-----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, J+bYmswOZRaGwfZCqjdzgTU79TUdd/s8xs3E1aYktjOf33QRVseQSEPSKBi41fTS l6Q4pYMjkeBQgyrvMUbIsA== 0000950168-96-000416.txt : 19960314 0000950168-96-000416.hdr.sgml : 19960314 ACCESSION NUMBER: 0000950168-96-000416 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960426 FILED AS OF DATE: 19960313 SROS: NONE 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09021 FILM NUMBER: 96534427 BUSINESS ADDRESS: STREET 1: 301 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27150 BUSINESS PHONE: 9197705000 MAIL ADDRESS: STREET 1: 301 NORTH MAIN ST CITY: WINSTON SALEM STATE: NC ZIP: 27150 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WACHOVIA CORP DATE OF NAME CHANGE: 19910603 DEF 14A 1 WACHOVIA CORPORATION DEF 14A #42183.1 3/13/96 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) (x ) Filed by the Registrant ( ) Filed by a Party other than the Registrant Check the appropriate box: ( ) Preliminary Proxy Statement (xx) Definitive Proxy Statement ( ) Definitive Additional Materials ( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or (section mark)240.14a-12 Wachovia Corporation (Name of Registrant as Specified In Its Charter) Alice Washington Grogan Corporate Secretary (Name of Person(s) Filing Proxy Statement) PAYMENT OF FILING FEE (Check the appropriate box): (x ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2). ( ) $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). ( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: * * Set forth the amount on which the filing fee is calculated and state how it was determined. ( ) Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: $ 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: ( ) Filing Fee of $ was previously paid on , 199 , the date the Preliminary Proxy Statement was filed. (WACHOVIA logo appears here) 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 March 13, 1996 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of Wachovia Corporation You are cordially invited to attend the Annual Meeting of Shareholders of Wachovia Corporation to be held at the North Raleigh Hilton Hotel, 3415 Wake Forest Road, Raleigh, North Carolina, on Friday, April 26, 1996, at 10:30 A.M., EDT, for the following purposes: 1. TO ELECT FIVE DIRECTORS OF WACHOVIA CORPORATION FOR A THREE-YEAR TERM TO EXPIRE AT THE 1999 ANNUAL MEETING OF SHAREHOLDERS. 2. TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITORS FOR 1996. 3. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING. Shareholders of record at the close of business on February 19, 1996, are entitled to notice of and to vote at said meeting and any adjournment thereof. (Signature of L. M. Baker, Jr.) L. M. Baker, Jr. Chief Executive Officer PLEASE MARK, DATE, SIGN AND RETURN YOUR PROXY PROMPTLY. (WACHOVIA logo appears here) 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 March 13, 1996 PROXY STATEMENT This Proxy Statement and accompanying Form of Proxy are being mailed to shareholders on or about March 13, 1996, in connection with the solicitation of Proxies by the Board of Directors of Wachovia Corporation ("Wachovia" or the "Company") for use at the Annual Meeting of Shareholders to be held on April 26, 1996, and at any adjournment thereof. The entire cost of such solicitation will be borne by Wachovia. In addition to solicitation by mail, arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to their principals, and Wachovia will reimburse them for their expenses in so doing. Wachovia has retained W. F. Doring & Co. to assist in such solicitation. The fee to be paid to such firm is not expected to exceed $7,500, plus reasonable out-of-pocket costs and expenses. Personal solicitation also may be conducted by Directors, officers and employees of Wachovia and its subsidiaries. The shares represented by the accompanying Proxy will be voted if the Form of Proxy is properly signed and received by Wachovia prior to or at the time of the meeting. Where a choice is specified on any Proxy as to the vote on any matter to come before the meeting, the Proxy will be voted in accordance with such specification. If no choice is specified, the Proxy will be voted in favor of Proposals 1 and 2. Any Proxy may be revoked at any time prior to the voting of the Proxy by notifying the Secretary of Wachovia in writing or by signing and delivering a Proxy with a later date. A Proxy is suspended if the person giving the Proxy attends the meeting and elects to vote in person. Throughout this Proxy Statement, reference will be made to the following subsidiaries or former subsidiaries of Wachovia: Wachovia Corporation of Georgia ("WCGA"), Wachovia Bank of Georgia, N.A. ("WBGA"), Wachovia Corporation of North Carolina ("WCNC"), Wachovia Bank of North Carolina, N.A. ("WBNC"), South Carolina National Corporation ("SCNC") and Wachovia Bank of South Carolina, N.A. ("WBSC"). WCNC and WCGA were bank holding companies organized under the laws of North Carolina and Georgia, respectively, and were merged into Wachovia effective March 31, 1993. SCNC was a bank and savings and loan holding company organized under the laws of South Carolina and was merged into Wachovia effective December 1, 1995. WBGA (formerly a subsidiary of WCGA), WBNC (formerly a subsidiary of WCNC) and WBSC (formerly a subsidiary of SCNC) are national banking associations organized under the laws of the United States. Shareholders of record at the close of business on February 19, 1996, will be entitled to vote at the Annual Meeting of Shareholders. Holders of Wachovia's common stock, $5.00 par value per share (the "Common Stock"), are entitled at all meetings of shareholders of Wachovia to one vote for each share held. At the close of business on February 19, 1996, there were 169,818,045 shares of Common Stock outstanding. All such shares are entitled to be voted at the meeting. Under Wachovia's bylaws, a majority of votes entitled to be cast on a particular matter, represented in person or by proxy, constitutes a quorum for purposes of all matters to be considered at the Annual Meeting. The bylaws of Wachovia further provide that once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment thereof, unless a new record date is or must be set for the adjournment. Abstentions and shares which are withheld as to voting with respect to one or more of the nominees for Director and abstentions will be counted in determining the existence of a quorum, but shares held by a broker, 2 as nominee, and not voted on any matter will not be counted for such purposes. Under the laws of North Carolina, the persons receiving a plurality of the votes cast by the shares entitled to vote will be elected as Directors. The proposal to ratify the appointment of auditors for 1996 will be approved if the votes cast in favor of such proposal exceed the votes cast against it. Abstentions, shares which are withheld as to voting with respect to nominees for Director and shares held of record by a broker, as nominee, that are not voted with respect to either of the foregoing proposals will not be counted as a vote in favor of or against such proposal and, therefore, will have no effect. To Wachovia's knowledge, no shareholder beneficially owned more than 5% of the outstanding shares of Wachovia Common Stock as of December 31, 1995. Wachovia's three principal banking subsidiaries held, as of December 31, 1995, in various fiduciary capacities, an aggregate of 6,506,125 shares, or 3.8191%, of the Common Stock, as follows: WBNC (3,560,055 shares, or 2.0897%), WBGA (1,841,171 shares, or 1.0807%), and WBSC (1,104,899 shares, or 0.6486%). BOARD OF DIRECTORS The Board of Directors of Wachovia held four meetings during 1995. Each incumbent Director attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and of all committees of the Board on which such Director served during 1995. Wachovia has an Audit Committee presently consisting of the following nonmanagement Directors: F. Kenneth Iverson, Chairman; Hayne Hipp; Robert M. Holder, Jr.; Wyndham Robertson; and Charles McKenzie Taylor. During 1995, four meetings of the Audit Committee were held. The Audit Committee is responsible for assuring that there exist viable internal and independent auditing processes for Wachovia and its subsidiaries and affiliated companies. The committee recommends to the Board of Directors the appointment of the independent auditors. The committee maintains open lines of communication with internal auditors, independent auditors and regulatory examiners for the purpose of satisfying the committee that audit scopes and programs are comprehensive and adequate to meet needs, that management takes appropriate and timely action on recommendations made by internal auditors, independent auditors, and regulatory examiners, and that Wachovia personnel cooperate fully with internal auditors, independent auditors and regulatory examiners. In fulfilling its responsibilities, the committee reviews and considers written and oral reports of examinations by the regulatory authorities, management letters or other comments of independent auditors, reports of the internal auditors, and other audit-related information it considers appropriate. The Chairman of the Audit Committee regularly reports to the Board of Directors on the committee's findings, any recommendations made by the committee, and action taken by management on such recommendations. Wachovia has a Management Resources and Compensation Committee presently consisting of the following nonmanagement Directors: Donald R. Hughes, Chairman; Rufus C. Barkley, Jr.; Crandall C. Bowles; James W. Johnston; and Sherwood H. Smith, Jr. The Management Resources and Compensation Committee has the authority for establishing and administering salary, incentive, benefit and stock plans, including setting the compensation of senior officers, reviewing and recommending assignment and succession of top