As filed with the Securities and Exchange Commission on August 3, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-0898180
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
First Union Corporation
1994 Employee Stock Purchase Plan
(Full title of the plan)
Marion A. Cowell, Jr., Esq.
Executive Vice President, Secretary and General Counsel
First Union Corporation
One First Union Center
Charlotte, North Carolina 28288-0013
(Name and address of agent for service)
(704) 374-6828
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share (1) offering price (1) fee (1)
<S> <C> <C> <C> <C>
Common Stock (including 3,000,000 shs. $45.125 $135,375,000 $46,682
rights to purchase shares
of Common Stock or junior
participating Class A
Preferred Stock)
</TABLE>
(1) Pursuant to Rule 457(c) and (h) (1) the registration fee is being computed
based upon $45.125, the average of the high and low prices reported on the
New York Stock Exchange on August 2, 1994.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this Registration Statement:
(a) the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1993; and
(b) the Corporation's Quarterly Report on Form 10-Q for the
period ended March 31, 1994.
In addition, all documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock issuable under
the Plan have been passed upon for the Corporation by Marion A.
Cowell, Jr., Esq., Executive Vice President, Secretary and
General Counsel of the Corporation. Mr. Cowell owns shares of
Common Stock and holds options to purchase additional shares of
Common Stock.
The consolidated balance sheets of the Corporation as of
December 31, 1993 and l992, and the related consolidated
statements of income, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended
December 31, 1993, included in the Corporation's 1993 Annual
Report to Stockholders which is incorporated by reference in the
Corporation's 1993 Annual Report on Form 10-K and incorporated
herein by reference, have been incorporated herein in reliance
upon the report of KPMG Peat Marwick, independent certified
public accountants, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act contain specific provisions relating to
indemnification of directors and officers of North Carolina
corporations. In general, the statute provides that (i) a
corporation must indemnify a director or officer who is wholly
successful in his defense of a proceeding to which he is a party
because of his status as such, unless limited by the articles of
incorporation, and (ii) a corporation may indemnify a director or
officer if he is not wholly successful in such defense, if it is
determined as provided in the statute that the director or
2
<PAGE>
officer meets a certain standard of conduct, provided when a
director or officer is liable to the corporation, the corporation
may not indemnify him. The statute also permits a director or
officer of a corporation who is a party to a proceeding to apply
to the courts for indemnification, unless the articles of
incorporation provide otherwise, and the court may order
indemnification under certain circumstances set forth in the
statute.
The statute further provides that a corporation may in its
articles of incorporation or bylaws or by contract or resolution
provide indemnification in addition to that provided by the
statute, subject to certain conditions set forth in the statute.
The Corporation's By-laws provide for the indemnification of
the Corporation's directors and executive officers by the
Corporation against liabilities arising out of his status as
such, excluding any liability relating to activities which were
at the time taken known or believed by such person to be clearly
in conflict with the best interests of the Corporation.
The Corporation's Articles of Incorporation provide for the
elimination of the personal liability of each director of the
Corporation to the fullest extent permitted by the provisions of
the North Carolina Business Corporation Act, as the same may from
time to time be in effect.
The Corporation maintains directors and officers liability
insurance, which provides coverage of up to $80,000,000, subject
to certain deductible amounts. In general, the policy insures
(i) the Corporation's directors and officers against loss by
reason of any of their wrongful acts, and/or (ii) the Corporation
against loss arising from claims against the directors and
officers by reason of their wrongful acts, all subject to the
terms and conditions contained in the policy.
3
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
(3)(i) -Articles of Incorporation of the Corporation, as
amended. (Incorporated by reference to Exhibit
(4) to the Corporation's 1990 First Quarter Report
on Form 10-Q and to Exhibit (99)(a) to the
Corporation's 1993 First Quarter Report on Form
10-Q.)
(3)(ii) -By-laws of the Corporation, as amended.
(Incorporated by reference to Exhibit (4)(b) to
the Corporation's Form 8-K dated September 20,
1991.)
(4)(a) -Statement of Classification of Shares creating
the Corporation's Series 1990 Preferred Stock.
(Incorporated by reference to Exhibit (3)(c) to
the Corporation's Registration Statement No. 33-
42865.)
