SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Fiscal Year Ended December 31, 2000 or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 1-9021
WACHOVIA CORPORATION
Incorporated in the State of North Carolina IRS Employer Identification Number 56-1473727
100 North Main Street 191 Peachtree Street NE
Winston-Salem, North Carolina 27101 Atlanta, Georgia 30303
Telephone: (336) 770-5000 Telephone: (404) 332-5000
Securities registered pursuant to Section 12(b) of the Act:
Common Stock-$5.00 par value, which is registered on the New York Stock
Exchange.
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of February 20, 2001, the aggregate market value of Wachovia Corporation
common stock held by nonaffiliates was approximately $13.448 billion and the
number of shares held by nonaffiliates was 203,538,300.
As of February 20, 2001, Wachovia Corporation had issued and outstanding
204,036,945 shares of the 1,000,000,000 authorized shares of its $5.00 par value
common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The portions of the Financial Annual Report for the year ended December 31, 2000
referred to in Parts I, II and IV of this Form 10-K are incorporated by
reference therein. The portions of the Proxy Statement for Wachovia
Corporation's Annual Meeting of Shareholders to be held on April 27, 2001
referred to in Part III of this Form 10-K are incorporated by reference therein.
Except for parts of the Wachovia Corporation 2000 Financial Annual Report
expressly incorporated herein by reference, the Financial Annual Report is not
to be deemed filed with the Securities and Exchange Commission.
Part I
Item 1 - Business:
Incorporated herein by reference is the section entitled "Forward-Looking
Statements" on page 1, the section entitled "Wachovia Corporation" on page 2,
the section entitled "Business Segments" on pages 6 through 12 and the section
entitled "Supervision and Regulation" on pages 46 through 49 of the
Corporation's 2000 Financial Annual Report.
Item 2 - Properties
Incorporated herein by reference is the section entitled "Properties" and the
table captioned "Selected Year-End Data" on page 34 of the Corporation's 2000
Financial Annual Report.
Item 3 - Legal Proceedings
Incorporated herein by reference is the information in the last paragraph of
"Note O - Cash, Dividend, Loan Restrictions, Capital Ratios and Contingent
Liabilities" to the Consolidated Financial Statements of Wachovia Corporation
appearing on page 70 of the Corporation's 2000 Financial Annual Report
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 4a - Executive Officers of the Registrant
Information concerning each executive officer of the Corporation as of December
31, 2000 is set forth below. Except as otherwise stated below, each executive
officer held the position indicated or another senior position with the
Corporation or one of its affiliates for the past five years
Name, Age and Position Age Position with Corporation Year Employed
- ---------------------- --- ------------------------- -------------
L. M. Baker, Jr. (1) 58 Chairman of the Board, Director and Chief Executive Officer 1969
Jean E. Davis 45 Senior Executive Vice President 1985
Mickey W. Dry (2) 61 Senior Executive Vice President and Chief Credit Officer 1961
Stanhope A. Kelly 43 Senior Executive Vice President 1980
Robert S. Kniejski 45 Executive Vice President 1987
Kenneth W. McAllister 52 Senior Executive Vice President and General Counsel 1988
Robert S. McCoy, Jr. 62 Vice Chairman, Chief Financial Officer and Treasurer 1984
John C. McLean, Jr. 52 Senior Executive Vice President 1975
G. Joseph Prendergast (1) 55 President and Chief Operating Officer 1973
Donald K. Truslow 42 Senior Executive Vice President and Chief Risk Officer 1980
Beverly B. Wells 50 Executive Vice President 1976
1
(1) Effective as of January 1, 2001, Mr. Baker became President, as well as
Chairman of the Board and Chief Executive Officer of the Corporation
and Mr. Prendergast resigned as President and Chief Operating Officer.
(2) Retired as of January 31, 2001
Part II
Item 5 - Market for Registrant's Common Equity and Related Stockholder Matters
Incorporated herein by reference is the information in the table captioned
"Common Stock Data - Per Share" on page 2 of the Corporation's 2000 Financial
Annual Report.