executive management and at least annually reviewing the performance of the Chief Executive Officer and reporting its findings to the nonmanagement members of the Board. The Management Resources and Compensation Committee, or a subcommittee thereof, also serves as the committee of outside directors authorized to take those actions necessary to satisfy the qualified performance-based compensation requirements for employer compensation deductions set forth in Section 162(m) of the Internal Revenue Code of 1986, as amended. Four meetings of the Management Resources and Compensation Committee were held during 1995. Wachovia has a Corporate Governance and Nominating Committee presently consisting of the following nonmanagement Directors: Sherwood H. Smith, Jr., Chairman; Rufus C. Barkley, Jr.; Crandall C. Bowles; Donald R. Hughes; and James W. Johnston. The Corporate Governance and Nominating Committee has the authority for considering and recommending nominees for the Board of Directors of the Company, assessing the performance of the Board, evaluating issues of corporate governance, 3 BOARD OF DIRECTORS - CONTINUED and recommending the processes and practices through which the Board shall conduct its business. The Corporate Governance and Nominating Committee will consider recommendations for Director nominees made by shareholders of the Company. Such nominations must be made in writing to the Chief Executive Officer of Wachovia, in accordance with the requirements of the Company's bylaws, and must state the name, age, address, principal occupation, background and qualifications of the person recommended, specify the class of Directors to which such person is nominated, state the number of shares that will be voted for the person recommended, and indicate the name and residence address of, and number of shares held by, the shareholder making the recommendation. In addition, the Board of Directors has Compliance, Credit, Executive and Finance Committees. The bylaws of Wachovia provide that the number of Directors shall not be less than nine nor more than twenty-five. There are presently sixteen Directors divided into three classes. Mr. F. Kenneth Iverson is retiring as of the date of the Annual Meeting pursuant to the provisions of the Company's bylaws. At the 1996 Annual Meeting of Shareholders, five Directors are to be elected to serve for a term of three years, until the 1999 Annual Meeting. If elected, the nominees will serve until their respective terms expire, except as the age and retirement provisions of Wachovia's bylaws otherwise require, and until their successors are elected and qualified. The remaining members of the Board of Directors are expected to continue to serve until their respective terms expire. It is not anticipated that any of the nominees will be unable or unwilling to serve, but if that should occur, it is the intention of the proxyholders named in the Proxy either to vote for such other person or persons for the office of Director as may be nominated by the Board of Directors or to reduce the number of Directors to be elected at the meeting by the number of such persons unable or unwilling to serve (subject to the requirement of Wachovia's articles of incorporation that the number of Directors in each of the three classes be as equal in number as possible). Proxies cannot be voted for a greater number of nominees than the number named in the Proxy Statement. Set forth on the following pages for each nominee for election as Director of Wachovia, and for each Director whose term will continue after the Annual Meeting, is a brief statement including the age, year of first election as a Director of Wachovia, principal occupation and business experience during the past five years, and certain other directorships, all as of December 31, 1995, unless otherwise indicated. NOMINEES FOR ELECTION AS DIRECTORS TERM EXPIRING 1999 ANNUAL MEETING (Photo) LESLIE M. BAKER, JR., 53, is President and Chief Executive Officer of Wachovia, positions he has held since January 1, 1994. He was President and Chief Operating Officer of Wachovia from February 1, 1993 to December 31, 1993, and prior thereto served as Executive Vice President. Mr. Baker was President and Chief Executive Officer of WBNC from January 1, 1990 until May 1, 1993. He has served as a Director of WBNC since 1990 and as a Director of WBGA and WBSC since 1993. He also served as President, Chief Executive Officer and a Director of WCNC from 1990 until its merger into Wachovia in 1993, and as a Director of SCNC until its merger into Wachovia in 1995. He serves as a Director of Carolina Power and Light Company. Mr. Baker was elected a Director of Wachovia, effective February 1, 1993, by its Board of Directors to fill the vacancy resulting from an increase in the number of Directors and was elected for his present term at the 1994 Annual Meeting of Shareholders. Committee: Executive 4 NOMINEES FOR ELECTION AS DIRECTORS - CONTINUED TERM EXPIRING 1999 ANNUAL MEETING (Photo) LAWRENCE M. GRESSETTE, JR., 63, is Chairman, Chief Executive Officer and a Director of SCANA Corporation, positions he has held since 1990, in addition to the position of President of SCANA Corporation which he has held since 1985. SCANA Corporation is a holding company whose principal subsidiary is South Carolina Electric & Gas Company, a public utility. He also serves as a Director of InterCel, Inc. and The Liberty Corporation. Mr. Gressette was a Director of SCNC and WBSC from 1979 to 1991 and was named a Director of Wachovia by its Board of Directors in connection with the acquisition of SCNC in 1991. He was elected for his present term at the 1993 Annual Meeting of Shareholders. Committees: Credit Finance (Photo) THOMAS K. HEARN, JR., 58, is President of Wake Forest University. Dr. Hearn was a Director of WCNC and WBNC from 1988 to 1990 and was elected as a Director of Wachovia at the 1990 Annual Meeting of Shareholders. He was elected for his present term at the 1993 Annual Meeting of Shareholders. Committees: Credit Finance (Photo) HERMAN J. RUSSELL, 65, is Chairman and Chief Executive Officer of H. J. Russell & Company, a management services company. He also serves as a Director of Citizens Bancshares Corporation and Georgia Power Company. Mr. Russell was a Director of WCGA and WBGA from 1983 to 1992 and was elected a Director of Wachovia by its Board of Directors to fill a vacancy in 1992. He was elected for his present term at the 1993 Annual Meeting of Shareholders. Committees: Credit Finance (Photo) JOHN C. WHITAKER, JR., 58, is Chairman and Chief Executive Officer of Inmar Enterprises, Inc., an information services and transaction processing company. He was a Director of WCNC from 1990 until its merger into Wachovia in 1993, and has been a Director of WBNC since 1990. 5 DIRECTORS CONTINUING IN OFFICE TERM EXPIRING 1998 ANNUAL MEETING (Photo) CRANDALL C. BOWLES, 48, is Executive Vice President and a Director of Springs Industries, Inc., a home furnishings, finished fabrics and industrial textiles company, positions she has held since April of 1992. She previously served as President of The Springs Company, a management services company. Mrs. Bowles also serves as a Director of Duke Power Co. She was a Director of SCNC and WBSC from 1988 to 1991 and was named a Director of Wachovia by its Board of Directors in connection with the acquisition of SCNC in 1991. She was elected for her present term at the 1995 Annual Meeting of Shareholders. Committees: Corporate Governance and Nominating Executive Management Resources and Compensation (Photo) HAYNE HIPP, 55, is President and Chief Executive Officer of The Liberty Corporation, an insurance and broadcasting holding company. He also serves as a Director of The Liberty Corporation and SCANA Corporation. Mr. Hipp was a Director of SCNC and WBSC from 1984 to 1991 and was named a Director of Wachovia by its Board of Directors in connection with the acquisition of SCNC in 1991. He was elected for his present term at the 1995 Annual Meeting of Shareholders. Committees: Audit Compliance (Photo) JAMES W. JOHNSTON, 49, was named Vice Chairman of RJR Nabisco, Inc., a tobacco and food manufacturing and distribution holding company, in 1995. He also serves as Chairman of the Board of R.J. Reynolds Tobacco Company, a manufacturer of tobacco products, a Director of RJR Nabisco Holdings Corp. (since 1992) and Chairman of R.J. Reynolds Tobacco International, Inc. (since 1993). Mr. Johnston was Chief Executive Officer of R.J. Reynolds Tobacco Company from 1989 to 1995. He also serves as a Director of Sealy Corporation. Mr. Johnston was elected a Director of Wachovia by its Board of Directors to fill a vacancy in 1990 and was elected for his present term at the 1995 Annual Meeting of Shareholders. Committees: Corporate Governance and Nominating Management Resources and Compensation (Photo) WYNDHAM ROBERTSON, 58, is a writer. A member of the staff of Fortune magazine for 24 years, she served as Assistant Managing Editor from 1981 to 1986. From 1986 to March of 1996, she was Vice President for Communications of the University of North Carolina. She also served as a Director of Capital Cities/ABC, Inc. from 1990 until it merged with the Walt Disney Company in 1996 and as a Director of The Equitable Companies from 1993 to February of 1996. Miss Robertson was a Director of WBNC from 1993 to April of 1995, and was elected a Director of Wachovia for her present term at the 1995 Annual Meeting of Shareholders. Committees: Audit Compliance 6 DIRECTORS CONTINUING IN OFFICE - CONTINUED TERM EXPIRING 1998 ANNUAL MEETING (Photo) SHERWOOD H. SMITH, JR., 61, is Chairman of the Board and Chief Executive Officer of Carolina Power and Light Company, a public utility. He also served as President of that company until September of 1992. Mr. Smith serves as a Director of Springs Industries, Inc. and Northern Telecom, Inc., and