(4)(b) -Shareholder Protection Rights Agreement, as
amended. (Incorporated by reference to Exhibits
(4)(b) to the Corporation's Forms 8-K dated
December 18, 1990 and October 20, 1992.)
(4)(c) -All instruments defining the rights of holders of
long-term debt of the Corporation and its
subsidiaries. (Not filed pursuant to (4)(iii) of
Item 601(b) of Regulation S-K; to be furnished
upon request of the Commission.)
(5) -Opinion of Marion A. Cowell, Jr., Esq.
(23)(a) -Consent of KPMG Peat Marwick.
(23)(b) -Consent of Marion A. Cowell, Jr., Esq. (Included
in Exhibit (5).)
(24) -Power of Attorney.
(99) -Copy of the Plan.
Item 9. Undertakings.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
4
<PAGE>
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
5
<PAGE>
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
6
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1993, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Charlotte, State of North Carolina, on August 3,
1994.
FIRST UNION CORPORATION
By: /s/Kent S. Hathaway
Kent S. Hathaway
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.
Edward E. Crutchfield, Jr.* Chairman and Chief
Edward E. Crutchfield, Jr. Executive Officer and
Director
Robert T. Atwood * Executive Vice President
Robert T. Atwood and Chief Financial
Officer
James H. Hatch * Senior Vice President and
James H. Hatch Corporate Controller
(Principal Accounting
Officer)
G. Alex Bernhardt* Director
G. Alex Bernhardt
W. Waldo Bradley * Director
W. Waldo Bradley
Robert J. Brown * Director
Robert J. Brown
Robert D. Davis * Director
Robert D. Davis
R. Stuart Dickson * Director
R. Stuart Dickson
7
<PAGE>
B. F. Dolan* Director
B. F. Dolan
Roddey Dowd, Sr.* Director
Roddey Dowd, Sr.
John R. Georgius * Director
John R. Georgius
William N. Goodwin, Jr. * Director
William N. Goodwin, Jr.
Brenton S. Halsey * Director
Brenton S. Halsey
Howard H. Haworth * Director
Howard H. Haworth
Torrence E. Hemby, Jr. * Director
Torrence E. Hemby, Jr.
Leonard G. Herring * Director
Leonard G. Herring
Jack A. Laughery * Director
Jack A. Laughery
Max Lennon * Director
Max Lennon
Radford D. Lovett * Director
Radford D. Lovett
Henry D. Perry, Jr. * Director
Henry D. Perry, Jr.
Randolph N. Reynolds * Director
Randolph N. Reynolds
Ruth G. Shaw * Director
Ruth G. Shaw
8
<PAGE>
Lanty L. Smith * Director
Lanty L. Smith
Dewey L. Trogdon * Director
Dewey L. Trogdon
John D. Uible * Director
John D. Uible
B.J. Walker * Director
B.J. Walker
Kenneth G. Younger * Director
Kenneth G. Younger
*By Kent S. Hathaway, Attorney-in-Fact
/s/ Kent S. Hathaway
Kent S. Hathaway
Date: August 3, 1994
9
<PAGE>
EXHIBIT INDEX
Number Description Location
(3)(i) -Articles of Incorporation Incorporated by
of the Corporation, as amended. reference to Exhibit (4)
to the Corporation's 1990
First Quarter Report on
Form 10-Q and to Exhibit
(99)(a) to the
Corporation's 1993 First
Quarter Report on Form 10-
Q.
(3)(ii) -By-laws of the Corporation, Incorporated by
as amended. reference to Exhibit
(4)(b) to the
Corporation's Form 8-K
dated September 20, 1991.
(4)(a) -Statement of Classification of Incorporated by
Shares creating the reference to Exhibit
Corporation's Series 1990 (3)(c) to the
Preferred Stock. Corporation's
Registration Statement No.
33-42865.
(4)(b) -Shareholder Protection Rights Incorporated by
Agreement, as amended. reference to Exhibits
(4)(b) to the
Corporation's Forms 8-K
dated December 18, 1990
and October 20, 1992.
(4)(c) -All instruments defining the Not filed pursuant to
rights of holders of long-term (4)(iii) of Item 602(b)
debt of the Corporation and its of Regulation S-K; to be
subsidiaries. furnished upon request of
the Commission.
(5) -Opinion of Marion A. Cowell, Filed herewith.
