ITEM 10. Directors and Executive Officers of the Registrant
The names, ages and positions of the executive officers of Wachovia as of January 31, 1997 are shown below along with their business experience during the past five years and the year of their employment with Wachovia and subsidiaries. Officers are elected annually by the Board of Directors and hold office for one year or until their successors are chosen and qualified. There are no family relationships between any of them, nor is there any arrangement or understanding between any officer and any other person pursuant to which the officer was selected. The required information for the directors is included in the Proxy Statement.
Name, Age Business Experience During Past and Position Five Years and Year Employed - ------------ ----------------------------
L. M. Baker, Jr., 54 Chief Executive Officer of Wachovia President and Chief Corporation since January 1994; President Executive Officer Wachovia of Wachovia Corporation since 1993; Chief Corporation; Chairman of Operating Officer of Wachovia Corporation, the Board Wachovia Bank February - December 1993; Executive Vice of North Carolina, N.A.; President of Wachovia Corporation until Director of Wachovia January 1993; President and Chief Corporation, Wachovia Bank Executive Officer of Wachovia Corporation of Georgia, N.A., and of North Carolina, January 1990 - March Wachovia Bank of South 1993; President and Chief Executive Carolina, N.A. Officer of Wachovia Bank of North Carolina, N.A., January 1990 - May 1993; Executive Vice President of Wachovia Corporation of North Carolina until December 1989; Executive Vice President of Wachovia Bank of North Carolina, N.A. until December 1989. Employed in 1969.
Mickey W. Dry, 57 Executive Vice President and Chief Credit Executive Vice President Officer of Wachovia Corporation since and Chief Credit Officer November 1989; Executive Vice President of Wachovia Corporation; Wachovia Bank of North Carolina, N.A. Executive Vice President since October 1989; Senior Vice President/ Wachovia Bank of North Group Executive of Wachovia Bank of North Carolina, N.A. Carolina, N.A. until 1989. Employed in 1961.
Item 10. Directors and Executive Officers of the Registrant (Continued)
Name, Age Business Experience During Past and Position Five Years and Year Employed - ------------ ----------------------------
Hugh M. Durden, 53 Executive Vice President of Wachovia Executive Vice President Corporation since 1994; President of Wachovia Corporation, Wachovia Corporate Services, Inc. since Wachovia Bank of North July 1994; President of Wachovia Trust Carolina, N.A.; President Services, Inc., January-June 1994; Wachovia Corporate Services, Executive Vice President of Wachovia Inc. Bank of North Carolina, N.A.; Western Division Executive, Wachovia Bank of North Carolina, N.A., 1991-1994; Regional Vice President, Southern Region, Wachovia Bank of North Carolina, N.A., 1989-1991. Employed in 1972.
Walter E. Leonard, Jr. 51 Executive Vice President of Wachovia Executive Vice President Corporation since October 1988; Wachovia Corporation, Executive Vice President of Wachovia Wachovia Bank of Georgia, Bank of Georgia, N.A.; President of N.A.; President Wachovia Wachovia Operational Services Corporation. Operational Services Employed in 1965. Corporation
Kenneth W. McAllister, 48 Executive Vice President of Wachovia Executive Vice President Corporation since January 1994; General and General Counsel Counsel of Wachovia Corporation; Wachovia Corporation Secretary of Wachovia Corporation until October 1992. Employed in 1988.
Robert S. McCoy, Jr., 58 Executive Vice President of Wachovia Executive Vice President and Corporation since January 1992; Chief Chief Financial Officer Financial Officer of Wachovia Corporation Wachovia Corporation since September 1992; Comptroller of Wachovia Corporation, January 1992 - August 1992; President of South Carolina National Corporation until 1992; Vice Chairman and Chief Financial Officer of Wachovia Bank of South Carolina, N.A., 1990 - 1992; Executive Vice President and Chief Financial Officer of Wachovia Bank of South Carolina, N.A., until 1990. Employed in 1984.