a Trustee of Northwestern Mutual Life Insurance Company. Mr. Smith was a Director of WCNC and WBNC from 1980 to 1990 and was designated a Director of Wachovia upon its organization in 1985. He was elected for his present term at the 1995 Annual Meeting of Shareholders. Committees: Corporate Governance and Nominating Executive Management Resources and Compensation (Photo) CHARLES MCKENZIE TAYLOR, 66, is Chairman of Taylor & Mathis, Inc., a commercial real estate development, management and brokerage company. He also serves as a Director of Atlanta Gas Light Company. Mr. Taylor was a Director of WCGA and WBGA from 1979 to 1990 and was designated a Director of Wachovia upon its organization in 1985. He was elected for his present term at the 1995 Annual Meeting of Shareholders. Committees: Audit Compliance DIRECTORS CONTINUING IN OFFICE TERM EXPIRING 1997 ANNUAL MEETING (Photo) RUFUS C. BARKLEY, JR., 65, is Chairman of The Cameron and Barkley Company, an industrial, electrical and electronics supplier. He served as Chief Executive Officer of that company until January 31, 1992. Mr. Barkley also serves as a Director of The Liberty Corporation. He was a Director of SCNC from 1971 to 1991 and was named a Director of Wachovia by its Board of Directors in connection with the acquisition of SCNC in 1991. Mr. Barkley was elected for his present term at the 1994 Annual Meeting of Shareholders. Committees: Corporate Governance and Nominating Management Resources and Compensation 7 DIRECTORS CONTINUING IN OFFICE - CONTINUED TERM EXPIRING 1997 ANNUAL MEETING (Photo) JOHN L. CLENDENIN, 61, is Chairman, President and Chief Executive Officer of BellSouth Corporation, a telecommunications holding company. He also serves as a Director of Coca-Cola Enterprises, Inc., Equifax Inc., Providian Corporation, RJR Nabisco Holdings Corp., RJR Nabisco, Inc., The Kroger Company and Springs Industries, Inc. Mr. Clendenin was a Director of WCGA and WBGA from 1981 to 1988 and was designated a Director of Wachovia upon its organization in 1985. He was elected for his present term at the 1994 Annual Meeting of Shareholders. Committees: Credit Executive Finance (Photo) ROBERT M. HOLDER, JR., 65, is Chairman of the Board of Holder Corporation, a general contractor and development firm. He also serves as a Director of National Service Industries, Inc. Mr. Holder was a Director of WCGA and WBGA from 1973 to 1990 and was elected as a Director of Wachovia at the 1988 Annual Meeting of Shareholders. He was elected for his present term at the 1994 Annual Meeting of Shareholders. Committees: Audit Compliance (Photo) DONALD R. HUGHES, 66, is an independent private consultant providing consulting services to Burlington Industries, Inc., which manufactures textiles and home furnishings, and other business enterprises. He served as Vice Chairman of the Board of Burlington Industries, Inc. until December 31, 1994, and as Vice Chairman of the Board and Chief Financial Officer of the parent company, Burlington Industries Equity Inc., until it was merged into Burlington Industries, Inc. in 1993. Mr. Hughes was a Director of WCNC and WBNC from 1979 to 1990 and was designated a Director of Wachovia upon its organization in 1985. He was elected for his present term at the 1995 Annual Meeting of Shareholders. Committees: Corporate Governance and Nominating Executive Management Resources and Compensation 8 DIRECTORS CONTINUING IN OFFICE - CONTINUED TERM EXPIRING 1997 ANNUAL MEETING (Photo) JOHN G. MEDLIN, JR., 62, is Chairman of the Board of Wachovia. He also served as Chief Executive Officer of Wachovia until his retirement as a management employee on December 31, 1993, and as President until February 1, 1993. Mr. Medlin serves as Director of BellSouth Corporation, Burlington Industries, Inc., Media General, Inc., Nabisco Holdings Corp., National Service Industries, Inc., RJR Nabisco Holdings Corp., RJR Nabisco, Inc. and USAir Group, Inc. He was a Director of WBGA, WBNC, SCNC and WBSC until April 1994, and was a Director of WCNC and WCGA until those companies were merged into Wachovia in March 1993. Mr. Medlin was designated a Director of Wachovia upon its organization in 1985 and was elected for his present term at the 1994 Annual Meeting of Shareholders. Committees: Credit Executive Finance STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth beneficial ownership of Common Stock by each Director, nominee for Director and executive officer named in the Summary Compensation Table and by all Directors, nominees and executive officers as a group, as of December 31, 1995.
PERCENT NAME NUMBER OF SHARES OF CLASS Leslie M. Baker, Jr. 99,752(1)(3)(4)(5) .0586 Rufus C. Barkley, Jr. 105,034(2)(4)(5) .0617 Crandall C. Bowles 22,569(2)(5) .0132 John L. Clendenin 6,262(5) .0037 Hugh M. Durden 60,886(1)(3)(4)(5) .0357 Lawrence M. Gressette, Jr. 9,572(4)(5) .0056 Thomas K. Hearn, Jr. 4,469(5) .0026 Hayne Hipp 6,450(5) .0038 Robert M. Holder, Jr. 19,259(5) .0113 Donald R. Hughes 6,840(5) .0040 F. Kenneth Iverson 15,850(5) .0093 James W. Johnston 5,704(5) .0033 Walter E. Leonard, Jr. 55,211(1)(3)(5) .0324 Robert S. McCoy, Jr. 39,183(1)(3)(4)(5) .0230 John G. Medlin, Jr. 231,264(4) .1358 G. Joseph Prendergast 63,327(1)(3)(5) .0372 Wyndham Robertson 450(5) .0003 Herman J. Russell 20,161(5) .0118 Sherwood H. Smith, Jr. 9,846(5) .0058 Charles McKenzie Taylor 56,813(4)(5) .0333 John C. Whitaker, Jr. 1,000 .0006 All Directors, Nominees and Executive Officers as a Group (26 persons) 1,053,947(1)(3)(4)(5) .6187
(1) Included are 1,174 shares held in Mr. Baker's account, 126 shares held in Mr. Durden's account, 3,366 shares held in Mr. Leonard's account, 9,333 shares held in Mr. McCoy's account, and 145 shares held in Mr. Prendergast's account by the Trustee under Wachovia's Retirement Savings and Profit-Sharing 9 STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS - CONTINUED Plan. As of December 31, 1995, the Trustee held 11,317 shares for the accounts of other executive officers of Wachovia participating in the Plan and those shares are included in the total set forth above. (2) Beneficial owners have sole voting and investment power with respect to their shares except for 94,500 shares with respect to which Mr. Barkley shares investment and voting power and 13,500 shares with respect to which Mrs. Bowles shares investment and voting power. (3) Included are shares subject to stock options granted to Messrs. Baker (24,400 shares), Durden (16,760 shares), Leonard (28,240 shares), McCoy (8,400 shares) and Prendergast (28,840 shares) under Wachovia's stock option plans and exercisable at December 31, 1995 or within 60 days thereafter. Other executive officers of Wachovia had the right to acquire 112,443 shares under such plans at December 31, 1995, or within 60 days thereafter, and those shares are included in the total set forth above. (4) Included in the shares reported are the following shares of Common Stock: 72 shares owned by members of Mr. Baker's family; 2,424 shares owned by a member of Mr. Barkley's family; 4,022 shares owned by a member of Mr. Durden's family; 108 shares owned by a member of Mr. Gressette's family; 500 shares owned by a member of Mr. McCoy's family; 480 shares owned by a member of Mr. Medlin's family; and 2,256 shares owned by a member of Mr. Taylor's family. Messrs. Baker, Barkley, Durden, Gressette, McCoy, Medlin and Taylor disclaim beneficial ownership of such shares. (5) Not included in the shares reported are 250 restricted shares of Common Stock reserved under Wachovia's Stock Plan (the "Plan") for each nonemployee Director who was a member of the Board on April 28, 1995, the ownership of which will vest one year after the date of grant or upon death, disability or retirement from the Board of Directors; 1,000 restricted shares reserved for Miss Robertson under the Plan upon election to the Board in 1995, the ownership of which will vest three years after the date of grant or upon death, disability or retirement from the Board of Directors; and 73,000 restricted shares reserved for Mr. Baker, 7,000 restricted shares reserved for Mr. Durden, 27,000 restricted shares reserved for Mr. Leonard, 19,500 restricted shares reserved for Mr. McCoy, 29,000 restricted shares reserved for Mr. Prendergast, and 46,900 restricted shares reserved for other executive officers of Wachovia under the Plan or under the predecessor plan. The ownership of the restricted shares reserved for executive officers will vest five years after the date of grant or upon such officer's retirement from the Company (or will vest in part upon such officer's termination of employment due to death or disability) and, with respect to awards made under the Plan, upon the attainment of certain performance goals. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORS Ernst & Young LLP have been appointed independent auditors to make the annual examination of the consolidated financial statements of Wachovia and its subsidiaries for the year 1996, upon ratification of that appointment by the shareholders. Ernst & Young LLP have acted as the independent auditors for WCNC since 1969 and for Wachovia since its organization as First Wachovia Corporation in 1985. Wachovia has been advised by Ernst & Young LLP that to the best of its knowledge no member of the firm has any direct or material indirect financial interest in Wachovia or any of its subsidiaries, nor has any such member had any connection during the past three years with Wachovia or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, director, officer or employee. Representatives of Ernst & Young LLP will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so. Such representatives will be available to respond to appropriate questions. The Board of Directors recommends that shareholders vote FOR this proposal. 