Jr., Esq.
(23)(a) -Consent of KPMG Peat Marwick. Filed herewith.
(23)(b) -Consent of Marion A. Cowell, Included in Exhibit (5).
Jr., Esq.
(24) -Power of Attorney. Filed herewith.
(99) -Copy of the Plan. Filed herewith.
10
Exhibit (5)
August 3, 1994
Board of Directors
First Union Corporation
Charlotte, North Carolina 28288
Ladies and Gentlemen:
I have acted as counsel for First Union Corporation (the
"Corporation") in connection with the registration on Form S-8 of
3,000,000 shares of the Corporation's Common Stock under the
Securities Act of 1933 (the "Registration Statement"), including
rights attached thereto to purchase shares of Common Stock or
junior participating Class A Preferred Stock pursuant to the
Corporation's Shareholder Protection Rights Plan (collectively,
the "Shares"), that are issuable under the Corporation's 1994
Employee Stock Purchase Plan (the "Plan").
On the basis of such investigation as I deemed necessary, I
am of the opinion that:
1. the Corporation has been duly incorporated and is
validly existing under the laws of the State of North
Carolina; and
2. the Shares have been duly authorized and, when the
Registration Statement has become effective under the
Securities Act of 1933 and the Shares have been duly
issued and sold under the Plan, the Shares will be
validly issued by the Corporation, fully paid and
nonassessable.
I hereby consent to the use of my name under Item 5 in Part
II of the Registration Statement and to the filing of this
opinion as an Exhibit of the Registration Statement.
Very truly yours,
Marion A. Cowell, Jr.
Exhibit (23)(a)
CONSENT OF KPMG PEAT MARWICK
Board of Directors
First Union Corporation
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of First Union Corporation of
our report on the consolidated financial statements included in
the 1993 Annual Report to Stockholders which is incorporated by
reference in the 1993 Form 10-K of First Union Corporation and to
the reference to our firm under the heading "Interests of Named
Experts and Counsel" in this Registration Statement on Form S-8.
KPMG PEAT MARWICK
Charlotte, North Carolina
August 3, 1994
Exhibit (24)
FIRST UNION CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned
directors and officers of FIRST UNION CORPORATION (the
"Corporation") hereby constitute and appoint Marion A. Cowell,
Jr. and Kent S. Hathaway, and each of them severally, the true
and lawful agents and attorneys-in-fact of the undersigned with
full power and authority in said agents and attorneys-in-fact,
and in any one of them, to sign for the undersigned and in their
respective names as directors and officers of the Corporation, a
Registration Statement on Form S-8 relating to the issuance under
the Corporation's 1994 Employee Stock Purchase Plan of up to
4,000,000 shares of Common Stock of the Corporation, together
with the rights attached thereto, to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, and to sign any and all amendments to such Registration
Statement.
Signature Capacity
/s/ Edward E. Crutchfield, Jr. Chairman and Chief
Edward E. Crutchfield, Jr. Executive Officer and
Director
/s/ Robert T. Atwood Executive Vice President
Robert T. Atwood and Chief Financial
Officer
/s/ James H. Hatch Senior Vice President and
James H. Hatch Corporate Controller
(Principal Accounting
Officer)
/s/ G. Alex Bernhardt Director
G. Alex Bernhardt
/s/ W. Waldo Bradley Director
W. Waldo Bradley
/s/ Robert J. Brown Director
Robert J. Brown
/s/ Robert D. Davis Director
Robert D. Davis
<PAGE>
/s/ R. Stuart Dickson Director
R. Stuart Dickson
/s/ B.F. Dolan Director
B. F. Dolan
/s/ Roddey Dowd, Sr. Director
Roddey Dowd, Sr.
/s/ John R. Georgius Director
John R. Georgius
/s/ William N. Goodwin, Jr. Director
William N. Goodwin, Jr.
/s/ Brenton S. Halsey Director
Brenton S. Halsey
/s/ Howard H. Haworth Director
Howard H. Haworth
/s/ Torrence E. Hemby, Jr. Director
Torrence E. Hemby, Jr.