Item 6 - Selected Financial Data
Incorporated herein by reference is the information in the table captioned
"Financial Summary" on page 3 of the Corporation's 2000 Financial Annual Report.
Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
Incorporated herein by reference is the information appearing under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 2 through 45 of the Corporation's 2000 Financial Annual
Report.
Item 7A - Quantitative and Qualitative Disclosures About Market Risk
Incorporated herein by reference is the information appearing under the sections
captioned "Market Risk and Asset/Liability Management," "Trading Market Risk"
and "Nontrading Market Risk" on pages 20 through 22 of the Corporation's 2000
Financial Annual Report.
Item 8 - Financial Statements and Supplementary Data
Incorporated herein by reference is the information appearing under the headings
"Report of Independent Auditors," "Consolidated Statements of Condition,"
"Consolidated Statements of Income," "Consolidated Statements of Shareholders'
Equity," "Consolidated Statements of Cash Flows" and "Notes to Consolidated
Financial Statements" on pages 51 through 75 of the Corporation's 2000 Financial
Annual Report.
Incorporated by reference is the information in the table captioned "Financial
Summary" on page 35 of the Corporation's 2000 Financial Annual Report.
Item 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
Part III
Item 10 - Directors and Executive Officers of the Registrant
The information concerning the Corporation's directors is incorporated by
reference to the section entitled "Election of Directors" in the Corporation's
Proxy Statement for the 2001 Annual Meeting of Shareholders.
2
The information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 is incorporated by reference from the section entitled
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Corporation's
Proxy Statement for the 2001 Annual Meeting of Shareholders.
The information regarding executive officer's of the Corporation is included in
Part I of this Form 10-K under the caption "Item 4a - Executive Officer's of the
Registrant."
Item 11 - Executive Compensation
The information required by this item is incorporated by reference to the
sections entitled "Compensation," "Options and Stock Appreciation Rights" and
"Other Executive Compensation Plans and Arrangements" in the Corporation's Proxy
Statement for the 2001 Annual Meeting of Shareholders. Information regarding
compensation arrangements for the Corporation's Directors is incorporated by
reference to the section entitled "Additional Information Concerning the Board
of Directors" in the Corporation's Proxy Statement for the 2001 Annual Meeting
of Shareholders.
Item 12 - Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated by reference to the
section entitled "Security Ownership of Directors and Executive Officers" in the
Corporation's Proxy Statement for the 2001 Annual Meeting of Shareholders.
Item 13 - Certain Relationships and Related Transactions
The information required by this item is incorporated by reference to the
section entitled "Certain Transactions Involving Directors and Executive
Officers" of the Corporation's Proxy Statement for the 2001 Annual Meeting of
Shareholders.
Part IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements. The following Consolidated Financial Statements
of Wachovia Corporation and subsidiaries and the Report of Independent
Auditors are incorporated by reference on pages 51 through 75 of the
Corporation's 2000 Financial Annual Report:
Report of Independent Auditors.
Consolidated Statements of Condition at December 31, 2000 and
December 31, 1999.
Consolidated Statements of Income for the years ended December
31, 2000, December 31, 1999 and December 31, 1998.
Consolidated Statements Shareholders' Equity for the years
ended December 31, 2000, December 31, 1999 and December
31, 1998.
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, December 31, 1999 and December 31,
1998.
Notes to Consolidated Financial Statements.
2. Exhibits. The exhibits listed on the accompanying Exhibit Index
immediately following the signature page are filed as part of, or
incorporated by reference into, this report.
3
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WACHOVIA CORPORATION
Date: March 5, 2001
By: /s/ L.M. BAKER, JR.
-----------------------------------
L.M. Baker, Jr.
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated.
Signature Title Date
--------- ----- ----
/s/ L.M. BAKER, JR. Chairman, President, Chief Executive Officer and March 5, 2001
- -------------------------------------------- Director (Principal Executive Officer)
L.M. Baker, Jr.