10 BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The senior management compensation program is administered by the Management Resources and Compensation Committee (the "Committee"). The Committee consists of five nonemployee directors who are not eligible to participate in any of the management compensation programs. The Committee is responsible for the establishment, review and oversight of all senior management compensation and benefit policies, plans, programs and agreements. The Committee meets at least quarterly to evaluate, review and act on senior management compensation and benefit matters. Wachovia's senior management compensation program consists of base salary, annual incentive and stock-based awards based on the performance of the Company and the responsibility, experience, skills and performance of participating individuals. These plans utilize competitive peer group information, and salary grade ranges, maximum incentive pay levels, and stock award guidelines are established and administered to reinforce the alignment of the interests of senior management employees with the performance of the Company and the interests of its shareholders. The peer institutions used for comparison are fifteen of the highest performing regional banking companies in the country, all of which are included in the KBW Index used in the Performance Graph below. The compensation program, including the Senior Management Incentive Plan and the Stock Plan are designed to enable the Company to receive full deductions for income tax purposes for qualifying executive compensation which may be earned by certain executive officers in excess of $1 million. The Committee engages an independent executive compensation consultant to assist the Committee in their assessment and evaluation of the appropriateness of the senior management compensation program. The Committee has determined that Wachovia's senior management compensation programs, plans and awards are well within conventional standards of reasonableness and competitive necessity and are clearly justified by sustained performance which exceeds industry norms. A description of each of the major elements of the senior management compensation program and its specific relationship to corporate performance, and a summary of the decisions and actions taken by the Committee with regard to 1995 senior management compensation and the Chief Executive Officer's compensation, are set forth below. BASE SALARY Members of senior management receive base salaries determined by the responsibilities, skills and experience related to their respective positions. Other factors considered in salary determination are individual performance, the success of each business unit in the individual's area of responsibility in achieving established profit and business plans, Wachovia's median salary ranges and Wachovia's ability to pay an appropriate and competitive salary. Members of senior management are eligible for periodic increases in their base salary as a result of individual performance or significant increases in their duties and responsibilities. The amount and timing of an increase depends upon the individual's performance, position of salary within the salary range, and the time interval and any added responsibilities since the last merit increase. The salary increases during 1995 for certain executives, including the named executives, were based on an evaluation by the Committee of the above described factors. SENIOR MANAGEMENT INCENTIVE PLAN Certain members of senior management participate in the Senior Management Incentive Plan. Personal award opportunities pursuant to the Plan are based upon the performance criteria applicable to the Company, the individual performance of each participant and related business unit performances. The Committee establishes annual corporate performance benchmarks and potential awards as a percentage of base salary determined upon review of Wachovia's historical performance and annual business plan, and taking into account the historical performance of peer institutions. The annual corporate performance benchmarks are established in terms of: (1) net income per share fully diluted (50% weight), (2) return on assets (25% weight) and (3) return on equity (25% weight). The composite corporate performance evaluation factor is determined by actual financial results for the year in relation to these three established goals. 11 COMMITTEE REPORT - CONTINUED The performance of each individual and the business unit for which he or she is responsible is determined by evaluating each individual's accomplishments compared to established annual business goals and key strategic objectives. Based on Committee policies, an individual assessment is made of the employee's contribution to the achievement of overall Company performance, goals and objectives. The resulting individual performance evaluation factor may reduce, but not increase, the employee's award based upon the composite corporate evaluation factor. In January 1996, the Committee reviewed and approved the 1995 Senior Management Incentive Plan award payments to the Chief Executive Officer and other senior management employees, including the named executives. The payments were based on individual and business unit performances as compared to goals established for 1995 and on the Company achieving net income per fully diluted share of $3.49 (50% weight), an increase of 12% from 1994, and a return of 1.45% on assets (25% weight) and 17.67% on equity (25% weight). WACHOVIA CORPORATION STOCK PLAN The purpose of the Stock Plan is to encourage and enable members of senior management to own stock or other proprietary interests in the Company, thereby further enhancing the identification of their interests with the interests of other shareholders. Members of senior management are eligible to receive an annual benefit under the Plan in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and/or restricted units or other stock-related awards. Only stock options and restricted stock have been granted under the Plan. The stock options usually are earned over a five-year period. Vesting of grants of restricted stock is subject to attaining certain specified performance goals and completion of the restriction period (generally five years). The number of shares granted an individual is based upon level of responsibility, individual performance, the value of the options and awards in relation to the individual's base salary, and the amounts and terms of prior awards. The Stock Plan is administered in a manner that encourages and enables members of senior management to increase their stock ownership or other proprietary interests in the Company over time and to retain for long-term investment the shares or interests obtained through the Plan. In early 1995, the Committee awarded stock options and restricted stock to the Chief Executive Officer and other members of senior management, including the named executives. The Committee took into account the responsibility level and performance of each individual. As of January 31, 1996, approximately 3,416,323 shares of common stock were available for grant under the Wachovia Corporation Stock Plan. 1995 COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER The Chief Executive Officer's compensation is determined pursuant to the same basic factors as described above for other members of senior management. In establishing the base salary, incentive and stock awards of the Chief Executive Officer for 1995, the Committee considered Wachovia's overall performance, record of increase in shareholder value, success in meeting strategic objectives and the incumbent's personal leadership and accomplishments. These factors were considered in conjunction with the Company's financial results for 1995 in relation to the established business plan and in comparison with the performance of peer organizations. Mr. Baker's 1995 management incentive plan award was based on the above considerations and the Company's achieving and surpassing its annual performance goals (net income per fully diluted share, return on assets and return on equity) as described above in this Report under the heading "Senior Management Incentive Plan". MANAGEMENT RESOURCES AND COMPENSATION BOARD OF DIRECTORS OF WACHOVIA CORPORATION Donald R. Hughes, Chairman Rufus C. Barkley, Jr. Crandall C. Bowles James W. Johnston Sherwood H. Smith, Jr. 12 FIVE YEAR STOCK PERFORMANCE COMPARISON GRAPH The graph below of five-year cumulative total returns compares Wachovia, the Standard & Poor's 500 Stock Index and the Keefe, Bruyette & Woods 50 Total Return Index (the "KBW 50") in stock price appreciation and dividends, assuming investment of $100 on the last trading day before the beginning of 1991, with dividends reinvested quarterly through the last trading date of 1995. The KBW 50 is a published industry index providing a market capitalization weighted measure of the total return of fifty money center and major regional U.S. banks. (The Performance Graph appears here. The plot points are listed in the table below.) 1990 1991 1992 1993 1994 1995 Wachovia $100 $143.69 $174.21 $176.44 $176.35 $259.45 KBW 50 100 158.27 201.68 212.85 201.99 323.52 S & P 500 100 130.48 140.41 154.56 156.60 215.45 The above graph and table show the values as of each year-end of a $100 investment made on the last trading day of 1990 in the Company's Common Stock and pro rata in each of the stocks of the S&P 500 and the KBW 50 indices. 13 COMPENSATION The following table sets forth, for the years ended December 31, 1995, 1994 and 1993, the cash compensation paid by Wachovia and its subsidiaries, as well as other compensation paid or accrued for each of these years, to each of the five most highly compensated executive officers of the Company (the "named executives"). SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION OTHER NAME AND BONUS ANNUAL PRINCIPAL POSITION YEAR SALARY (1) COMPENSATION (2) Leslie M. Baker, Jr. 1995 $595,833 $387,300 $ 28,622 President and Chief Executive 1994 550,000 357,500 14,339 Officer 1993 450,000 247,500 12,395 G. Joseph Prendergast 1995 $405,000 $222,800 $ 14,206 Executive Vice President 1994 353,333 176,700 14,097 1993 317,917 159,000 15,012 Walter E. Leonard, Jr. 1995 $400,000 $220,000 $ 22,645 Executive Vice President 1994 337,500 168,800 14,867 1993 262,917 131,500 17,537 Robert S. McCoy, Jr. 1995 $347,083 $190,900 $ 26,653 Executive Vice President and 1994 315,000 157,500 20,855 Chief Financial Officer 1993 287,708 143,900 19,458 Hugh M. Durden (6) 1995 $262,916 $131,500 $ 14,241 Executive Vice President 1994 240,000 120,000 76,712