/s/ Leonard G. Herring Director
Leonard G. Herring
/s/ Jack A. Laughery Director
Jack A. Laughery
/s/ Max Lennon Director
Max Lennon
/s/ Radford D. Lovett Director
Radford D. Lovett
/s/ Henry D. Perry, Jr. Director
Henry D. Perry, Jr.
/s/ Randolph N. Reynolds Director
Randolph N. Reynolds
/s/ Ruth G. Shaw Director
Ruth G. Shaw
2
<PAGE>
/s/ Lanty L. Smith Director
Lanty L. Smith
/s/ Dewey L. Trogdon Director
Dewey L. Trogdon
/s/ John D. Uible Director
John D. Uible
/s/ B.J. Walker Director
B.J. Walker
/s/ Kenneth G. Younger Director
Kenneth G. Younger
February 15, 1994
Charlotte, NC
3
Exhibit (99)
FIRST UNION CORPORATION
1994 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
The Purpose of the First Union Corporation 1994 Employee
Stock Purchase Plan (the "Plan") is to encourage ownership of the
Common Stock, $3.33 1/3 par value per share (the "Common Stock"),
of First Union Corporation (the "Corporation") by employees of
the Corporation and its subsidiaries and to encourage them to
remain so employed through the opportunity to share, by means of
the proprietary interests created by the Plan, in the increased
value of the Corporation's Common Stock to which such employees
have contributed. It is further intended that options granted
pursuant to the Plan shall constitute options granted pursuant to
an "employee stock purchase plan" within the meaning of Section
423 of the Internal Revenue Code.
2. Stock to be Issued Under the Plan.
The stock subject to options granted under the Plan shall be
the Common Stock. The maximum number of shares of Common Stock
issuable upon the exercise of options granted under the Plan is
4,000,000 shares (subject to adjustment as provided in Paragraph
6 hereof).
3. Administration.
The Plan shall be administered by the Human Resources
Committee of the Board of Directors of the Corporation (the
"Committee"). The Committee shall consist of not less than three
members of the Corporation's Board of Directors. The Board of
Directors may from time to time remove members from, or add
members to, the Committee. Vacancies on the Committee, howsoever
caused, shall be filled by the Board of Directors. Acts of a
majority of the Committee at which a quorum is present or acts
reduced to or approved in writing by a majority of the members of
the Committee shall be valid acts of the Committee.
Interpretation and construction by the Committee of any
provisions of the Plan or of any option granted hereunder shall
be final. No member of the Board of Directors or the Committee
shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted hereunder.
The granting of an option pursuant to the Plan shall not
constitute an agreement or an understanding, expressed or
implied, on the part of the Corporation or any subsidiary to
employ the optionee for any specified period.
4. Eligibility and Granting of Options.
<PAGE>
A. Eligible Employees.
Every employee of the Corporation or its subsidiaries who
satisfies the following conditions shall be eligible to receive
an option under the Plan:
(i) the employee's most recent hire date is on or before
August 2, 1993; and
(ii) the employee was actively employed by the Corporation
or
its subsidiaries on August 1, 1994, or on a leave of
absence on such date that commenced on or after
December 1, 1993.
For purposes of the Plan, the term "employee" does not
include any person whose scheduled employment is less than 20
hours per week or less than five months in any calendar year.
All employees granted options shall have the same rights and
privileges, except that the number of shares which may be
purchased will be as determined under this Paragraph 4 and as
limited by Paragraph 5 hereof.
B. Granting of Options.
Each eligible employee (an "Optionee") shall receive an
option to purchase one share of Common Stock for each full $250
of his annual rate of compensation, as reflected on the corporate
payroll system on July 29, 1994. The term "compensation" as used
herein is defined as regular fixed basic compensation, including
amounts contributed by the employee under a compensation
reduction election under the Corporation's Savings Plan or the
Corporation's Flexible Compensation Plan, and amounts of deferred
salary under the Corporation's Deferred Compensation Plan. For
employees in certain job classifications, compensation is defined
as the greater of the salary grade midpoint, or the actual base
salary paid, for the position held, as of July 29, 1994, prorated
for scheduled hours. Compensation does not include any bonus,
overtime payment, contribution to an employee benefit plan or
other similar payment or contribution, except as provided above.