/s/ ROBERT S. MCCOY, JR. Vice Chairman, Chief Financial Officer and March 5, 2001
- -------------------------------------------- Treasurer (Principal Financial Officer)
Robert S. McCoy, Jr.
/s/ DAVID L. GAINES Senior Vice President and Comptroller March 5, 2001
- -------------------------------------------- (Principal Accounting Officer)
David L. Gaines
*/s/ F. DUANE ACKERMAN Director March 5, 2001
- --------------------------------------------
F. Duane Ackerman
*/s/ JAMES S. BALLOUN Director March 5, 2001
- --------------------------------------------
James S. Balloun
*/s/ PETER C. BROWNING Director March 5, 2001
- --------------------------------------------
Peter C. Browning
*/s/ JOHN T. CASTEEN, III Director March 5, 2001
- --------------------------------------------
John T. Casteen, III
*/s/ THOMAS K. HEARN, JR. Director March 5, 2001
- --------------------------------------------
Thomas K. Hearn, Jr.
*/s/ GEORGE W. HENDERSON, III Director March 5, 2001
- --------------------------------------------
George W. Henderson, III
*/s/ W. HAYNE HIPP Director March 5, 2001
- --------------------------------------------
W. Hayne Hipp
*/s/ ROBERT A. INGRAM Director March 5, 2001
- --------------------------------------------
Robert A. Ingram
4
Signature Title Date
--------- ----- ----
*/s/ GEORGE R. LEWIS
- -------------------------------------------- Director March 5, 2001
George R. Lewis
*/s/ ELIZABETH VALK LONG Director March 5, 2001
- --------------------------------------------
Elizabeth Valk Long
*/s/ LLOYD U. NOLAND, III Director March 5, 2001
- --------------------------------------------
Lloyd U. Noland, III
*/s/ MORRIS W. OFFIT Director March 5, 2001
- --------------------------------------------
Morris W. Offit
*/s/ SHERWOOD H. SMITH, JR. Director March 5, 2001
- --------------------------------------------
Sherwood H. Smith, Jr.
*/s/ JOHN C. WHITAKER, JR. Director March 5, 2001
- --------------------------------------------
John C. Whitaker, Jr.
*/s/ DONA DAVIS YOUNG Director March 5, 2001
- --------------------------------------------
Dona Davis Young
*By: /s/ WILLIAM M. WATSON, JR.
- --------------------------------------------
William M. Watson, Jr., Attorney-in-Fact March 5, 2001
5
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1 Amended and Restated Articles of Incorporation of the registrant
(incorporated by reference to Exhibit 3.1 of Report on Form 10-Q
of Wachovia Corporation for the quarter ended June 30, 1998, File
No. 1-9021).
3.2 Bylaws of the registrant as amended (incorporated by reference to
Exhibit 3.2 of Form S-4 Registration Statement of Wachovia
Corporation dated December 14, 1998, File No. 333-68823).
4 Instruments defining the rights of security holders, including
indentures - Wachovia Corporation hereby agrees to furnish to the
Commission, upon request, a copy of any instruments defining the
rights of security holders that are not required to be filed.
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 (incorporated by
reference to Exhibit 28 of Form 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, Trustee, amending
the Indenture described in Exhibit 4.3 hereto (incorporated by
reference to Exhibit 4.10 of Report on Form 10-K of Wachovia
Corporation for the 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
(incorporated by reference to Exhibit 4(a) of Form 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 (incorporated by reference to
Exhibit 4.12 of Report on Form 10-K of Wachovia Corporation for
the year ended December 31, 1991, File No. 1-9021).
4.7 Indenture dated as of July 15, 1998 between Wachovia Corporation
and The Chase Manhattan Bank, as Trustee, relating to subordinated
debt securities (incorporated by reference to Exhibit 4(b) of Form
S-3 Registration Statement of Wachovia Corporation, File No.
333-59165).
4.8 Indenture dated as of August 15, 1996 between Wachovia Corporation
and The Chase Manhattan Bank, as Trustee, relating to senior debt
securities (incorporated by reference to Exhibit 4(a) of
Post-Effective Amendment No. 1 of Form S-3 Registration Statement
of Wachovia Corporation, File No. 33-6280).