Item 10. Directors and Executive Officers of the Registrant (Continued)
Name, Age Business Experience During Past and Position Five Years and Year Employed - ------------ ----------------------------
G. Joseph Prendergast, 51 Executive Vice President of Wachovia Executive Vice President Corporation since October 1988; Wachovia Corporation; Chairman of Wachovia Bank of Georgia, Chairman Wachovia Bank of N.A. since January 1994; Chairman Georgia, N.A. and Wachovia of Wachovia Bank of South Carolina, Bank of South Carolina, N.A.; N.A. since July 1995; President and Director Wachovia Bank Chief Executive Officer of Wachovia of Georgia, N.A., Wachovia Bank of Georgia, N.A., January 1993- Bank of North Carolina, N.A., January 1995; President and Chief and Wachovia Bank of South Executive Officer of Wachovia Carolina, N.A. Corporate Services, Inc. until July 1994; President and Chief Executive Officer of Wachovia Corporation of Georgia, January 1993- March 1993; Executive Vice President of Wachovia Bank of Georgia, N.A., 1989-1993; Executive Vice President of Wachovia Bank of North Carolina, N.A. until 1989. Employed in 1973.
Item 10. Directors and Executive Officers of the Registrant (Continued)
Name, Age Business Experience During Past and Position Five Years and Year Employed - ------------ ----------------------------
Richard B. Roberts, 53 Executive Vice President and Executive Vice President and Treasurer of Wachovia Corporation Treasurer Wachovia since April 1990; Executive Vice Corporation; Executive Vice President of Wachovia Bank of President Wachovia Bank of North Carolina, N.A. North Carolina, N.A. Employed in 1967.
Donald K. Truslow, 38 Comptroller of Wachovia Corporation Senior Vice President and since June 1996; Senior Vice Comptroller Wachovia President of Wachovia Corporation Corporation since April 1996; Executive Vice President, Wachovia Corporate Services, September 1995-April 1996; Executive Vice President and Chief Credit Officer, Wachovia Bank of South Carolina, N.A., January 1992- September 1995; Senior Vice President, Wachovia Bank of North Carolina, N.A., 1991. Employed in 1980.
During the past five years, there have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to an evaluation of the ability or integrity of any of Wachovia's executive officers, directors, or any persons nominated to become directors.
PART IV
Item 14.
Item 14. Exhibits
3.1 Amended and Restated Articles of Incorporation of the registrant (Exhibit 3.1 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1993, File No. 1-9021*). 3.2 Bylaws of the registrant as amended (Exhibit 3.2 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended June 30, 1995, File No. 1-9021*). 4.1 Articles IV, VII, IX, X and XI of the registrant's Amended and Restated Articles of Incorporation (Included in Exhibit 3.1 hereto). 4.2 Article 1, Section 1.8, and Article 6 of the registrant's Bylaws (included in Exhibit 3.2 hereto). 4.3 Indenture dated as of May 15, 1986 between South Carolina National Corporation and Morgan Guaranty Trust Company of New York, as Trustee, relating to $35,000,000 principal amount of 6 1/2% Convertible Subordinated Debentures due in 2001 (Exhibit 28 to S-3 Registration Statement of South Carolina National Corporation, File No. 33-7710*). 4.4 First Supplemental Indenture dated as of November 26, 1991 by and among South Carolina National Corporation, Wachovia Corporation and Morgan Guaranty Trust Company of New York, as Trustee, amending the Indenture described in Exhibit 4.3 hereto (Exhibit 4.10 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1991, File No. 1-9021*). 4.5 Indenture dated as of March 15, 1991 between South Carolina National Corporation and Bankers Trust Company, as Trustee, relating to certain unsecured subordinated securities (Exhibit 4(a) to S-3 Registration Statement of South Carolina National Corporation, File No. 33-39754*). 4.6 First Supplemental Indenture dated as of January 24, 1992 by and among South Carolina National Corporation, Wachovia Corporation and Bankers Trust Company, as Trustee, amending the Indenture described in Exhibit 4.5 hereto (Exhibit 4.12 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1991, File No. 1-9021*). 4.7 Indenture dated as of August 22, 1989 between First Wachovia Corporation and The Philadelphia National Bank, as Trustee, relating to $300,000,000 principal amount of subordinated debt securities (Exhibit 4(c) to S-3 (Shelf) Registration Statement of First Wachovia Corporation, File No. 33-30721*). 4.8 First Supplemental Indenture, dated as of September 15, 1992 between Wachovia Corporation and CoreStates Bank, National Association, as Trustee, amending the Indenture described in Exhibit 4.7 hereto (Exhibit 4(d) to Report on Form 8 of Wachovia Corporation, filed on October 15, 1992, File No. 1-9021*).