Notwithstanding the foregoing provisions of the Plan, no
employee of the Corporation or its subsidiaries shall be
permitted to purchase Common Stock under all employee stock
purchase plans of his employer corporation and its related
corporations at a rate which exceeds $25,000 in fair market value
of such Common Stock (determined at the time the option is
granted) for each calendar year in which any such option granted
to such individual is outstanding at any time. This limitation
applies only to options granted under "employee stock purchase
plans" as defined by Section 423 of the Internal Revenue Code and
does not limit the amount of Common Stock which an Optionee may
purchase under any other stock or bonus plans then in effect.
C. Certain Shareholders Excluded.
<PAGE>
In no event may an employee be granted an option if such
employee, immediately after the option is granted, owns stock
possessing 5% or more of the total combined voting power or value
of all classes of stock of the employer corporation or its parent
or subsidiary corporation (as the "parent corporation" and
"subsidiary corporation" are defined in Section 424(e) and (f) of
the Internal Revenue Code) issued and outstanding immediately
after the option is granted. For purposes of determining stock
ownership under this paragraph, the rules of Section 424(d) of
the Internal Revenue Code shall apply and stock which the
employee may purchase under outstanding options shall be treated
as stock owned by the employee.
5. Terms and Conditions of Options.
Options shall be deemed to have been granted hereunder upon
the mailing by the Corporation of a Notice of Grant of Option
form to each Optionee, which Notice shall (i) be in such form as
the Committee shall determine, (ii) incorporate by reference the
terms and provisions of the Plan, and (iii) be sent to each
Optionee as soon as practicable after August 1, 1994 (the "Option
Date").
Options granted hereunder shall be subject to the following
terms and conditions:
A. Option Price.
The option or purchase price of each share of Common
Stock optioned under the Plan shall be as follows:
(i) for options exercised between the Option Date and June
28, 1996 inclusive, the option price per share shall be
85% of the fair market value of the Common Stock on the
Option Date, rounded to the nearest cent; and
(ii) for options exercised on June 28, 1996 (the "Final
Purchase Date") the option price per share shall be
equal to the lesser of:
(a) the option price per share determined under the
preceding subparagraph (i); and
(b) 85% of the fair market value of the Common Stock
on the Final Purchase Date, rounded to the nearest
cent.
Fair market value shall be the last reported sale price
per share on the New York Stock Exchange for that day, or, if
there was not a sale that day, the last reported sale price per
share on the last business day prior to such date on which there
was a sale.
B. Term of Options.
Except as otherwise provided below, the term of each
option shall expire on the Final Purchase Date.
<PAGE>
C. Purchase Savings Account.
On or before September 22, 1994, each Optionee desiring
to purchase all or any part of his optioned shares through
payroll deductions may authorize the Corporation and its
subsidiaries on the Notice of Grant of Option form to
withhold from his semi-monthly compensation, commencing on
October 14, 1994, and thereafter throughout the 21-month
period ending on the Final Purchase Date (the "Purchase
Period"), amounts intended to be sufficient to accumulate
(with allowance for interest as provided for hereunder) the
aggregate purchase price of all or any part of his optioned
shares. The Optionee shall direct the Corporation to
deposit such withheld amounts in a savings account (a
"Purchase Savings Account") at First Union National Bank of
North Carolina (the "Bank"). The funds so accumulated in
the Purchase Savings Account may be withdrawn or applied
toward the purchase price of all or any part of his optioned
shares only pursuant to the provisions contained in the
Plan.
In addition to the foregoing, each Optionee shall have
the right to commence such payroll deductions subsequent to
October 14, 1994, to change the amount of such payroll
deductions or to stop such payroll deductions, by providing
written notice thereof delivered in the manner set forth in
Paragraph 13 hereof. The requested action shall be
effective as of the first payroll period following 20 days
after receipt of the requested action.
D. Interest Payable on the Purchase Savings Account.
The Bank shall pay interest on the Purchase Savings
Accounts on the same basis as paid by the Bank on the type
of savings account involved.
E. Date on Which Options May Be Exercised.
Except as provided in subsections (G) and (I) of this
Paragraph 5, each option shall only be exercisable on the
Final Purchase Date.
F. Manner of Exercising Options on the Final Purchase
Date.