4.9 Indenture between Wachovia Corporation, Wachovia Capital Trust II
and First National Bank of Chicago, as Trustee, relating to
Floating-Rate Junior Subordinated Deferrable Interest Debentures
(Junior Subordinated Debentures) (incorporated by reference to
Exhibit 4(c) of Amendment No. 1 of Form S-3 Registration Statement
of Wachovia Corporation and Wachovia Capital Trust II dated
January 22, 1997, File No. 333-19365).
4.10 Amended and Restated Declaration of Trust of Wachovia Capital
Trust II, relating to Preferred Securities (incorporated by
reference to Exhibit 4(b)(iv) of Amendment No. 1 of Form S-3
Registration Statement of Wachovia Corporation and Wachovia
Capital Trust II dated January 22, 1997, File No. 333-19365).
EXHIBIT INDEX (continued)
Exhibit
Number Description
- ------ -----------
4.11 Preferred Securities Guarantee Agreement of Wachovia Corporation
(incorporated by reference to Exhibit 4(g) of Amendment No. 1 of
Form S-3 Registration Statement of Wachovia Corporation and
Wachovia Capital Trust II dated January 22, 1997, File No.
333-19365).
4.12 Indenture between Central Fidelity Banks, Inc. and Chemical Bank,
as Trustee, relating to $150,000,000 principal amount of
subordinated debt securities (incorporated by reference to Exhibit
4.1 of Form 8-K of Central Fidelity Banks, Inc., dated November
18, 1992, File No. 0-8829).
4.13 Indenture between Central Fidelity Banks, Inc., Central Fidelity
Capital Trust I and The Bank of New York, as Trustee, relating to
$100,000,000 Floating-Rate Junior Subordinated Debentures
(incorporated by reference to Exhibit 4.1 of Form S-3 Registration
Statement of Central Fidelity Banks, Inc., dated April 23, 1997,
File No. 333-28917).
4.14 Amended and Restated Declaration of Trust of Central Fidelity
Capital Trust I (incorporated by reference to Exhibit 4.4 of Form
S-3 Registration Statement of Central Fidelity Banks, Inc., dated
April 23, 1997, File No. 333-28917).
4.15 Form of New Guarantee Agreement for the benefit of the holders of
the Trust Securities (incorporated by reference to Exhibit 4.6 of
Form S-3 Registration Statement of Central Fidelity Banks, Inc.,
dated as of April 23, 1997, File No. 333-28917).
10.1 Senior Management Incentive Plan of Wachovia Corporation as
amended through January 1, 1999 (incorporated by reference to
Exhibit 10.4 of Report on Form 10-Q of Wachovia Corporation for
the quarter ended June 30, 1999, File No. 1-9021).
10.2 Wachovia Corporation Amended and Restated Executive Deferred
Compensation Plan (incorporated by reference to Exhibit 10.2 of
Report on Form 10-Q for Wachovia Corporation for the quarter ended
March 31, 2000, File No. 1-9021).
10.3 Employment Agreement between Wachovia Corporation and L. M. Baker,
Jr. dated as of November 29, 1999 (incorporated by reference to
Exhibit 10.3 of Report on Form 10-K of Wachovia Corporation for
the year ended December 31, 1999, File No. 1-9021).
10.4 Employment Agreement between Wachovia Corporation and Robert S.
McCoy, Jr. dated as of July 28, 2000. (incorporated by reference
to Exhibit 10.4 of Report on Form 10-Q for Wachovia Corporation
for the quarter ended September 30, 2000, File No. 1-9021).
10.5 Employment Agreement between Wachovia Corporation and G. Joseph
Prendergast dated as of October 22, 1999 (incorporated by
reference to Exhibit 10.5 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1999, File No.
1-9021).
