Interstate/Johnson Lane, Inc. ("IJL") and its subsidiaries; and WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of October 27, 1998 by and between the Corporation and IJL, IJL will merge into the Corporation, with the Corporation as the surviving corporation; and WHEREAS, pursuant to Section 6.13(b) of the Merger Agreement, as of the effective time of the merger (the "Merger"), each outstanding option to purchase shares of IJL common stock under the Plan, whether vested or unvested, will be converted into an option to acquire shares of the common stock of the Corporation (the "Common Stock"); and WHEREAS, pursuant to Section 6.13(c) of the Merger Agreement, as of the effective time of the Merger, certain outstanding shares of restricted stock of IJL ("Restricted IJL Stock") and rights to acquire shares of Restricted IJL Stock or shares of IJL common stock will be converted into shares or rights to acquire shares of Common Stock of the Corporation; and WHEREAS, pursuant to Section 7.2 of the Plan, the Board may alter, amend, suspend or discontinue the Plan, subject to the terms of the Plan; and WHEREAS, subject to consummation of the Merger, the Corporation has determined that it would be in the best interests of the Corporation to reflect the Corporation's assumption of certain awards under the Plan and make certain amendments to the Plan in order to facilitate plan administration; NOW, THEREFORE, IT IS DECLARED, that, effective immediately following the effective time of the Merger, the Plan shall be amended as follows: 1. References in the Plan to the "Company," including but in no way limited to the definition of the term contained in Section 1.3(g), shall hereafter be deemed to be references to Wachovia Corporation. Notwithstanding the foregoing, for purposes of determining eligibility to participate in the Plan (including but not limited to the provisions of Article III), the term "Company" shall refer to Interstate/Johnson Lane, Inc. or its subsidiary or successor corporations. 2. All references to the term "Common Stock," including but not limited to the definition of such term contained in Section 1.3(f), shall hereafter be deemed to be references to the Common Stock of Wachovia Corporation. 3. All references to the term "Committee," including but not limited to the definition of the term contained in Section 1.3(e), shall hereafter be deemed to be references to the Management Resources and Compensation Committee of the Board of Directors of Wachovia Corporation. 4. The second sentence of Section 3.3 shall be deleted and the following sentence shall be inserted in lieu thereof: "Such shares shall be authorized and unissued shares of Common Stock." 5. The provisions of Section 6.2 ("Issuance of Restricted Stock to Outside Directors"), which permit outside directors of IJL to receive shares of restricted stock under the Plan in lieu of annual cash retainers, shall no longer apply. IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of Wachovia Corporation as of the day and year first above written. WACHOVIA CORPORATION By: /s/ Leslie M. Baker, Jr. ------------------------------- Chief Executive Officer ATTEST: /s/ William M. Watson, Jr. - ------------------------------ Secretary [Corporate Seal] 2 EX-99 7 EXHIBIT 99.2 EXHIBIT 99.2 INTERSTATE/JOHNSON LANE, INC. LONG-TERM INCENTIVE PLAN AS AMENDED AND RESTATED EFFECTIVE OCTOBER 21, 1997 This document amends and restates the terms and conditions of the Interstate/Johnson Lane, Inc., Long -Term Incentive Plan adopted July 16, 1996, retroactive to October 1, 1995, and shall be referred to as the "Interstate/Johnson Lane, Inc. Long -Term Incentive Plan as Amended and Restated Effective October 21, 1997" (the "PLAN"). 1. Purpose. The purpose of the Plan is to reward and retain certain senior executives of Interstate/Johnson Lane, Inc. (the "CORPORATION"), and its subsidiaries who are largely responsible for the Corporation's growth and financial success and to increase those persons' proprietary interest in the Corporation, giving them a greater opportunity to share in the Corporation's future success through the ownership of shares of the Corporation's common stock. 2. Administration. The Plan shall be administered by the Compensation and Plans Committee (the "COMMITTEE") of the Corporation's Board of Directors (the "BOARD"). A majority of the entire Committee shall constitute a quorum and the action of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. In addition, any decision or determination reduced to writing and signed by all of the members of the Committee shall be as effective as if it had been made by a majority vote at a meeting duly called and held. Subject to the provisions of the Plan, to the provisions of the Corporation's by-laws, and to any terms and conditions prescribed by the Board, the Committee may make such rules and regulations for the conduct of its business as it shall deem advisable. The Committee shall hold meetings at such times and places as it may determine. The interpretation and construction by the Committee of any provisions of the Plan, with respect to grants and awards to employees hereunder, or of any benefit granted under it shall be final unless otherwise determined by the Board. 