1997 Form 10-K
United States Securities and Exchange Commission
Washington, DC 20549
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 1997
Commission File Number 1-9021
Wachovia Corporation
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Incorporated in the State of North Carolina
IRS Employer Identification Number 56-1473727
Address and Telephone:
100 North Main Street, Winston-Salem, North Carolina, 27101,
(336) 770-5000
191 Peachtree Street NE, Atlanta, Georgia, 30303, (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.
As of February 5, 1998, Wachovia Corporation had 205,872,778 shares of common
stock outstanding. The aggregate market value of Wachovia Corporation common
stock held by nonaffiliates on February 5, 1998 was approximately $16.255
billion and the number of shares held by nonaffiliates was 205,765,238.
Wachovia Corporation (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months and (2) has been subject to such filing requirements for the past 90
days.
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. [X]
Documents Incorporated by Reference
- --------------------------------------------------------------------------------
Portions of the Wachovia Corporation's Proxy Statement for its 1998 Annual
Shareholders' Meeting, which will be filed with the Commission by April 30,
1998 are incorporated by reference into Part III of this report. Portions of
the annual report to shareholders for the year ended December 31, 1997 are
incorporated by reference into Parts I and II as indicated in the table below.
Except for parts of the Wachovia Corporation Annual Report expressly
incorporated herein by reference, this Annual Report is not to be deemed filed
with the Securities and Exchange Commission.
Part I Page
Item 1 Business:
Description of Business.......................... 1, 20-48, 78-80, 81
Subsidiaries of Wachovia
Corporation...................................... Page 2 of Form 10-K
Average Balance Sheets/
Interest/Rates..................................... 70-71, 74-75, 76
Volume and Rate
Variance Analysis............................................ 24, 48
Securities................................................ 26, 57-58
Loans............................................. 25, 33, 58-59, 77
Allowance for Loan Losses
and Loan Loss Experience.................................. 33-35, 48
Deposits....................................... 27-28, 31, 70-71, 76
Return on Equity and Assets...................................... 76
Short-Term Borrowed Funds........................................ 32
Item 2 Properties........................................ Page 2 of Form 10-K
Item 3 Legal Proceedings................................................ 65
Item 4 Submission of Matters to a Vote
of Security Holders............................................ None
Part II
Item 5 Market for Registrant's Common Equity
and Related Stockholder Matters............................... 78-79
Item 6 Selected Financial Data................................... 72-73, 77
Part II -- Continued Page
Item 7 Management's Discussion and
Analysis of Financial Condition
and Results of Operations................................. 20-48, 81
Item 8 Financial Statements and Supplementary Data................... 43-69
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................................... Proxy Statement
Item 11 Executive Compensation.............................. Proxy Statement
Item 12 Security Ownership of
Certain Beneficial Owners
and Management...................................... Proxy Statement
Item 13 Certain Relationships and
Related Transactions................................ Proxy Statement
Part IV
Item 14 Exhibits, Financial Statement Schedules
and Reports on Form 8-K............................ Page 3 of Form 10-K
1
Subsidiaries of Wachovia Corporation
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The following table sets forth the subsidiaries of Wachovia Corporation on
December 31, 1997. The common stock of each of these subsidiaries is 100
percent owned by its parent. The financial statements of all subsidiaries are
included in the consolidated statements of Wachovia Corporation and
subsidiaries.