Item 14. Exhibits (Continued)
4.9 Indenture dated as of March 1, 1993 between Wachovia Corporation and CoreStates Bank, National Association, as Trustee, relating to subordinated debt securities (Exhibit 4 to S-3 (Shelf) Registration Statement of Wachovia Corporation, File No. 333-06319*). 4.10 Indenture dated as of August 15, 1996 between Wachovia Corporation and The Chase Manhattan Bank, as Trustee, relating to senior securities (Exhibit 4 (a) of Post- Effective Amendment No. 1 to Form S-3 (Shelf) Registration Statement of Wachovia Corporation, File No. 33-6280*). 10.1 Deferred Compensation Plan of Wachovia Bank of North Carolina, N.A. (Exhibit 10.1 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31,1992, File No. 1-9021*). 10.2 1983 Amendment to Deferred Compensation Plan described in Exhibit 10.1 hereto (Exhibit 10.2 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1992, File No. 1-9021*). 10.3 1986 Amendment to Deferred Compensation Plan described in Exhibit 10.1 hereto (Exhibit 10.9 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1986, File No. 1-9021*). 10.4 1986 Senior Management Stock Option Plan of Wachovia Corporation (Exhibit 10.20 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1986, File No. 1-9021*). 10.5 1987 Declaration of Amendment to 1986 Senior Management Stock Option Plan described in Exhibit 10.4 hereto (Exhibit 10.21 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1986, File No. 1-9021*). 10.6 1996 Declaration of Amendment to 1986 Senior Management Stock Option Plan as described in Exhibit 10.4 hereto. 10.7 Senior Management Incentive Plan of Wachovia Corporation as amended through April 22, 1994 (Exhibit 10.2 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended March 31, 1994, File No. 1-9021*). 10.8 Retirement Savings and Profit-Sharing Benefit Equalization Plan of Wachovia Corporation (Exhibit 10.3 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended June 30, 1995, File No. 1-9021*). 10.9 Employment Agreements between Wachovia Corporation and Messrs. L. M. Baker, Jr., Robert S. McCoy, Jr., G. Joseph Prendergast, Hugh M. Durden and Walter E. Leonard, Jr. (Exhibit 10.17 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1987, File No. 1-9021*). 10.10 Amendment to Employment Agreements described in Exhibit 10.9 hereto (Exhibit 10.14 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1990, File No. 1-9021*).
Item 14. Exhibits (Continued)
10.11 Amendment to Employment Agreements described in Exhibit 10.9 hereto with L.M. Baker, Jr., Robert S. McCoy, Jr., G. Joseph Prendergast and Walter E. Leonard, Jr. 10.12 Amendment to Employment Agreement described in Exhibit 10.9 hereto with Hugh M. Durden. 10.13 Agreement between Wachovia Corporation and Mr. John G. Medlin, Jr. (Exhibit 10.16 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1993, File No. 1-9021*). 10.14 Amendment to Agreement between Wachovia Corporation and Mr. John G. Medlin, Jr. described in Exhibit 10.13 hereto(Exhibit 10.4 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended June 30, 1995, File No. 1-9021*). 10.15 Executive Retirement Agreement between Wachovia Corporation and Mr. John G. Medlin, Jr.(Exhibit 10.18 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1987, File No. 1-9021*). 10.16 Amendment to Executive Retirement Agreement described in Exhibit 10.15 hereto (Exhibit 10.17 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1991, File No. 1-9021*). 10.17 Amendment to Executive Retirement Agreement between Wachovia Corporation and Mr. John G. Medlin, Jr. (Exhibit 10.3 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended September 30, 1993, File No. 1-9021*). 10.18 Amendment to Executive Retirement Agreement between Wachovia Corporation and Mr. John G. Medlin, Jr. (Exhibit 10.4 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended September 30, 1993, File No. 1-9021*). 10.19 Executive Retirement Agreements between Wachovia Corporation and Messrs. L.M. Baker, Jr., G. Joseph Prendergast, Walter E. Leonard, Jr., and Hugh M. Durden, dated as of January 27, 1995 (Exhibit 10.1 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended June 30, 1995, File No. 1-9021*). 10.20 Executive Retirement Agreement between Wachovia Corporation and Mr. Robert S. McCoy, Jr. (Exhibit 10.2 to Quarterly Report on Form 10-Q of Wachovia Corporation for the quarter ended June 30, 1995, File No. 1-9021*). 10.21 Amendment to Executive Retirement Agreements described in Exhibits 10.19 and 10.20 hereto. 10.22 Senior Management and Director Stock Plan of Wachovia Corporation (Exhibit 10 to Quarterly Report on Form 10-Q of First Wachovia Corporation for the quarter ended March 31, 1989, File No. 1-9021*).