3. Eligible Persons. Up to fifteen senior executives of the Corporation and its subsidiaries, including the Chief Executive Officer of the Corporation, shall be eligible to receive grants under the Plan. Those persons (the "RECIPIENTS") shall be designated by the Committee prior to September 30, 1998 and the number of shares of the Corporation's common stock granted to each of them shall be determined by the Committee not later than sixty(60) days following the Corporation's fiscal year ending September 30, 1998. In making such designations and grants, the Committee shall take into account such factors as the Committee, in its sole discretion, shall deem appropriate, including, among other things, recommendations of the Chief Executive Officer of the Corporation regarding grants to persons other than himself. The Committee in its sole discretion may include among the Recipients otherwise eligible executives (or the estate, beneficiary or legal representative of any such executive) who die or become disabled prior to September 30, 1998. 1 4. Grants. All grants to Recipients shall be made in the form of shares of the Corporation's treasury common stock and, except as provided in Section 7, all such shares shall be unrestricted. No grant to any one individual shall be more than the lesser of 50% of the total number of shares granted, or 325,000 shares. 5. Number of Shares of Stock to be Granted. The total number of shares to be granted by the Committee shall be based on the Corporation's consolidated aggregate earnings per share ("EPS") over the October 1, 1995, through September 30, 1998, period (the "MEASUREMENT PERIOD") in accordance with the following schedule without interpolation: Aggregate Primary EPS Shares to for the Measurement Period be Granted $3.51 100,000 $3.84 150,000 $4.20 200,000 $4.56 250,000 $4.89 300,000 $5.25 350,000 $5.61 450,000 $5.94 550,000 $6.30 650,000 Aggregate Primary EPS over the Measurement Period shall be determined in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP"), provided that the expense accruals required under GAAP during the Measurement Period for the potential shares issuable under the Plan shall not be considered in calculating the aggregate EPS which will determine the total number of shares to be granted under the Plan. 6. Cash Election. At the time of any initial grant of unrestricted shares, each Recipient shall have the opportunity to elect in writing, on a form provided by the Committee, to receive up to fifty percent (50%) of the grant of unrestricted shares in cash in lieu of shares. For the purpose of the cash election, the shares shall be valued at the average New York Stock Exchange ("NYSE") closing price for the Corporation's common stock during the last ten trading days in September 1998. Each Recipient shall have until the later of (a) October 31, 1998, or (b) thirty (30) days from the date he receives notice of his grant to make the election to receive cash in lieu of shares. For the purpose of any cash election made by a Recipient pursuant to Section 8(a) or 8(b), the shares shall be valued at the average NYSE closing price of the Corporation's common stock for the ten trading days immediately preceding the date of the notice of grant by the Committee. 2 7. Restricted Shares. (a) Designation. If, during the Measurement Period, the Company determines that, upon application of GAAP, the prospective grants of unrestricted shares as of the end of the Measurement Period will require a pre-tax charge for any fiscal quarter in excess of twelve percent (12%) of the pretax profits before such charge, the Committee and management may reduce those charges to a level deemed appropriate to the Committee, but not below twelve percent (12%), by designating an appropriate number of the shares that may be granted under the Plan as restricted, rather than unrestricted, shares. The number of restricted shares so calculated shall be allocated on a pro rata basis among the Recipients by the Committee at the time grants are made by the Committee. (b) Restrictions. The grant agreement pertaining to restricted shares granted to a Recipient shall provide that, except as provided in this Section hereafter, the shares shall be forfeited if the Recipient is not employed by the Corporation or a subsidiary thereof for the duration of the period ending September 30, 2001. No grant of restricted shares shall be effective until the Recipient thereof has acknowledged in writing, in a grant agreement form provided by the Committee for that purpose, his understanding and acceptance of the terms and conditions of that grant. (c) Special Circumstances. The restricted shares shall not be forfeited to the Corporation in these cases: (i) DEATH OR DISABILITY. If the Recipient dies or becomes disabled prior to September 30, 2001, the restricted shares shall become unrestricted shares and certificates therefor shall be delivered to the Recipient's beneficiary or to the Recipient or his legal representative, as the case may be. A Recipient's beneficiary or beneficiaries shall be the person or persons or trust designated by the Recipient on a form provided for that purpose by the Committee and delivered to and accepted by the Committee or, in the absence of a valid designation or if the designated beneficiary does not survive the Recipient, the Recipient's estate. A Recipient shall be deemed "disabled" for this purpose if the Recipient has been determined as eligible for disability payments under the terms of the Corporation's long-term disability plan applicable to that