Organized under the
laws of the state of:
Wachovia Bank, N.A. the United States
Wachovia International Banking Corporation the United States*
Wachovia Leasing Corporation North Carolina
Wachovia Insurance Services, Inc. North Carolina
Greenville Agricultural Credit Corporation North Carolina
Wachovia Auto Leasing Company of Georgia Georgia
WMCS, Inc. Georgia
Wachovia Capital Associates, Inc. Georgia
Wachovia Insurance Services of South
Carolina, Inc. South Carolina
First National Properties, Inc. South Carolina
Central Fidelity National Bank the United States
Mulberry Corporation Virginia
G.C. Leasing, Inc. Virginia
North Hart Run, Inc. Virginia
New Salem of Virginia, Inc. Virginia
S. Brooke, Corporation Virginia
Central Fidelity Properties, Inc. Virginia
Central Fidelity Services, Inc. Virginia
CFB Insurance Agency, Inc. Virginia
1st United Bank Florida
Island Investment Services Florida
Jefferson National Bank the United States
Jefferson Properties, Inc. Virginia
Southern Provident Life Insurance Company Arizona
Atlantic Savings Bank, FSB the United States
Atlantic Mortgage Corporation of South
Carolina, Inc. South Carolina
Organized under the
laws of the state of:
Wachovia Mortgage Company North Carolina
New Salem, Inc. North Carolina
Wachovia Investments, Inc. North Carolina
Wachovia Corporate Services, Inc. North Carolina
Wachovia Operational Services Corporation North Carolina
Wachovia Trust Services, Inc. North Carolina
The First National Bank of Atlanta (Delaware) the United States
Wachovia Bank Card Services, Inc. Delaware
Financial Life Insurance Company of Georgia Georgia
The Wachovia Insurance Agency of Georgia, Inc. Georgia
First Atlanta Lease Liquidating Corporation Georgia
Wachovia Corporation of Florida Florida
Wachovia Corporation of Alabama Alabama
Wachovia Corporation of Tennessee Tennessee
Wachovia Capital Markets, Inc. Georgia
Wachovia International Capital Corporation Georgia
WSH Holdings, Ltd. Cayman Islands,
British West Indies
Banco Wachovia Brazil
Wachovia International Servicos Limitada Brazil
Wachovia Capital Trust I Delaware
Wachovia Capital Trust II Delaware
Wachovia Capital Trust V Delaware
Central Fidelity Capital Trust I Delaware
Wachovia Community Development Corporation North Carolina
* Organized under Chapter 25(a) of the Federal Reserve Act of the United
States
Properties
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The principal offices of the Corporation and Wachovia Bank, N.A., are located
at 100 North Main Street, Winston-Salem, North Carolina, where the company owns
and occupies approximately 535,000 square feet of office space. Offices are
also maintained at 191 Peachtree Street, N.E., Atlanta, Georgia, under a
380,000 square foot office space lease expiring in 2008, and at the Palmetto
Center at 1426 Main Street, Columbia, South Carolina, under a 15,660 square
foot lease expiring
in 2003.
Central Fidelity National Bank occupies approximately 201,665 square feet of
office space in the James Center at 1021 East Cary Street, Richmond, Virginia,
under a lease expiring in 2002.
Jefferson National Bank owns and occupies approximately 37,400 square feet of
office space at 123 East Main Street, Charlottesville, Virginia.
1st United Bank occupies approximately 8,000 square feet of office space at 980
North Federal Highway, Boca Raton, Florida, under a lease expiring in 2002.
The table on page 3 lists the number of banking offices. The Corporation's
banking subsidiaries own in fee 516 offices while the others are leased or are
located on leased land. The approximate lease terms range from one to fifty
years on these properties. In addition, the Corporation's banking subsidiaries
own in fee or lease a number of multistory office buildings which house
supporting services. Other subsidiaries of the Corporation maintain leased
office space in cities in which they conduct their respective operations.
2
Exhibits, Financial Statement Schedules and Reports on Form 8-K
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Exhibits -- The index of exhibits has been filed as separate pages of the 1997
Form 10-K. Copies of the exhibit list or of Exhibits are available upon request
to: Corporate Reporting, Wachovia Corporation, P.O. Box 3099, Winston-Salem,
North Carolina, 27150. A copying fee will be charged for the Exhibits.
Financial Statement Schedules -- Omitted due to inapplicability or because
required information is shown in the Financial Statements or the Notes thereto.
Financial Data Schedule (for SEC purposes only).
Reports on Form 8-K -- A Current Report on Form 8-K dated October 15, 1997 was
filed with the Securities and Exchange Commission relating to Wachovia
Corporation's third quarter earnings announcement. A Current Report on Form 8-K
dated December 15, 1997 was filed relating to consummation of the merger with
Central Fidelity Banks, Inc. A Current Report on Form 8-K dated Decem-ber 19,
1997 was filed relating to the announcement of three special charges in the
fourth quarter of 1997.
Signatures
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Pursuant to the requirements to 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 on March 18, 1998.
WACHOVIA CORPORATION
ROBERT S. McCOY, JR.