Item 14. Exhibits (Continued)
10.23 1990 Declaration of Amendment to Senior Management and Director Stock Plan as described in Exhibit 10.22 hereto (Exhibit 10.17 to Report on Form 10-K of First Wachovia Corporation for fiscal year ended December 31, 1989, File No. 1-9021*). 10.24 1996 Declaration of Amendment to Senior Management and Director Stock Plan as described in Exhibit 10.22 hereto. 10.25 Deferred Compensation Plan for the Board of Directors of Wachovia Corporation (Exhibit 10.19 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1990, File No. 1-9021*). 10.26 1996 Declaration of Amendment to Deferred Compensation Plan for the Board of Directors of Wachovia Corporation described in Exhibit 10.25 hereto. 10.27 Retirement Pay Plan for Directors of Wachovia Corporation (Exhibit 10.21 to Report on Form 10-K of First Wachovia Corporation for the fiscal year ended December 31, 1990, File No. 1-9021*). 10.28 Amendment to Retirement Pay Plan for Directors of Wachovia Corporation described in Exhibit 10.27 hereto. 10.29 Deferred Compensation Plan dated as of January 19, 1987, as amended (Exhibit 10(c) to Report on Form 10-K of South Carolina National Corporation for the fiscal year ended December 31, 1986, File No. 0-7042*). 10.30 Amendment to Deferred Compensation Plan described in Exhibit 10.29 hereto (Exhibit 19(b) to Quarterly Report on Form 10-Q of South Carolina National Corporation for the quarter ended September 30, 1987, File No. 0-7042*). 10.31 Amendment to Deferred Compensation Plan described in Exhibit 10.29 hereto (Exhibit 10(d) to Report on Form 10-K of South Carolina National Corporation for the fiscal year ended December 31, 1988, File No. 0-7042*). 10.32 Amendment to Deferred Compensation Plan described in Exhibit 10.29 hereto (Exhibit 10.35 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1993, File No. 1-9021*). 10.33 Agreement for Deferral of Directors' Fees (Exhibit 10(b) to S-14 Registration Statement of South Carolina National Corporation, No. 2-89011*). 10.34 Amendment to Agreement for Deferral of Directors' Fees described in Exhibit 10.33 hereto (Exhibit 10.39 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1991, File No. 1-9021*). 10.35 Wachovia Corporation Stock Plan (Exhibit 4.1 to S-8 Registration Statement No. 033-53325*). 10.36 Amendment to Wachovia Corporation Stock Plan described in Exhibit 10.35 hereto. 10.37 Wachovia Corporation Director Deferred Stock Unit Plan.
Item 14. Exhibits (Continued)
10.38 Wachovia Corporation Incentive Plan Deferral Arrangement (Exhibit 10.35 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1995, File No. 1-9021*). 10.39 Wachovia Corporation Executive Insurance Plan (Exhibit 10.36 to Report on Form 10-K of Wachovia Corporation for the fiscal year ended December 31, 1995, File No. 1-9021*). 10.40 Form 11-K of the Wachovia Corporation Retirement Savings and Profit-Sharing Plan, to be filed as an amendment to Form 10-K for the year ended December 31, 1996. 11 Computation of Earnings Per Share (Note O to 1996 Consolidated Financial Statements of Wachovia Corporation and Subsidiaries, page 61 of 1996 Annual Report to Shareholders*). 12 Statement setting forth computation of ratio of earnings to fixed charges. 13 Wachovia Corporation 1996 Annual Report to Shareholders, with the Report of Independent Auditors therein being manually signed in one copy by Ernst & Young LLP. (Except for those portions thereof which are expressly incorporated by reference herein, this report is not "filed" as a part of this Report on Form 10-K). 21 Subsidiaries of the Registrant (listed under "Subsidiaries of Wachovia Corporation" and included on page 2 of Report on Form 10-K for the fiscal year ended December 31, 1996*). 23 Consent of Ernst & Young LLP. 24 Power of Attorney. 27 Financial Data Schedule (for SEC purposes only).
* Incorporated by reference.