(1) Performance-based incentive awards for all years were paid pursuant to Wachovia's Senior Management Incentive Plan. (2) All amounts disclosed are attributable to supplemental life insurance, tax return preparation and financial planning services, company-sponsored social clubs, company-provided automobiles, and automobile and cost-of-living allowances, and are below the amounts required to be disclosed under the rules of the Securities and Exchange Commission (the "SEC") except for relocation-related expenses of $71,665 in 1994 for Mr. Durden. 14 COMPENSATION - CONTINUED SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION AWARDS PAYOUTS RESTRICTED SECURITIES LONG-TERM STOCK UNDERLYING INCENTIVE ALL OTHER AWARDS (3) OPTIONS/SARS (#) PAYOUTS (4) COMPENSATION (5) $ 846,875 30,000/0 $ 0 $ 35,750 768,750 25,000/0 0 33,000 331,250 14,000/0 0 36,000 $ 338,750 15,000/0 $ 0 $ 24,300 153,750 10,000/0 0 21,200 198,750 10,000/0 0 25,434 $ 338,750 15,000/0 $ 0 $ 24,000 153,750 10,000/0 0 20,250 124,500 5,000/0 0 21,034 $ 254,063 12,000/0 $ 0 $ 20,825 123,000 7,500/0 0 18,900 165,625 5,000/0 0 23,017 $ 135,500 8,000/0 $ 0 $ 15,775 92,250 7,500/0 0 14,400
(3) All outstanding restricted stock awards have a five-year restriction period. Awards made in 1994 and 1995 vest subject to the attainment of certain performance goals. Aggregate outstanding restricted stock awards and their value at December 31, 1995 were: for Mr. Baker, 73,000 shares valued at $3,339,750; for Mr. Prendergast, 29,000 shares valued at $1,326,750; for Mr. Leonard, 27,000 shares valued at $1,235,250; for Mr. McCoy, 19,500 shares valued at $892,125; and for Mr. Durden, 7,000 shares valued at $320,250. With respect to those grants made in 1993, amounts equivalent to dividends are payable quarterly, beginning on the first anniversary of the date of grant, on one-fifth of the total number of shares per year. No dividends are payable on grants made in 1994 or 1995. (4) Wachovia does not have a long-term cash incentive award plan. (5) The amounts shown reflect company matching contributions with respect to the individual's participation in Wachovia's Retirement Savings and Profit-Sharing Plan and the associated equalization plan. (6) Mr. Durden first became an executive officer of Wachovia when he was elected Executive Vice President effective January 1, 1994. Therefore, his compensation for 1993 is not included. 15 STOCK OPTIONS The following table sets forth information with respect to the named executives concerning the grant of employee stock options during 1995. No SARs were granted in 1995. OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS % OF TOTAL OPTIONS POTENTIAL REALIZABLE NUMBER OF GRANTED VALUE AT ASSUMED SECURITIES TO ANNUAL RATES OF STOCK UNDERLYING EMPLOYEES PRICE APPRECIATION OPTIONS IN EXERCISE OR FOR OPTION TERM GRANTED FISCAL BASE PRICE EXPIRATION (10 YEARS)(3) NAME (1) YEAR ($/SHARE) (2) DATE 5% 10% Leslie M. Baker, Jr. 30,000 3.03% $33.875 1/27/05 $639,114 $1,619,641 G. Joseph Prendergast 15,000 1.52 33.875 1/27/05 319,557 809,820 Walter E. Leonard, Jr. 15,000 1.52 33.875 1/27/05 319,557 809,820 Robert S. McCoy, Jr. 12,000 1.21 33.875 1/27/05 255,646 647,856 Hugh M. Durden 8,000 0.81 33.875 1/27/05 170,430 431,904
(1) All stock options become exercisable over a five-year period in 20% annual increments. (2) The exercise price equals the market price of Wachovia's Common Stock on the date of the option grant. (3) As required by the rules of the SEC, potential net gain from the exercise of stock options is based on the assumed annual rates of stock price appreciation of 5% and 10%, over the term of each option. Any actual net gains are dependent on the future performance of the Company's Common Stock and general market conditions. There is no assurance that the assumed rates of stock price appreciation utilized in these calculations will be achieved. In order for these options to have value to the executive, the stock price must increase above the option exercise price. Increases in the stock price will benefit all shareholders commensurately. The following table sets forth information with respect to the named executives concerning the exercise of options during 1995 and unexercised options held at year-end. There are no SARs held by any of the named executives. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED UNEXERCISED IN-THE-MONEY SHARES ACQUIRED ON EXERCISE OPTIONS AT OPTIONS AT FISCAL YEAR NUMBER VALUE YEAR-END (#) YEAR- END (2) OF OF OPTION REALIZED EXERCISABLE/ EXERCISABLE/ NAME GRANT SHARES PRICE (1) UNEXERCISABLE UNEXERCISABLE Leslie M. Baker, Jr. 1987 10,900 $15.4165 $198,472.65 10,600/58,400 $126,325.00/684,800.00 G. Joseph Prendergast -- -- -- -- 21,840/29,000 550,532.64/342,875.00 Walter E. Leonard, Jr. 1985 6,000 13.177 122,688.00 22,240/26,000 586,083.04/305,000.00 Robert S. McCoy, Jr. 1991 2,700 12.50 57,037.50 3,500/21,000 41,937.50/247,125.00 Hugh M. Durden 1989 3,600 18.3855 67,012.20 10,700/19,600 196,812.50/252,225.00 1990 4,000 19.75 89,500.00
(1) Values calculated by subtracting the exercise price from the market value on the date of exercise. (2) Based on market price of $45.75 (market price of the Common Stock on December 29, 1995), less the option exercise price. 16 OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS PENSION PLAN Wachovia has a defined benefit pension plan entitled the Retirement Income Plan of Wachovia Corporation (the "Plan"). Employees of Wachovia and its subsidiaries who have completed one year of service, as defined in the Plan, are eligible to participate in the Plan. Upon retirement at age 65, a participant receives (subject to certain limitations) an annual benefit which equals 1.2% of the average of the highest five consecutive years of base compensation paid during the ten consecutive years preceding termination or retirement ("final average compensation"), multiplied by years of service after December 31, 1989. (For certain highly compensated employees, including the executive officers, this formula applies to service in 1989.) PENSION PLAN TABLE The table below sets forth estimated annual benefits which would become payable upon retirement at age 65 under the Plan to persons in certain specified salary and years-of-service classifications who are hired on or after January 1, 1990.
AVERAGE BASE SALARY DURING HIGHEST FIVE CONSECUTIVE YEARS IN THE LAST TEN ESTIMATED ANNUAL RETIREMENT BENEFITS FOR YEARS OF YEARS CREDITED SERVICE SHOWN BELOW (1)(2) BEFORE RETIREMENT 10 15 20 25 30 35 $ 50,000 $ 4,986 $ 7,479 $ 9,972 $ 12,465 $ 14,958 $ 17,451 100,000 9,972 14,958 19,944 24,930 29,916 34,902 500,000 49,860 74,790 99,720 124,650 149,580 174,510 1,000,000 99,720 149,580 199,440 249,300 299,160 349,020 1,200,000 119,664 179,496 239,328 299,160 358,992 418,824
(1) Pursuant to the terms of the Plan, annual retirement income benefits are not reduced or offset by Social Security benefits. Estimated annual retirement benefits shown above are based on a joint and 100% survivor form of retirement income. The precise amount of the benefit is contingent upon the ages of a participant and his or her surviving spouse. (2) Some of the amounts shown exceed the limits imposed by federal law for qualified pension plans and are payable only to participants in the other retirement arrangements described below. Persons hired before January 1, 1990, including the executive officers, will receive an annual benefit which is generally greater than the amounts shown in the table above. The benefit computation of such a person will depend upon the final average compensation and number of years of service before January 1, 1990, and the benefit formula in effect during such years. For employees of SCNC and its subsidiaries prior to January 1, 1992, the benefits described above will only apply to service after December 31, 1991. For persons employed by Wachovia and its subsidiaries before January 1, 1990 and after December 31, 1986, a participant will receive an annual benefit equal to 1.4% of final average compensation as of December 31, 1989, plus .6% of final average compensation as of December 31, 1989, in excess of 50% of the 1989 Social Security taxable wage base, multiplied by years of service from January 1, 1987, through December 31, 1989 (or December 31, 1988 in the case of certain highly compensated employees). In addition, the Plan provides a one-time special supplemental benefit to employees who were employed by Wachovia and its subsidiaries and were participants in the Plan on December 31, 1989, such employees who retired, became disabled, or were terminated without fault and with vested benefits during 1989, and the beneficiaries of such employees who died during 1989. The special supplemental benefit is added to each such person's accrued benefit under the Plan in the amount of .5% of annualized rate of eligible salary on September 1, 1989 (or, if greater, .5% of final average compensation as of December 31, 1989) multiplied by full years of service beginning on the January 1 following the employee's date of hire and ending on December 31, 1989. The special supplemental benefit may be paid in a lump sum upon retirement, at the employee's option. For persons employed by WCNC and its subsidiaries