- --------------------
Robert S. McCoy, Jr.
Senior Executive Vice President and
Chief Financial 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 on March 18, 1998.
L. M. BAKER, JR.
- ----------------
L. M. Baker, Jr.
Director, President
and Chief Executive Officer
ROBERT S. McCOY, JR.
- --------------------
Robert S. McCoy, Jr.
Senior Executive Vice President
and Chief Financial Officer
DONALD K. TRUSLOW
- -----------------
Donald K. Truslow
Comptroller
The Directors of Wachovia Corporation (listed below) have executed a power of
attorney appointing Kenneth W. McAllister, their attorney-in-fact, empowering
him to sign this report on their behalf:
James S. Balloun
James F. Betts
Peter C. Browning
John T. Casteen, III
John L. Clendenin
Lawrence M. Gressette, Jr.
Thomas K. Hearn, Jr.
George W. Henderson, III
W. Hayne Hipp
Robert M. Holder, Jr.
Robert A. Ingram
James W. Johnston
George R. Lewis
John G. Medlin, Jr.
Lloyd U. Noland, III
Wyndham Robertson
Herman J. Russell
Sherwood H. Smith, Jr.
John C. Whitaker, Jr.
KENNETH W. McALLISTER
- ---------------------
Kenneth W. McAllister
Attorney-in-Fact
3
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The names, ages and positions of the executive officers of Wachovia as of
January 31, 1998 are shown below along with their business experience during the
past five years and the year of their employment with Wachovia and subsidiaries.
Officers are elected annually by the Board of Directors and hold office for one
year or until their successors are chosen and qualified. There are no family
relationships between any of them, nor is there any arrangement or understanding
between any officer and any other person pursuant to which the officer was
selected. The required information for the directors is included in the Proxy
Statement.
Name, Age Business Experience During Past
and Position Five Years and Year Employed
- ------------ ----------------------------
L. M. Baker, Jr., 55 President and Chief Executive Officer of
Director, President since Wachovia Bank, N.A. since June 1997;
1993 and Chief Executive Chief Operating Officer of Wachovia
Officer since January 1994 Corporation, February-December 1993;
Executive Vice President of Wachovia
Corporation until January 1993;
President and Chief Executive Officer
of Wachovia Corporation of North
Carolina, January 1990-March 1993;
President and Chief Executive Officer
of Wachovia Bank of North Carolina,
N.A., January 1990-May 1993. Employed in
1969.
Mickey W. Dry, 58 Executive Vice President of Wachovia
Senior Executive Vice Corporation, November 1989-October 1997;
President since October 1997 Senior Executive Vice President of
and Chief Credit Officer Wachovia Bank, N.A. since July 1997;
since November 1989 Executive Vice President of Wachovia Bank
of North Carolina, N.A., October 1989-July
1997. Employed in 1961.
Hugh M. Durden, 54 President of Wachovia Corporate
Executive Vice President Services, Inc. since July 1994;
since 1994 President of Wachovia Trust Services,
Inc., January-June 1994; Executive Vice
President of Wachovia Bank, N.A.; Western
Division Executive, Wachovia Bank of North
Carolina, N.A., 1991-1994; Employed
in 1972.
Item 10. Directors and Executive Officers of the Registrant (Continued)
Name, Age Business Experience During Past
and Position Five Years and Year Employed
- ------------ ----------------------------
Stanhope A. Kelly, 40 Senior Vice President of Wachovia
Executive Vice President Corporation, 1996-1997; Regional Vice
since October 1997 President of Wachovia Bank of North
Carolina, N.A., 1994-1996. Employed
in 1980.
Robert S. Kniejski, 42 Executive in charge of Wachovia
Executive Vice President Corporation's Personal Financial
since October 1997 Services Group since 1995 (Chairman
of Wachovia Investments, Inc. and
Wachovia Insurance Services, Inc.,
Director and President of Wachovia
Trust Services, Inc.); Senior Vice
President of Wachovia Corporation,
1996-1997; Senior Vice President/Group
Executive of Wachovia Investments, Inc.,
1993-1995; Senior Vice President/Group
Executive of Wachovia Bank, N.A. since
1991 (Trust Marketing and Development,
1991-1993). Employed in 1987.