10.6 Employment Agreement between Wachovia Corporation and Mickey W.
Dry dated as of October 22, 1999 (incorporated by reference to
Exhibit 10.6 of Report on Form 10-K of Wachovia Corporation for
the year ended December 31, 1999, File No. 1-9021).
10.7 Employment Agreement between Wachovia Corporation and Jean E.
Davis dated as of October 22, 1999.
10.8 Form of Employment Agreement between Wachovia Corporation and
Executive Officers (other than Messrs. Baker, McCoy, Prendergast,
Dry and Ms. Davis) (incorporated by reference to Exhibit 10.8 of
Report on Form 10-K of Wachovia Corporation for the year ended
December 31, 1999, File No. 1-9021.)
EXHIBIT INDEX (continued)
Exhibit
Number Description
- ------ -----------
10.9 Employment Agreement between Wachovia Corporation and Morris W.
Offit dated as of May 13, 1999 (incorporated by reference to
Exhibit 10.1 of Form S-4 Registration Statement of Wachovia
Corporation dated June 25, 1999, File No. 333-81627).
10.10 Senior Executive Retirement Agreement between Wachovia Corporation
and L. M. Baker, Jr. dated as of November 29, 1999 (incorporated
by reference to Exhibit 10.10 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1999, File No.
1-9021).
10.11 Senior Executive Retirement Agreement between Wachovia Corporation
and Robert S. McCoy, Jr. dated as of July 28, 2000. (incorporated
by reference to Exhibit 10.11 of Report on Form 10-Q for Wachovia
Corporation for the quarter ended September 30, 2000, File No.
1-9021).
10.12 Senior Executive Retirement Agreement between Wachovia Corporation
and G. Joseph Prendergast dated as of October 22, 1999
(incorporated by reference to Exhibit 10.12 of Report on Form 10-K
of Wachovia Corporation for the year ended December 31, 1999, File
No. 1-9021).
10.13 Senior Executive Retirement Agreement between Wachovia Corporation
and Mickey W. Dry dated as of October 22, 1999 (incorporated by
reference to Exhibit 10.13 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1999, File No.
1-9021).
10.14 Senior Executive Retirement Agreement between Wachovia Corporation
and Jean E. Davis dated as of October 22, 1999.
10.15 Form of Senior Executive Retirement Agreement between Wachovia
Corporation and Executive Officers (other than Messrs. Baker,
McCoy, Prendergast, Dry and Ms. Davis) (incorporated by reference
to Exhibit 10.15 of Report on Form 10-K of Wachovia Corporation
for the year ended December 31, 1999, File No. 1-9021).
10.16 Senior Management and Director Stock Plan of Wachovia Corporation
(incorporated by reference to Exhibit 10 of Quarterly Report on
Form 10-Q of First Wachovia Corporation for the quarter ended
March 31, 1989, File No. 1-9021).
10.17 1990 Declaration of Amendment to Senior Management and Director
Stock Plan as described in Exhibit 10.16 hereto (incorporated by
reference to Exhibit 10.17 of Report on Form 10-K of First
Wachovia Corporation for the year ended December 31, 1989, File
No. 1-9021).
10.18 1996 Declaration of Amendment to Senior Management and Director
Stock Plan as described in Exhibit 10.16 hereto (incorporated by
reference to Exhibit 10.24 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1996, File No.
1-9021).
10.19 Deferred Compensation Plan dated as of January 19, 1987, as
amended (incorporated by reference to Exhibit 10(c) of Report on
Form 10-K of South Carolina National Corporation for the year
ended December 31, 1986, File No. 0-7042).
10.20 Amendment to Deferred Compensation Plan described in Exhibit 10.19
hereto (incorporated by reference to Exhibit 19(b) of Quarterly
Report on Form 10-Q of South Carolina National Corporation for the
quarter ended September 30, 1987, File No. 0-7042).
10.21 Amendment to Deferred Compensation Plan described in Exhibit 10.19
hereto (incorporated by reference to Exhibit 10(d) of Report on
Form 10-K of South Carolina National Corporation for the year
ended December 31, 1988, File No. 0-7042).