before January 1, 1987, a participant receives an annual benefit equal to 2.5% of final average 17 OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS - CONTINUED compensation as of December 31, 1989, multiplied by years of service (not in excess of 30 years) before January 1, 1987, reduced by 50% (prorated for less than 30 years) of the Social Security benefit at his Social Security retirement age under the law in effect in 1989. In no event may this benefit exceed 65% of the participant's final average compensation as of December 31, 1989. For persons employed by WCGA and its subsidiaries before January 1, 1987, a participant receives an annual benefit calculated as a ten-year certain and life annuity equal to 1.8% of final average compensation as of December 31, 1989, multiplied by years of service (not in excess of 35 years) before January 1, 1987, reduced by 50% (prorated for less than 35 years) of the Social Security benefit at his Social Security retirement age under the law in effect in 1989. For persons employed by SCNC and its subsidiaries before January 1, 1992, a participant receives an annual benefit equal to 50% of final average compensation (as determined below) less 50% of the Social Security primary insurance benefit, proportionately reduced for less than 30 years of service prior to 1992. The final average compensation of such an employee is equal to the average of the employee's total cash compensation (which for this purpose excludes incentive compensation payments made under the SCNC Executive Incentive Compensation Plan) for the 60 consecutive months within the final 120 months prior to January 1, 1992, which will produce the highest average. The accrued benefit of such a participant as determined on December 31, 1991, is multiplied by a fraction, the numerator of which is final average compensation at retirement or other termination of service (as otherwise determined under the Plan) and the denominator of which is final average compensation as so determined on December 31, 1991. Except as otherwise provided, the benefit amounts described above are computed on the basis of a straight life annuity, but other payment options are available which could provide a survivor benefit following the death of the participant. Retirement prior to age 65 is permitted upon certain circumstances under the Plan. Either of these alternatives could result in an adjustment of the amount of the benefit received by the participant. Federal law places certain limitations on the amount of benefits payable by qualified pension plans. The annual benefit paid to a participant at Social Security retirement age cannot exceed $120,000 for 1995 and 1996 (adjusted in increments of $5,000 for inflation). In addition, the annual amount of covered compensation under the Plan is limited to $150,000 in 1995 and 1996 (adjusted in increments of $10,000 for inflation). The 1995 base salary for each of the named executive officers is set forth in the Summary Compensation Table. For such individuals, full years of credited service are as follows: Mr. Baker, 25 years; Mr. Durden, 22 years; Mr. Leonard, 25 years; Mr. McCoy, 11 years; and Mr. Prendergast, 21 years. RETIREMENT SAVINGS AND PROFIT-SHARING PLAN Wachovia has a voluntary defined contribution plan entitled the Retirement Savings and Profit-Sharing Plan of Wachovia Corporation (the "Plan"). All employees who have completed one year of service are eligible to participate in the Plan. Wachovia contributes a minimum of $.50 for each $1.00 of up to the first 6% of base pay contributed by a participant and may make an additional contribution of up to $.50 for each $1.00 of up to the first 6% of base pay contributed by a participant each year if the Company meets certain earnings performance criteria. The criteria for determining any such additional matching contributions are established by the Management Resources and Compensation Committee (the "Committee") at the beginning of each year. The Committee also may approve a special discretionary contribution to the Plan of up to 4% of each eligible employee's base salary paid during the year if the Committee determines that the Company's performance during the year was truly outstanding. Federal law limits the maximum annual compensation from which an employee may elect to make contributions under qualified plans such as the Plan to $150,000 in 1995 and 1996 (adjusted in increments of $10,000 for inflation). Participants may elect to make all or part of their contributions under these plans on a before-tax basis provided such before-tax contributions do not exceed $9,240 in 1995 or $9,500 in 1996 (adjusted in increments of $500 for inflation). Employee contributions are subject to certain regulatory restrictions which may limit further the maximum contribution of certain more highly compensated participants (including the executive officers named in the Proxy Statement). Wachovia maintains a nonqualified equalization plan 18 OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS - CONTINUED designed to protect selected key employees (including the executive officers named in the Proxy Statement) of the Company or its subsidiaries from loss of benefits under the Plan resulting from the application of limitations on contributions to qualified plans contained in the Internal Revenue Code. If contributions under the Plan are not allocated to any of the selected key employees due to those limitations on contributions, Wachovia will credit to a nonqualified account under the equalization plan for the employee the amount of such contribution not so allocated. Amounts credited to each participant's nonqualified account are credited monthly with an interest equivalent which is based upon the Long-Term Applicable Federal Rate. These amounts will be paid to the participants in the equalization plan upon termination of employment. No amounts may be withdrawn from the equalization plan while the participant is employed by Wachovia or any of its subsidiaries. The amounts contributed by Wachovia to the equalization plan are included in the column "All Other Compensation" in the Summary Compensation Table. OTHER RETIREMENT ARRANGEMENTS To assist in executive management succession planning, Wachovia has entered into nonqualified, unfunded executive retirement agreements with certain senior officers of the Company, including all of the named executive officers, three other executive officers and two other senior officers. Under the agreements, the officer will retire at age 60, or with the permission of the Committee, at age 55 on a reduced benefit basis provided the executive has completed ten years of service. The officer will receive an annual benefit equal to 2.5% of final average compensation multiplied by years of service, up to a maximum of 62.5% of final average compensation, less the sum of the amounts payable from the Retirement Income Plan and any other pension plan in which the officer may participate. For this purpose, final average compensation is the average of the officer's total cash compensation for the three full calendar years within the final five full calendar years of employment which will produce the highest average. Base salary and amounts received by the officer pursuant to the Senior Management Incentive Plan are included in determining final average compensation. The benefit amount is computed in the form of a straight life annuity and is payable in monthly increments or, upon request by the individual and approval by the Committee, may be payable in a lump sum actuarial equivalent amount. The following table sets forth estimated total annual benefits which would become payable under the formula in the executive retirement agreement (which amounts will be reduced by the benefits paid under the Retirement Income Plan) to the officers based upon final average compensation and years of credited service.
AVERAGE COMPENSATION DURING HIGHEST THREE YEARS IN THE LAST ESTIMATED ANNUAL RETIREMENT BENEFITS FIVE YEARS FOR YEARS OF CREDITED SERVICE BEFORE SHOWN BELOW RETIREMENT 10 15 20 25 $ 100,000 $ 25,000 $ 37,500 $ 50,000 $ 62,500 300,000 75,000 112,500 150,000 187,500 500,000 125,000 187,500 250,000 312,500 700,000 175,000 262,500 350,000 437,500 900,000 225,000 337,500 450,000 562,500 1,000,000 250,000 375,000 500,000 625,000 1,100,000 275,000 412,500 550,000 687,500 1,200,000 300,000 450,000 600,000 750,000
Mr. McCoy's executive retirement agreement is slightly different than those of the other executives in that his formula grades up by 1% per year of service from a percentage of 55% should he retire with 10 years of service up to a maximum of 60% at 15 years of service. All other features of his executive retirement agreement are identical to those of the other participants. In addition to the executive retirement agreement and also to assist in senior management succession planning, Wachovia has entered into supplemental retirement agreements with two executive officers not named in the Summary Compensation Table and 11 senior officers of the Company. With the exception of the level of benefits provided under these agreements, the agreements are identical to the executive retirement agreements. The officer will receive an annual benefit equal to 2.0% of final average compensation multiplied by years of service, up to a maximum of 50.0% of final average compensation, less the sum of the amounts payable from the Retirement Income Plan and any other pension plan in which the officer may participate. The following table sets forth estimated total annual benefits which would become payable under 19 OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS - CONTINUED the formula in the supplemental retirement agreement (which amounts will be reduced by the benefits paid under the Retirement Income Plan) to the officers based upon final average compensation and years of credited service.