Walter E. Leonard, Jr. 52 Executive Vice President of Wachovia
Senior Executive Vice Corporation, October 1988-October 1997;
President since October Senior Executive Vice President of
1997 Wachovia Bank, N.A. since July 1997;
Executive Vice President of Wachovia
Bank of Georgia, N.A. until June 1997;
President of Wachovia Operational Services
Corporation since 1988. Employed in 1965.
Kenneth W. McAllister, 49 Executive Vice President of Wachovia
Senior Executive Vice Corporation, January 1994-October 1997.
President since October Employed in 1988.
1997 and General Counsel
since 1988
Robert S. McCoy, Jr., 59 Executive Vice President of Wachovia
Senior Executive Vice Corporation, January 1992-October 1997;
President since October 1997 Senior Executive Vice President of Wachovia
and Chief Financial Officer Bank, N.A. since July 1997; Executive Vice
since September 1992 President of Wachovia Bank of North Carolina,
N.A., 1992-1997; Chief Financial Officer of
Wachovia Bank of North Carolina, N.A. since
1992. Employed in 1984.
4
Item 10. Directors and Executive Officers of the Registrant (Continued)
Name, Age Business Experience During Past
and Position Five Years and Year Employed
- ------------ ----------------------------
John C. McLean, Jr., 48 Executive in charge of Wachovia Corporation's
Executive Vice President capital markets and investment banking
since October 1997 activities since September 1997 (President
and CEO of Wachovia Capital Markets, Inc. and
related subsidiaries); Senior Vice President
of Wachovia Corporation, 1993-1997; Division
Executive for Consumer Credit and Emerging
Businesses, 1996-1997; Comptroller of
Wachovia Corporation, 1993-1996; Senior Vice
President of Wachovia Bank, N.A., 1990-1993.
Employed in 1975.
G. Joseph Prendergast, 52 Executive Vice President of Wachovia
Senior Executive Vice Corporation, October 1988-October 1997;
President since October 1997 Senior Executive Vice President of Wachovia
Bank, N.A. since July 1997; Chairman of
Wachovia Bank of Georgia, N.A., January 1994-
June 1997; Chairman of Wachovia Bank of South
Carolina, N.A., July 1995-June 1997;
President and Chief Executive Officer of
Wachovia Bank of Georgia, N.A., January 1993-
January 1995; President and Chief Executive
Officer of Wachovia Corporate Services, Inc.
until July 1994; President and Chief
Executive Officer of Wachovia Corporation of
Georgia, January 1993-March 1993; Employed in
1973.
Donald K. Truslow, 39 Senior Vice President of Wachovia
Executive Vice President Corporation, April 1996-October 1997;
since October 1997, Comptroller Executive Vice President, Wachovia
since June 1996 and Treasurer Corporate Services, September 1995-
since January 1998 April 1996; Executive Vice President
and Chief Credit Officer, Wachovia Bank of
South Carolina, N.A., January 1992-September
1995. Employed in 1980.
5
Item 10. Directors and Executive Officers of the Registrant (Continued)
Name, Age Business Experience During Past
and Position Five Years and Year Employed
- ------------ ----------------------------
Beverly B. Wells, 47 Manager of Consumer Lending and
Executive Vice President Emerging Businesses since September
since October 1997 1997; President of Wachovia Bank Card
Services, 1994-1997; Manager of Wachovia
Treasury Services, 1993- 1994; Employed in
1976.
During the past five years, there have been no events under any bankruptcy act,
no criminal proceedings and no judgments or injunctions material to an
evaluation of the ability or integrity of any of Wachovia's executive officers,
directors, or any persons nominated to become directors.
6
PART IV
Item 14. Exhibits
2.1 Agreement and Plan of Merger, dated as of November 17, 1997, by
and between Wachovia Corporation, The American Bank of Hollywood
and Ameribank Bancshares, Inc.
2.2 Agreement and Plan of Merger, dated as of August 6, 1997, by and
between Wachovia Corporation and 1st United Bancorp (Exhibit 2.1
to Quarterly Report on Form 10-Q of Wachovia Corporation for the
quarter ended September 30, 1997, File No. 1-9021*).