Recipient. (ii) RETIREMENT. A Recipient retires (regardless of his age) by terminating his employment with the Corporation and its subsidiaries and by not becoming employed in the securities or investment advisory industry for one year thereafter. The Committee shall determine if a Recipient has retired and, if the Committee so determines, the shares shall be issuable thereafter to the Recipient as unrestricted shares only if the Recipient does not, within the period of one year following the date he leaves the employ of the Corporation and its subsidiaries (or, if the Recipient retires after September 30, 2000, within the period ending September 30, 2001), become employed in the securities or investment advisory industry. If the Recipient becomes employed in the securities or investment advisory industry within that period, his shares shall be permanently forfeited. 3 (iii) OTHER TERMINATION OF EMPLOYMENT. If the Recipient leaves employment with the Corporation and its subsidiaries for a reason other than death, disability, or retirement prior to September 30, 2001, his restricted shares shall be forfeited to the Corporation unless the Committee, in its sole discretion, elects to waive the forfeiture as to all or any portion of those shares. (d) No Cash Election. A Recipient shall have no cash election with respect to shares originally issued as restricted shares hereunder. (e) Holding of Certificates; Dividends and Voting Rights. Restricted shares shall be held by the Corporation and certificates therefore shall not be delivered to the Recipient until such time as the shares become unrestricted. While the shares are held by the Corporation, the Recipient shall have voting rights with respect to those shares and shall be entitled to receive any cash dividends payable thereon or other distributions by the Corporation with respect to such shares. 8. Change in Control. (a) Prior to September 30, 1998. In the event a Change in Control occurs prior to September 30, 1998, the number of shares to be granted hereunder by the Committee shall be determined using an aggregate Primary EPS determined by the following proration formula: 36 X the actual Primary EPS through the end of the most recent full month prior to the Change in Control / The number of months from and including 10-1-95 through the most recent full month prior to the Change in Control. For purposes of this paragraph, the timing of the Change in Control shall be deemed to be the earlier of the actual acquisition of shares resulting in the Change, or the date of the vote of the Corporation's Board of Directors approving the Change in Control transaction(s), if applicable. The number of shares so determined, if the Committee has not yet designated Recipients and allocated shares among them, shall be granted to such Recipients in such allocation of shares as the Committee shall determine in its discretion as described in Section 3. All of the shares so granted by the Committee shall be issued as unrestricted shares, and fifty percent (50%) of the shares granted to each Recipient shall be eligible for the cash election provided for in Section 6, which must be made by each Recipient within 30 days following receipt of notice of the grant. (b) After September 30, 1998. In the event a Change in Control occurs after September 30, 1998, but prior to a determination by the Committee of the Recipients and the grants thereto, the Committee shall designate the Recipients and the number of shares to be granted to each Recipient as described in Section 3. All of the shares shall be issued as unrestricted shares, and fifty percent (50%) of the shares granted shall be eligible for the cash election provided for in Section 6, which must be made by each Recipient within 30 days following receipt of notice of the grant. If a Change in Control occurs after September 30, 1998, and after the grant of shares to Recipients as restricted shares, all restricted shares shall be delivered to the Recipients thereof as unrestricted shares. 4 (c) Change in Control. "CHANGE IN CONTROL" is defined as follows: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) (a "PERSON") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (x) the then outstanding shares of common stock of the Corporation (the "OUTSTANDING CORPORATION COMMON STOCK") or (y) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "OUTSTANDING CORPORATION VOTING SECURITIES"); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Corporation (excluding an acquisition by virtue of the exercise of a conversion privilege), (B) any acquisition by the Corporation, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (A), (B) and (C) of subsection (ii) of this Section are satisfied; or (ii) Approval by the shareholders of the Corporation of a reorganization, merger or consolidation, in each case, unless following such reorganization, merger or consolidation, (A) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock, and Outstanding Corporation Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (B) no Person (excluding the Corporation, any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such reorganization, merger or consolidation and any person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 25% or more of the Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or 5 (iii) Approval by the shareholders of the Corporation of (x) a complete liquidation or dissolution of the Corporation or (y) the sale or other disposition of all or substantially all of the assets of the Corporation, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (B) no Person (excluding the Corporation and any employee benefit plan (or related trust) of the Corporation or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 25% or more of the Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities, as the case may be) beneficially owns, directly or indirectly, 25% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Corporation. 