AVERAGE COMPENSATION DURING HIGHEST THREE YEARS IN THE LAST ESTIMATED ANNUAL RETIREMENT BENEFITS FIVE YEARS FOR YEARS OF CREDITED SERVICE BEFORE SHOWN BELOW RETIREMENT 10 15 20 25 $100,000 $20,000 $ 30,000 $ 40,000 $ 50,000 150,000 30,000 45,000 60,000 75,000 200,000 40,000 60,000 80,000 100,000 250,000 50,000 75,000 100,000 125,000 300,000 60,000 90,000 120,000 150,000 350,000 70,000 105,000 140,000 175,000
EMPLOYMENT AGREEMENTS Wachovia has entered into Employment Agreements with certain senior officers of the Company, including each of the named executive officers, two other executive officers and one other senior officer. If the Company terminates the officer's employment without cause, the officer will receive monthly compensation continuance payments for the period beginning with the date of termination and ending with the earlier of the third anniversary of the date of termination or the retirement date of the officer pursuant to the officer's executive retirement agreement described above. The monthly amount of compensation continuance is defined as one-twelfth of the sum of (i) an amount equal to the officer's highest annual rate of salary in effect during the twelve-month period immediately preceding his date of termination, (ii) an amount equal to the average of the amounts, if any, awarded to the officer under Wachovia's Senior Management Incentive Plan for each of the three consecutive calendar years immediately preceding the year of termination, and (iii) an amount equal to the average of any annual contributions by the Company on behalf of the officer under the Retirement Savings and Profit-Sharing Plan and the associated equalization plan, for each of the three consecutive calendar years immediately preceding the year of termination. During the period of compensation continuance, the officer also will receive benefits pursuant to certain employee benefit plans in which he was participating at the time of termination or substantially similar benefits, all outstanding stock options previously granted to the officer will become fully vested and exercisable, and all previously granted restricted stock awards will become fully vested and available for distribution to the officer. DIRECTORS' COMPENSATION Nonemployee Directors of Wachovia are paid a retainer fee of $10,000 per calendar quarter for their services as members of the Board of Directors and $1,000 per meeting for any special meetings beyond the four regularly scheduled quarterly meetings of the Board and each committee. There are no additional payments for attendance at regularly scheduled board or committee meetings. The Deferred Compensation Plan for the Board of Directors of Wachovia permits a Director to defer a percentage of unearned retainer fees until the Director ceases to be a Director or revokes his or her deferred compensation agreement, or until Wachovia terminates such plan. The amounts so deferred are accrued on behalf of the Director, and the total amount accrued is credited with an amount equivalent to interest at a variable market-indexed rate (not less than 2% or more than 3.75%) at the end of each quarter. Deferred benefits are payable to the Director after he or she ceases serving as a member of the Board of Directors, or to the Director's beneficiary after death, in 120 approximately equal monthly installments. This plan is administered by the Management Resources and Compensation Committee. The Retirement Pay Plan for the Board of Directors of Wachovia provides for nonemployee Directors to be paid an annual retirement payment of 5% of the annual retainer fee in effect when a Director retires, multiplied by the number of years of service as a Director, up to a maximum of 50% of such annual retainer fee. Directors must have served at least five years on the Board of Wachovia or of any of its subsidiary or affiliated companies to be eligible for such payments. The payments shall be paid in quarterly installments for a period not exceeding the Director's length of service as a Director of Wachovia or, with certain limitations, of any subsidiary or affiliated company, but such payments shall cease upon the death of the Director. Wachovia's Stock Plan provides for the award of 1,000 shares of restricted stock to each nonemployee Director who is newly elected or appointed to 20 OTHER EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS - CONTINUED the Board of Directors of the Company after April 22, 1994, and 250 shares of restricted stock, at each annual meeting, commencing with the 1994 annual meeting, to each nonemployee Director who has been a Director for at least one year. The initial award of 1,000 shares is restricted for three years and is deemed earned and ownership of the shares vests in the Director on the third anniversary of the date of grant provided the Director is still in service. The annual award of 250 shares is deemed earned and vests one year after the date of grant provided the Director is still in service. In addition, a Director award not otherwise forfeited will vest upon the death, disability or retirement of the Director in accordance with the policies of the Company or upon a change in control. Director awards not otherwise earned shall be forfeited upon the termination of the Director from service on the Board of Directors. Wachovia has entered into an agreement with Mr. Medlin whereby he has agreed to serve, if elected, as nonmanagement Chairman of the Board of Directors and to provide certain other services to the Company from January 1, 1994 until April 25, 1997. Wachovia will pay Mr. Medlin $25,000 per month for his services during the term of the agreement. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of Wachovia's compensation committee until April 28, 1995, were: Sherwood H. Smith, Jr., Chairman; James W. Johnston, Vice Chairman; Rufus C. Barkley, Jr.; Crandall C. Bowles; and W. Duke Kimbrell. The members of the compensation committee from April 28, 1995, to the present are: Donald R. Hughes, Chairman; Rufus C. Barkley, Jr.; Crandall C. Bowles; James W. Johnston; and Sherwood H. Smith, Jr. None of these individuals is or has ever been an officer or employee of Wachovia. Mr. Baker is a Director of Carolina Power and Light Company but does not serve on its compensation committee. Mr. Smith, Chairman of the Board and Chief Executive Officer of Carolina Power and Light Company, serves on Wachovia's compensation committee. CERTAIN TRANSACTIONS INVOLVING MEMBERS OF THE COMMITTEE Directors, nominees and executive officers, members of their immediate families, and business organizations and individuals associated with them have been customers of, and have had normal banking transactions with, WBGA, WBNC and WBSC. All such transactions were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectibility or present other unfavorable features. In addition, Wachovia and its subsidiaries have engaged in other transactions with such persons, all of which were made on substantially the same terms as those prevailing at the time for comparable transactions with other persons. Rufus C. Barkley, Jr., Lawrence M. Gressette, Jr. and Hayne Hipp are directors of The Liberty Corporation, which is the parent of Liberty Life Insurance Company ("Liberty Life"), for which Mr. Hipp serves as a director. Mr. Hipp also serves as President and Chief Executive Officer of The Liberty Corporation. The Hipp family has significant share holdings in The Liberty Corporation. Wachovia places with Liberty Life certain credit life insurance purchased by installment loan customers of its subsidiary corporations. The net premium benefit on this credit life insurance retained by Liberty Life in 1995 was approximately $22,205. Prior to the sale of its mortgage servicing business effective June 30, 1995, Wachovia placed with Liberty Life certain mortgage protection life, disability and accidental death insurance purchased by its mortgage loan customers. The gross service fee on this insurance retained by Liberty Life in 1995 was approximately $162,318. Employee-owned universal life insurance policies for certain Wachovia employees also are written by Liberty Life. During 1995, Wachovia paid approximately $127,345 in premiums for this plan coverage, including approximately $50,843 in employee payments toward universal life insurance plan coverage. Corporate-owned life insurance policies associated with certain employee benefit obligations are written by Liberty Life. During 1995, Wachovia paid approximately $1,366,491 in premiums for this coverage. 21 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION - CONTINUED In December 1990, WBSC entered into a lease of premises for an automated teller machine near Charleston, South Carolina. The lessors under such lease include Mr. Barkley, a director of WBSC and SCNC at that time, and certain members of his family. The lease was for an initial term of five years (which commenced April 1, 1991) and gives WBSC the option to extend the term for an additional three-year period. The current rent is $600 per month, and the lease has been renewed for three years beginning March 29, 1996, at a monthly rent of $650. The Board of Directors of WBSC (excluding Mr. Barkley) approved this transaction and believes the terms of this transaction are no less favorable to WBSC than those which would be offered by the lessors to other prospective lessees in comparable transactions. CERTAIN TRANSACTIONS INVOLVING OTHER DIRECTORS AND EXECUTIVE OFFICERS During 1995, Wachovia took possession of and occupied a new headquarters building in Winston-Salem, North Carolina. Limited construction remains to be completed during early 1996; however, the building is fully operational. The building is expected to be completed within the budget allocated for development and construction. Prior to beginning this project, the Company retained an independent consulting company to act as Planning and Control Manager whose responsibilities include reviewing all contracts, pricing and fees; validating all costs; assisting in negotiations; and insuring that competitive pricing and proper quality were obtained for the project. After careful consideration and review of possible alternatives, the independent consultant recommended that Wachovia enter into an agreement with Taylor & Mathis, Inc., a real estate development firm of which Charles McKenzie Taylor, a Director of Wachovia, is an officer, director and minority shareholder. Wachovia entered into a development management agreement and contract with Taylor & Mathis, Inc. to act as Development and Construction Manager under the terms of which the firm managed the planning, design and construction of the new building. Wachovia agreed to pay the firm a fee of 2.5% of qualified project costs, payable one half when construction begins, one quarter upon certified substantial completion of the project, and one quarter upon occupancy of the building by the Company. Taylor & Mathis, Inc. did not receive any fees during 1995. The total contract fee is $1,797,830, the remainder of which is expected to be paid by March 31, 1996. The Development and Construction Manager and the Planning and Control Manager jointly advised Wachovia to select a qualified general contractor for the new building project early in the design process. After a thorough evaluation of three highly qualified general contractors, which included review of similar