2.3 Agreement and Plan of Merger, dated as of June 23, 1997, by and
between Wachovia Corporation and Central Fidelity Banks, Inc.
(Exhibit 2.2 to Quarterly Report on Form 10-Q of Wachovia
Corporation for the quarter ended June 30, 1997, File No.
1-9021*).
2.4 Agreement and Plan of Merger, dated as of June 9, 1997, by and
between Wachovia Corporation and Jefferson Bankshares, Inc.
(Exhibit 2.1 to Quarterly Report on Form 10-Q of Wachovia
Corporation for the quarter ended June 30, 1997, File No.
1-9021*).
3.1 Amended and Restated Articles of Incorporation of the registrant
(Exhibit 3.1 to Report on Form 10-K of Wachovia Corporation for
the fiscal year ended December 31, 1993, File No. 1-9021*).
3.2 Bylaws of the registrant as amended (Exhibit 3.2 to Quarterly
Report on Form 10-Q of Wachovia Corporation for the quarter
ended September 30, 1997, File No. 1-9021*).
4.1 Articles IV, VII, IX, X and XI of the registrant's Amended and
Restated Articles of Incorporation (Included in Exhibit 3.1
hereto).
4.2 Article 1, Section 1.8, and Article 6 of the registrant's Bylaws
(included in Exhibit 3.2 hereto).
4.3 Indenture dated as of May 15, 1986 between South Carolina National
Corporation and Morgan Guaranty Trust Company of New York, as
Trustee, relating to $35,000,000 principal amount of 6 1/2%
Convertible Subordinated Debentures due in 2001 (Exhibit 28 to
S-3 Registration Statement of South Carolina National
Corporation, File No. 33-7710*).
4.4 First Supplemental Indenture dated as of November 26, 1991 by and
among South Carolina National Corporation, Wachovia Corporation
and Morgan Guaranty Trust Company of New York, as Trustee,
amending the Indenture described in Exhibit 4.3 hereto (Exhibit
4.10 to Report on Form 10-K of Wachovia Corporation for the
fiscal year ended December 31, 1991, File No. 1-9021*).
4.5 Indenture dated as of March 15, 1991 between South Carolina
National Corporation and Bankers Trust Company, as Trustee,
relating to certain unsecured subordinated securities (Exhibit
4(a) to S-3 Registration Statement of South Carolina National
Corporation, File No. 33-39754*).
7
Item 14. Exhibits (Continued)
4.6 First Supplemental Indenture dated as of January 24, 1992 by and
among South Carolina National Corporation, Wachovia Corporation
and Bankers Trust Company, as Trustee, amending the Indenture
described in Exhibit 4.5 hereto (Exhibit 4.12 to Report on Form
10-K of Wachovia Corporation for the fiscal year ended December
31, 1991, File No. 1-9021*).
4.7 Indenture dated as of August 22, 1989 between First Wachovia
Corporation and The Philadelphia National Bank, as Trustee,
relating to $300,000,000 principal amount of subordinated debt
securities (Exhibit 4(c) to S-3 (Shelf) Registration Statement
of First Wachovia Corporation, File No. 33-30721*).
4.8 First Supplemental Indenture, dated as of September 15, 1992
between Wachovia Corporation and CoreStates Bank, National
Association, as Trustee, amending the Indenture described in
Exhibit 4.7 hereto (Exhibit 4(d) to Report on Form 8 of Wachovia
Corporation, filed on October 15, 1992, File No. 1-9021*).
4.9 Indenture dated as of March 1, 1993 between Wachovia Corporation
and CoreStates Bank, National Association, as Trustee, relating
to subordinated debt securities (Exhibit 4 to S-3 (Shelf)
Registration Statement of Wachovia Corporation, File No.
333-06319*).
4.10 Indenture dated as of August 15, 1996 between Wachovia Corporation
and The Chase Manhattan Bank, as Trustee, relating to senior
securities (Exhibit 4 (a) of Post-Effective Amendment No. 1 to
Form S-3 (Shelf) Registration Statement of Wachovia Corporation,
File No. 33-6280*).
4.11 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). (Exhibit 4 (c) of Amendment
No. 1 to Form S-3 Registration Statement of Wachovia Corporation
and Wachovia Capital Trust II dated January 22, 1997, File No.
333-19365.)