EXHIBIT INDEX (continued)
Exhibit
Number Description
- ------ -----------
10.22 Amendment to Deferred Compensation Plan described in Exhibit 10.19
hereto (incorporated by reference to Exhibit 10.35 of Report on
Form 10-K of Wachovia Corporation for the year ended December 31,
1993, File No. 1-9021).
10.23 Amended and Restated Wachovia Corporation Stock Plan.
(incorporated by reference to Exhibit 10.23 of Report on Form 10-Q
for Wachovia Corporation for the quarter ended September 30, 2000,
File No. 1-9021).
10.24 Wachovia Corporation Director Deferred Stock Unit Plan
(incorporated by reference to Exhibit 10.37 of Report on Form 10-K
of Wachovia Corporation for the year ended December 31, 1996, File
No. 1-9021).
10.25 Wachovia Corporation Executive Insurance Plan (incorporated by
reference to Exhibit 10.36 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1995, File No.
1-9021).
10.26 Executive Long-Term Disability Income Plan (incorporated by
reference to Exhibit 10.34 of Report on Form 10-K of Wachovia
Corporation for the year ended December 31, 1997, File No.
1-9021).
10.27 Split Dollar Life Insurance Agreement between Wachovia Corporation
and L. M. Baker, Jr. dated as of September 1, 2000. (incorporated
by reference to Exhibit 10.35 of Report on Form 10-Q for Wachovia
Corporation for the quarter ended September 30, 2000, File No.
1-9021).
10.28 Split Dollar Life Insurance Agreement between Wachovia Corporation
and Robert S McCoy Jr. dated as of September 1, 2000.
(incorporated by reference to Exhibit 10.36 of Report on Form 10-Q
for Wachovia Corporation for the quarter ended September 30, 2000,
File No. 1-9021).
10.29 Split Dollar Life Insurance Agreement between Wachovia Corporation
and G. Joseph Prendergast dated as of September 1, 2000.
(incorporated by reference to Exhibit 10.37 of Report on Form 10-Q
for Wachovia Corporation for the quarter ended September 30, 2000,
File No. 1-9021).
10.30 Split Dollar Life Insurance Agreement between Wachovia Corporation
and Mickey W Dry dated as of September 1, 2000. (incorporated by
reference to Exhibit 10.38 of Report on Form 10-Q for Wachovia
Corporation for the quarter ended September 30, 2000, File No.
1-9021).
10.31 Split Dollar Life Insurance Agreement between Wachovia Corporation
and Jean E. Davis dated as of September 20, 2000.
10.32 Form of Callable Split Dollar Insurance Agreement between Wachovia
Corporation and Executive Officers (other than Messrs. Baker,
McCoy, Prendergast, Dry and Ms. Davis). (incorporated by reference
to Exhibit 10.39 of Report on Form 10-Q for Wachovia Corporation
for the quarter ended September 30, 2000, File No. 1-9021).
10.33 Form of Non-Callable Split Dollar Insurance Agreement between
Wachovia Corporation and Executive Officers (other than Messrs.
Baker, McCoy, Prendergast, Dry and Ms. Davis). (incorporated by
reference to Exhibit 10.40 of Report on Form 10-Q for Wachovia
Corporation for the quarter ended September 30, 2000, File No.
1-9021).
11 "Computation of Earnings Per Common Share" (incorporated by
reference to "Note R - Earnings Per Share" on page 73 of the
Corporation's 2000 Financial Annual Report.)
12 Statement setting forth computation of ratio of earnings to fixed
charges.
13 Wachovia Corporation's 2000 Financial Annual Report (except for
those portions expressly incorporated by reference herein, this
report is not "filed" as part of this Report on Form 10-K.)
21 Subsidiaries of Wachovia Corporation
EXHIBIT INDEX (concluded)
Exhibit
Number Description
- ------ -----------
23 Consent of Ernst & Young LLP.
24 Power of Attorney
Exhibits 10.3 through 10.33 are management contracts or compensatory plans or
arrangements of the Corporation.