work by them as well as financial considerations and interviews with the senior executives of each company, the Development and Construction Manager and the Planning and Control Manager recommended and Wachovia selected Holder-Russell Construction Company, an equal joint venture of two construction companies, as General Contractor. The two companies have frequently worked together in similar joint ventures. Robert M. Holder, Jr., a Director of Wachovia, is an officer, director and majority shareholder of one of these companies, and Herman J. Russell, a Director of Wachovia, is an officer, director and majority shareholder of the other company. Taylor & Mathis entered into a construction agreement with the General Contractor pursuant to which Wachovia will pay the General Contractor a fee based on 3% of qualified project costs. Holder-Russell was paid $1,259,088 during 1995. The total contract fee is $1,942,634, the remainder of which is expected to be paid by April 30, 1996. Also during 1995, Wachovia expanded the contracts of Taylor & Mathis and Holder-Russell for the design and construction of a 760-space parking facility to be located one block to the east of the new headquarters building. The Planning and Control Manager recommended that the contracts be expanded to incorporate the additional work. For this work, Taylor & Mathis will be paid an incremental fee of $152,902 and Holder-Russell will receive $169,614. These fees are included in the total fees referenced above. The Board of Directors of the Company, after thorough review and discussion, approved in advance by unanimous vote of those present (and in the absence of the interested Directors), the selection of and arrangements and agreements with the Development and Construction Manager and the General 22 CERTAIN TRANSACTIONS INVOLVING OTHER DIRECTORS AND EXECUTIVE OFFICERS - CONTINUED Contractor and, in each instance, determined that (1) the business dealings were intended for the benefit of the Company; and (2) the business dealings were made on terms and under circumstances that are substantially the same, or at least as favorable, as those prevailing at the time for comparable business dealings with independent third parties. WBNC has entered into a contract effective August 1, 1995, with Taylor & Mathis, Inc. for the management and operation of the new headquarters building. The management fee is $9,083.33 per month plus 25% of the salary and travel expenses of the general manager and all of the salaries and benefits of the on-site employees. The contract will continue until December 31, 1997, unless terminated by the parties. No fees were paid to Taylor & Mathis under this contract during 1995. WBGA entered into a lease agreement effective July 1, 1991, with a Georgia general partnership of which Mr. Holder and members of his family are the principals, for branch and drive-in banking facilities and office space in an office building in Atlanta, Georgia. WBGA employed an independent professional consulting firm to review the lease proposal and insure that the lease terms and arrangements were fair and competitive. The lease agreement relates to 40,813 square feet of space for the branch banking location and office space for a term of 15 years with two five-year extension options. Base rent is $79,016.61 per month in years one through five, $94,415.07 per month in years six through ten, and $107,407.43 per month in years 11 through 15. If the extension options are exercised, rent will be at a negotiated fair market rate at that time. The lease agreement was amended, effective December 31, 1991, to add an additional 11,450 square feet of office space for a term of five years and base rent of $21,945.83 per month following an initial free rent period for 15 months. The amendment provides for a ten-year extension option at a base rent of $24,216.75 per month in years six through ten and $27,508.62 per month in years 11 through 15, followed by two five-year extension options at negotiated fair market rates. The lease agreement was amended a second time, effective February 22, 1993, to provide for an additional 10,825 square feet for a term of four years and base rent of $20,746.00 per month following an initial free rent period of 12 months. This amendment was amended effective March 20, 1995, to reduce the added space to 4,897 square feet and the rent to $9,386 per month. This amendment also provides for a ten-year extension option at a base rent of $11,532.68 per month in years six through ten and $14,644.58 per month in years 11 through 15, followed by two five-year extension options at negotiated fair market rates. The lease agreement also provides that WBGA will pay its pro rata share of the operating expenses of the building in excess of 1992 levels (1993 levels with respect to space leased under the second amendment) of such expenses which are paid by the lessor. The total rent and operating expenses paid by WBGA during 1995 was $1,455,196.42 A subsidiary of WBGA began the relocation of its principal offices in 1993 and leased approximately 118,000 square feet of office space in an existing building in Atlanta. In choosing a contractor to complete the interior build out of this space, WBGA employed an independent professional consulting company to review all contracts, pricing and fees and to insure that competitive pricing was obtained. A construction company of which Mr. Holder is an officer and director won the bid and entered into a contract with WBGA. The construction was substantially completed in 1993, and the contract was extended in 1994 and 1995 for the construction build out of additional space in the building. The cost for WBGA with respect to such contract was $220,102 during 1995. Mr. Taylor is a partner in a partnership which leases properties used as banking offices to WBGA. Two leases expired in June 1995 and one lease which was due to expire in May 1995 was extended to May 31, 2000. During 1995, WBGA paid approximately $215,768 to or on behalf of the partnership as a result of its lease obligations. 23 COMPLIANCE WITH STOCK OWNERSHIP REPORTING REQUIREMENTS Section 16(a) of the Securities Exchange Act of 1934 requires Wachovia's Directors and executive officers, and any persons who own beneficially more than 10% of the outstanding shares of Wachovia Common Stock (there being, to Wachovia's knowledge, no such 10% shareholders as of December 31, 1995), to file with the SEC and the New York Stock Exchange reports disclosing their initial ownership of Wachovia common stock, as well as subsequent reports disclosing changes in such ownership. To Wachovia's knowledge, based solely on a review of the copies of such reports furnished to Wachovia and written representations that no other reports were required during the fiscal year ended December 31, 1995, Wachovia's Directors and executive officers complied with all Section 16(a) filing requirements. SHAREHOLDER PROPOSALS In order to be considered for inclusion in the Proxy Statement and Form of Proxy to be used in connection with Wachovia's 1997 Annual Meeting of Shareholders, shareholder proposals must be received by the Secretary of Wachovia no later than November 13, 1996. OTHER MATTERS The management of Wachovia knows of no other business which will be presented for consideration at the meeting. However, if other matters are properly presented at the meeting, it is the intention of the proxy holders named in the accompanying Form of Proxy to vote the Proxies in accordance with their best judgment. (Signature of L. M. Baker, Jr.) L. M. Baker, Jr. Chief Executive Officer March 13, 1996 24 WACHOVIA Notice of ANNUAL MEETING To Be Held April 26, 1996 and PROXY STATEMENT 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 ******************************************************************************* APPENDIX P R O X Y Please mark, sign and date on reverse side and return in the enclosed postage-paid envelope Proxy for Annual Meeting of Shareholders Wachovia Corporation The undersigned hereby appoints Alice W. Grogan, Secretary, and Kenneth W. McAllister, Assistant Secretary, of Wachovia Corporation as attorneys and proxies to vote all of the shares of COMMON STOCK of Wachovia Corporation held or owned by the undersigned at the Annual Meeting of Shareholders on April 26, 1996, and at any adjournments there, as follows:
1. Election of Directors [] FOR ALL NOMINEES LISTED BELOW [] WITHHOLD AUTHORITY to (EXCEPT AS MARKED TO THE VOTE FOR ALL NOMINEES CONTRARY BELOW LISTED BELOW (INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list below). 3-year term: Leslie M. Baker, Jr., Lawrence M. Gressette, Jr., Thomas K. Hearn, Jr., Herman J. Russell, John C. Whitaker, Jr. 2. Ratification of the appointment of Ernst & Young LLP as independent auditors. [] FOR [] AGAINST [] ABSTAIN 3. In their discretion, upon any other business which may properly come before the meeting or any adjournment thereof. This Proxy Is Solicited on Behalf of the Board of Directors of the Corporation (Continued and to be signed on the other side) THE SHARES OF COMMON STOCK PRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR PROPOSALS 1 and 2. Dated , 1996 Shareholders should sign exactly as names appears at the left. Any person signing in a fiduciary capacity will please enclose proof of his appointment unless such proof has already been furnished. P R O X Y Please mark, sign and date on reverse side and return in the enclosed postage-paid envelope Proxy for Annual Meeting of Shareholders Wachovia Corporation The undersigned hereby appoints Alice W. Grogan, Secretary, and Kenneth W. McAllister, Assistant Secretary, of Wachovia Corporation as attorneys and proxies to vote all of the shares of COMMON STOCK of Wachovia Corporation held or owned by the undersigned at the Annual Meeting of Shareholders on April 26, 1996, and at any adjournments there, as follows:
1. Election of Directors [] FOR ALL NOMINEES LISTED BELOW [] WITHHOLD AUTHORITY to (EXCEPT AS MARKED TO THE VOTE FOR ALL NOMINEES CONTRARY BELOW LISTED BELOW (INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee's name in the list below). 3-year term: Leslie M. Baker, Jr., Lawrence M. Gressette, Jr., Thomas K. Hearn, Jr., Herman J. Russell, John C. Whitaker, Jr. 2. Ratification of the appointment of Ernst & Young LLP as independent auditors. [] FOR [] AGAINST [] ABSTAIN 3. In their discretion, upon any other business which may properly come before the meeting or any adjournment thereof. This Proxy Is Solicited on Behalf of the Board of Directors of the Corporation (Continued and to be signed on the other side) Wachovia Bank of North Carolina, N.A., Trustee Wachovia Corporation Retirement Savings and Profit-Sharing Plan With respect to shares of Common Stock of Wachovia Corporation held for my Account under the Wachovia Corporation Retirement Savings and Profit- Sharing Plan, you are instructed to sign and forward the proxy being solicited by the Wachovia Corporation Board of Directors after having directed said proxy to be voted in the manner I have directed on the form of such proxy appearing on the reverse hereof. Unless I have otherwise directed on such form, you are to vote FOR the proposals referred to therein. Dated , 1996 Please date and sign your name as it appears hereon. (Please indicate instructions by marking appropriate blocks on reverse side.)
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