4.12 Amended and Restated Declaration of Trust of Wachovia Capital
Trust II, relating to Preferred Securities (Exhibit 4(b)(iv) of
Amendment No. 1 to Form S-3 Registration Statement of Wachovia
Corporation and Wachovia Capital Trust II dated January 22,
1997, File No. 333-19365).
4.13 Preferred Securities Guarantee Agreement of Wachovia Corporation
(Exhibit 4 (g) of Amendment No. 1 to Form S-3 Registration
Statement of Wachovia Corporation and Wachovia Capital Trust II
dated January 22, 1997, File No. 333-19365).
4.14 Indenture between Central Fidelity Banks, Inc. and Chemical Bank,
as trustee, relating to $150,000,000 principal amount of
subordinated debt securities (Exhibit 4.1 to Form 8-K of
Central Fidelity Banks, Inc., dated November 18, 1992, File
No. 0-8829).
4.15 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
(Exhibit 4.1 to Form S-3 Registration Statement of Central
Fidelity Banks, Inc., dated April 23, 1997, File No. 333-28917).
8
Item 14. Exhibits (Continued)
4.16 Amended and Restated Declaration of Trust of Central
Fidelity Capital Trust I (Exhibit 4.4 to Form S-3
Registration Statement of Central Fidelity Banks, Inc.,
dated April 23, 1997, File No. 333-28917).
4.17 Form of New Guarantee Agreement for the benefit of the
holders of the Trust Securities (Exhibit 4.6 to Form S-3
Registration Statement of Central Fidelity Banks, Inc.,
dated as of April 23, 1997, File No. 333-28917
10.1 Deferred Compensation Plan of Wachovia Bank of North Carolina,
N.A. (Exhibit 10.1 to Report on Form 10-K of Wachovia
Corporation for the fiscal year ended December 31, 1992, File
No. 1-9021*).
10.2 1983 Amendment to Deferred Compensation Plan described in Exhibit
10.1 hereto (Exhibit 10.2 to Report on Form 10-K of Wachovia
Corporation for the fiscal year ended December 31, 1992, File
No. 1-9021*).
10.3 1986 Amendment to Deferred Compensation Plan described in Exhibit
10.1 hereto (Exhibit 10.9 to Report on Form 10-K of First
Wachovia Corporation for the fiscal year ended December 31,
1986, File No. 1-9021*).
10.4 1986 Senior Management Stock Option Plan of Wachovia Corporation
(Exhibit 10.20 to Report on Form 10-K of First Wachovia
Corporation for the fiscal year ended December 31, 1986, File
No. 1-9021*).
10.5 1987 Declaration of Amendment to 1986 Senior Management Stock
Option Plan described in Exhibit 10.4 hereto (Exhibit 10.21 to
Report on Form 10-K of First Wachovia Corporation for the fiscal
year ended December 31, 1986, File No. 1-9021*).
10.6 1996 Declaration of Amendment to 1986 Senior Management Stock
Option Plan as described in Exhibit 10.4 hereto. (Exhibit 10.6
to Report on Form 10-K of Wachovia Corporation for the fiscal
year ended December 31, 1996, File No. 1-9021*).
10.7 Senior Management Incentive Plan of Wachovia Corporation as
amended through April 22, 1994 (Exhibit 10.2 to Quarterly Report
on Form 10-Q of Wachovia Corporation for the quarter ended March
31, 1994, File No. 1-9021*).
10.8 Retirement Savings and Profit-Sharing Benefit Equalization Plan of
Wachovia Corporation (Exhibit 10.3 to Quarterly Report on Form
10-Q of Wachovia Corporation for the quarter ended June 30,
1995, File No. 1-9021*).
10.9 Employment Agreements between Wachovia Corporation and Messrs. L.
M. Baker, Jr., Robert S. McCoy, Jr., G. Joseph Prendergast, Hugh
M. Durden and Walter E. Leonard, Jr. (Exhibit 10.17 to Report on
Form 10-K of First Wachovia Corporation for the fiscal year
ended December 31, 1987, File No. 1-9021*).
10.10 Amendment to Employment Agreements described in Exhibit 10.9
hereto (Exhibit 10.14 to Report on Form 10-K of First Wachovia
Corporation for the fiscal year ended December 31, 1990, File
No. 1-9021*).