9. Miscellaneous. (a) Taxes. The Corporation shall be entitled to withhold from a Recipient's salary, commissions, cash election payments or other compensation (or secure payment from the Recipient in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Corporation with respect to any stock issuable under the Plan, or with respect to any income recognized upon the lapse of restrictions applicable to restricted shares, and the Corporation may defer issuance of stock hereunder until and unless indemnified to its satisfaction against any liability for any such tax. The amount of such withholding or tax payment shall be determined by the Committee or its delegate and shall be payable by the Recipient at such time as the Committee determines. The Committee may prescribe one or more methods by which the Recipient will be permitted to satisfy his withholding obligation, which methods may include, without limitation, the payment of cash by the Recipient to the Corporation, and the delivery or withholding, at the appropriate time, of shares of stock otherwise held or issuable to the Recipient in a number sufficient, based upon the fair market value of such stock, to satisfy such tax withholding requirements. The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to any such withholding methods as it deems necessary or appropriate, including, without limitation, rules and procedures relating to elections by Recipients who are subject to the provisions of Section 16 of the Exchange Act to have stock withheld to meet such tax withholding obligations. 6 (b) Loans. The Committee, in its discretion, may authorize the lending of funds by the Corporation to any Recipient solely for the purpose of paying federal and state income taxes associated with unrestricted or restricted shares issued to Recipients under the Plan, including federal and state income tax obligations resulting from an election by a Recipient under Section 83(b) of the Internal Revenue Code. Any such loans shall be made on terms respecting amortization, maturity, interest rate and collateral (which may include shares of the Corporation's common stock) as the Committee, in its discretion, may determine, and may be fully or partially nonrecourse to the borrower during all, none or any portion of the term of any loan authorized by the Committee. Any loans authorized by the Committee shall be documented with such agreements and instruments as the Committee shall determine to be prudent and in the best interests of the Corporation. (c) Amendment and Termination. The Committee or the Board may at any time terminate, suspend, or amend the Plan or the terms and conditions of any restricted stock grant agreement; provided, however, that no such action shall deprive any Recipient of any benefits to which he would have been entitled under the Plan on the day prior to the date such action was taken, unless agreed to by the Recipient or unless such action is required to comport with changes in the Internal Revenue Code of 1986 ("INTERNAL REVENUE CODE"), as amended, Title I of the Employee Retirement Income Securities Act of 1974 ("ERISA"), as amended, or rules thereunder. (d) Nonassignability. No right to receive shares or right to receive cash payments hereunder shall be assignable or transferable by a Recipient other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code or ERISA. The designation of a beneficiary by a Recipient pursuant to Section 7(c)(i) does not constitute a transfer. (e) No Right to Grant; No Right to Employment. No employee or other person shall have any claim of right to participate in or to receive a grant under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Corporation. 7 (f) Grants Not Includable for Benefit Purposes. Income recognized by a Recipient pursuant to the provisions of the Plan shall not be included in the determination of benefits under any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA) or group insurance or other benefit plans applicable to the Recipient which are maintained by the Corporation, except as may be provided under the terms of such plans or determined by resolution of the Board. (g) Governing Law. The Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of North Carolina other than the choice or conflict of laws provisions of such laws, and shall be construed in accordance therewith. (h) Securities Law Compliance. Certificates representing shares issued under the Plan may bear such legends and statements as the Committee shall deem appropriate or advisable to assure, among other things, compliance with applicable securities laws, rules and regulations. (i) Reservation of Shares. The Corporation during the term of the Plan shall reserve and keep available among its treasury shares, and will seek or obtain from any regulatory body having jurisdiction any requisite authority in order to issue such