10.11 Amendment to Employment Agreements described in Exhibit 10.9
hereto with L.M. Baker, Jr., Robert S. McCoy, Jr., G. Joseph
Prendergast and Walter E. Leonard, Jr. (Exhibit 10.11 to Report
on Form 10-K of Wachovia Corporation for the fiscal year ended
December 31, 1996, File No. 1-9021*).
10.12 Amended and Restated Employment Agreements described in 10.9
hereto with L.M. Baker, Jr., Robert S. McCoy, Jr., G. Joseph
Prendergast and Walter E. Leonard, Jr. (Exhibit 10 to Quarterly
Report on Form 10-Q of Wachovia Corporation for the quarter
ended March 31, 1997, File No. 1-9021*).
10.13 Amendment to Employment Agreement described in Exhibit 10.9
hereto with Hugh M. Durden. (Exhibit 10.12 to Report on
Form 10-K of Wachovia Corporation for the fiscal year ended
December 31, 1996, File No. 1-9021*).
9
Item 14. Exhibits (Continued)
10.14 Agreement between Wachovia Corporation and Mr. John G. Medlin, Jr.
(Exhibit 10.16 to Report on Form 10-K of Wachovia Corporation
for the fiscal year ended December 31, 1993, File No. 1-9021*).
10.15 Amendment to Agreement between Wachovia Corporation and Mr. John
G. Medlin, Jr. described in Exhibit 10.14 hereto(Exhibit 10.4 to
Quarterly Report on Form 10-Q of Wachovia Corporation for the
quarter ended June 30, 1995, File No. 1-9021*).
10.16 Executive Retirement Agreement between Wachovia Corporation and
Mr. John G. Medlin, Jr.(Exhibit 10.18 to Report on Form 10-K of
First Wachovia Corporation for the fiscal year ended December
31, 1987, File No. 1-9021*).
10.17 Amendment to Executive Retirement Agreement described in Exhibit
10.16 hereto (Exhibit 10.17 to Report on Form 10-K of Wachovia
Corporation for the fiscal year ended December 31, 1991, File
No. 1-9021*).
10.18 Amendment to Executive Retirement Agreement between Wachovia
Corporation and Mr. John G. Medlin, Jr. (Exhibit 10.3 to
Quarterly Report on Form 10-Q of Wachovia Corporation for the
quarter ended September 30, 1993, File No. 1-9021*).
10.19 Amendment to Executive Retirement Agreement between Wachovia
Corporation and Mr. John G. Medlin, Jr. (Exhibit 10.4 to
Quarterly Report on Form 10-Q of Wachovia Corporation for the
quarter ended September 30, 1993, File No. 1-9021*).
10.20 Executive Retirement Agreements between Wachovia Corporation and
Messrs. L.M. Baker, Jr., G. Joseph Prendergast, Walter E.
Leonard, Jr., and Hugh M. Durden, dated as of January 27, 1995
(Exhibit 10.1 to Quarterly Report on Form 10-Q of Wachovia
Corporation for the quarter ended June 30, 1995, File No.
1-9021*).
10.21 Executive Retirement Agreement between Wachovia Corporation and
Mr. Robert S. McCoy, Jr. (Exhibit 10.2 to Quarterly Report on
Form 10-Q of Wachovia Corporation for the quarter ended June 30,
1995, File No. 1-9021*).
10.22 Amendment to Executive Retirement Agreements described in Exhibits
10.20 and 10.21 hereto. (Exhibit 10.21 to Report on Form 10-K of
Wachovia Corporation for the fiscal year ended December 31,
1996, File No. 1-9021*).
10.23 Senior Management and Director Stock Plan of Wachovia Corporation
(Exhibit 10 to Quarterly Report on Form 10-Q of First Wachovia
Corporation for the quarter ended March 31, 1989, File
No. 1-9021*).
10.24 1990 Declaration of Amendment to Senior Management and Director
Stock Plan as described in Exhibit 10.23 hereto (Exhibit 10.17
to Report on Form 10-K of First Wachovia Corporation for fiscal
year ended December 31, 1989, File No. 1-9021*).
10.25 1996 Declaration of Amendment to Senior Management and Director
Stock Plan as described in Exhibit 10.23 hereto. (Exhibit 10.24
to Report on Form 10-K of Wachovia Corporation for fiscal year
ended December 31, 1996, File No. 1-9021*).
10
Item 14. Exhibits (Continued)
10.26 Deferred Compensation Plan dated as of January 19, 1987 as
amended (Exhibit 10(c) to Report on Form 10-K of South Carolina
National Corporation for the fiscal year ended December 31,
1986, File No. 0-7042*).
10.27 Amendment to Deferred Compensation Plan described in Exhibit 10.26
hereto (Exhibit 19(b) to Quarterly Report on Form 10-Q of South
Carolina National Corporation for the quarter ended September
30, 1987, File No. 0-7042*).
10.28 Amendment to Deferred Compensation Plan described in Exhibit 10.26
hereto (Exhibit 10(d) to Report on Form 10-K of South Carolina
National Corporation for the fiscal year ended December 31,
1988, File No. 0-7042*).
10.29 Amendment to Deferred Compensation Plan described in Exhibit 10.26
hereto (Exhibit 10.35 to Report on Form 10-K of Wachovia
Corporation for the fiscal year ended December 31, 1993, File
No. 1-9021*).
10.30 Amended and Restated Wachovia Corporation Stock Plan (Exhibit 4.1
to S-8 Registration No. 033-53325.)
10.31 Wachovia Corporation Director Deferred Stock Unit Plan. (Exhibit
10.37 to Report on Form 10-K of Wachovia Corporation for the
fiscal year ended December 31, 1996, File No. 1-9021*).
10.32 Wachovia Corporation Incentive Plan Deferral Arrangement (Exhibit
10.35 to Report on Form 10-K of Wachovia Corporation for the
fiscal year ended December 31, 1995, File No. 1-9021*).
10.33 Wachovia Corporation Executive Insurance Plan (Exhibit 10.36 to
Report on Form 10-K of Wachovia Corporation for the fiscal year
ended December 31, 1995, File No. 1-9021*).
10.34 Executive Long Term Disability Income Plan.
10.35 Form 11-K of the Wachovia Corporation Retirement Savings and
Profit-Sharing Plan, to be filed as an amendment to Form 10-K
for the year ended December 31, 1997.
11 Computation of Earnings Per Share (Note P to 1997 Consolidated
Financial Statements of Wachovia Corporation and Subsidiaries,
page 68 of 1997 Annual Report to Shareholders*).
12 Statement setting forth computation of ratio of earnings to fixed
charges.
11
Item 14. Exhibits (Continued)
13 Wachovia Corporation 1997 Annual Report to Shareholders, with the
Report of Independent Auditors therein being manually signed in
one copy by Ernst & Young LLP. (Except for those portions
thereof which are expressly incorporated by reference herein,
this report is not "filed" as a part of this Report on Form
10-K).
21 Subsidiaries of the Registrant (listed under "Subsidiaries of
Wachovia Corporation" and included on page 2 of Report on Form
10-K for the fiscal year ended December 31, 1997*).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney.
27.1 Financial Data Schedule (for SEC purposes only).
27.2 1996 restated Financial Data Schedule (for SEC purposes only).
27.3 1995 restated Financial Data Schedule (for SEC purposes only).
27.4 Third quarter 1997 restated Financial Data Schedule (for
SEC purposes only).
27.5 Second quarter 1997 restated Financial Data Schedule (for
SEC purposes only).
27.6 First quarter 1997 restated Financial Data Schedule (for SEC
purposes only).
27.7 Third quarter 1996 restated Financial Data Schedule (for SEC
purposes only).
27.8 Second quarter 1996 restated Financial Data Schedule (for SEC
purposes only).
27.9 First quarter 1996 restated Financial Data Schedule (for SEC
purposes only).
99.1 Opinion of KPMG Peat Marwick LLP, Independent Accountants, on
the financial statements of Central Fidelity National Bank and
subsidiaries, a wholly-owned subsidiary of Wachovia
Corporation.
99.2 Opinion of KPMG Peat Marwick LLP, Independent Accountants, on
the financial statements of Central Fidelity Banks, Inc. and
subsidiaries.
* Incorporated by reference.
12