number of shares of its common stock as shall be sufficient to satisfy this Restated Plan. If the Corporation is unable to obtain any authority necessary for lawful issuance of any shares hereunder, the Corporation will be relieved of any liability in respect of the nonissuance or sale of such stock as to which such authority has not been obtained. (j) Uncertificated Shares. Any restricted shares granted hereunder may, but need not, be evidenced by a stock certificate in respect of the shares awarded. A "book entry" (i.e., a computerized or manual entry) may be made in the records of the Corporation to evidence the issuance of unrestricted shares where no physical certificate is issued. The Corporation's records, absent manifest error, shall be binding on all parties. (k) Adjustments for Certain Changes in Capitalization. If the Corporation at any time increases or decreases the number of its outstanding shares of common stock or changes in any way the rights and privileges of such shares by means of the payment of a stock dividend or any other distribution upon such shares payable in common stock, or through a stock split, subdivision, consolidation, combination, reclassification, or recapitalization involving the common stock, then the numbers, rights, and privileges of the shares issuable hereunder shall be increased, decreased, or changed in like manner as if such shares had been issued and outstanding, fully paid, and nonassessable at the time of such occurrence. (l) Indemnification of Committee. In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any benefit granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member is liable for negligence or misconduct in the performance of his duties, provided that within 60 days after institution of any such action, suit or proceeding, a Committee member shall in writing offer the Corporation the opportunity, at its own expense, to handle and defend the same. 8 WACHOVIA CORPORATION 1999 DECLARATION OF AMENDMENT TO INTERSTATE/JOHNSON LANE, INC. LONG-TERM INCENTIVE PLAN THIS DECLARATION OF AMENDMENT, made effective this 1st day of April, 1999, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"), to the Interstate/Johnson Lane, Inc. Long-Term Incentive Plan, as Amended and Restated Effective October 21, 1997 (the "Plan"). R E C I T A L S: WHEREAS, the Plan provides for the grant of awards for restricted and unrestricted shares of the common stock of Interstate/Johnson Lane, Inc.("IJL") to certain selected senior executives of IJL; and WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of October 27, 1998 by and between the Corporation and IJL, IJL will merge into the Corporation, with the Corporation as the surviving corporation; and WHEREAS, pursuant to Section 6.13(c) of the Merger Agreement, as of the effective time of the merger (the "Merger"), certain outstanding shares of restricted stock of IJL ("Restricted IJL Stock") and rights to acquire shares of Restricted IJL Stock or shares of IJL common stock ("IJL Common Stock"), including rights granted under the Plan, will be converted into shares or rights to acquire shares of Common Stock of the Corporation; and WHEREAS, pursuant to Section 9(c) of the Plan, the Board or the Committee authorized to administer the Plan (the "Committee") may at any time terminate, suspend or amend the Plan, subject to the terms of the Plan; and WHEREAS, subject to consummation of the Merger, the Corporation has determined that it would be in the best interests of the Corporation to reflect the Corporation's assumption of certain awards under the Plan and make certain amendments to the Plan in order to facilitate plan administration; NOW, THEREFORE, IT IS DECLARED, that, effective immediately following the effective time of the Merger, the Plan shall be amended as follows: 1. References in the Plan to the "Corporation," including but in no way limited to the definition of the term contained in Section 1, shall hereafter be deemed to be references to Wachovia Corporation. Notwithstanding the foregoing, for purposes of determining eligibility for, and terms of, participation in the Plan (including but not limited to the eligibility provisions contained in Section 3), the term "Corporation" shall refer to Interstate/Johnson Lane, Inc. or its subsidiary or successor corporations. 2. All references to the term "common stock" shall hereafter be deemed to be references to the Common Stock of Wachovia Corporation. 3. All references to the term "Committee," including but not limited to the definition of the term contained in Section 2, shall hereafter be deemed to be references to the Management Resources and Compensation Committee of the Board of Directors of Wachovia Corporation. 4. The first sentence of Section 4 shall be deleted and the following sentence shall be inserted in lieu thereof: "4. Grants. All grants to Recipients shall be made in the form of authorized and unissued shares of the Corporation's common stock, and, except as provided in Section 7, all such shares shall be unrestricted." IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf of Wachovia Corporation as of the day and year first above written. WACHOVIA CORPORATION By: /s/ Leslie M. Baker, Jr. ------------------------------- Chief Executive Officer ATTEST: /s/ William M. Watson, Jr. - ------------------------------- Secretary [Corporate Seal] 2 -----END PRIVACY-ENHANCED MESSAGE-----