Except as provided in subsections (G) and (I) of this
Paragraph 5, each Optionee shall notify the Corporation, in
such manner and at such time as the Corporation shall
determine, of his election to either (i) exercise his option
to purchase all or any part of his optioned shares not
previously purchased or forfeited, or, in lieu thereof, (ii)
decline to so exercise his option, which election in either
event, shall be effective as of the Final Purchase Date.
Should the Optionee fail to deliver the notification
referred to in this subsection (F), such failure shall be
<PAGE>
deemed an election by the Optionee to decline to exercise
his option.
G. Exercise of Options Prior to the Final Purchase Date.
In addition to the election to purchase all or any part
of his optioned shares on the Final Purchase Date, each
Optionee may exercise his option to purchase all or any part
of his optioned shares not previously purchased or
forfeited, as of the first business day of any calendar
month during the Purchase Period, beginning November 1,
1994, by giving written notice of such election by the 25th
day of the month prior to the first business day of the
following month; provided, however, that such election may
only be made once during the Purchase Period.
In addition to the election to purchase all or any part
of his optioned shares during the Purchase Period and on the
Final Purchase Date as indicated above, an Optionee may also
elect to purchase all or any part of his optioned shares on
October 3, 1994, in which case he must properly complete and
return the Notice of Grant of Option form and remit the full
purchase price of such shares by September 22, 1994.
H. Closing of Purchase Savings Accounts.
An Optionee who has a Purchase Savings Account may at
any time on or before the Final Purchase Date close such
Purchase Savings Account by written notice of such closing
delivered in the manner set forth in Paragraph 13 hereof.
Following receipt of such notice, all funds, including
interest, then on deposit in such Purchase Savings Account
shall be paid to the Optionee within 30 days after the end
of the month in which the notice is presented and the
Purchase Savings Account closed.
I. Termination of Employment.
In the event that an Optionee's employment by the
Corporation or any subsidiary shall terminate during the
term of his option, the Optionee shall have the right not
later than the 25th day of the month after the end of the
month in which such termination occurs (unless the Final
Purchase Date shall first occur, in which event such right
to be exercised only on or prior to the Final Purchase Date)
to exercise his option to purchase all or any part of his
optioned shares not previously purchased or forfeited;
provided, however, if the Optionee shall retire or die while
in the employment of the Corporation or any subsidiary
during the term of his option, he or his personal
representative or beneficiary (as designated for the
Corporation's Basic Life Insurance benefit plan), as
applicable, shall continue to have the right until the Final
Purchase Date to exercise his or the deceased's option to
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purchase all or any part of the optioned shares not
previously purchased or forfeited.
An Optionee, or his personal representative or
beneficiary, as applicable, shall exercise his option
pursuant to the foregoing paragraph by giving written notice
of such exercise, by the 25th day of the month prior to the
last day on which such option may be exercised. If the
Optionee, or his personal representative or beneficiary, as
applicable, fails to exercise his option as aforesaid and
the Optionee has a Purchase Savings Account, the Optionee,
or his personal representative or beneficiary, as
applicable, shall be paid all funds, including interest,
then on deposit in such Purchase Savings Account and the
Purchase Savings Account closed.
J. Assignability.
No option granted hereunder shall be assignable or
transferable except by will or by the laws of descent and
distribution, and shall be exercisable, during the lifetime
of Optionee, only by the Optionee.
K. Additional Funds; Excess Funds.
In the event the Optionee (or his personal
representative or beneficiary, as applicable) exercises his
option as hereinabove provided in this Paragraph 5, in
addition to the payment to the Corporation of any funds then
on deposit in any Purchase Savings Account, including
interest, the Optionee (or his personal representative or
beneficiary, as applicable) shall pay to the Corporation on
or before the date such shares are to be purchased, or such
earlier date as may be indicated above, such funds or
additional funds, if any, as may be necessary to equal the
purchase price of the shares issuable pursuant to such
exercise. Any excess of funds over such purchase price in
any Purchase Savings Account shall be paid to the Optionee
(or his personal representative or beneficiary, as
applicable) within 30 days after the date such shares are
purchased, provided the Optionee has no remaining optioned
shares, and any such Purchase Savings Account closed.
6. Adjustment of Options.
In the event of reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger,
consolidation (provided the Corporation shall be the surviving or
resulting corporation in any such merger or consolidation),
offering of rights, or any other change in the structure of
shares of the Common Stock, the Committee may make such
adjustment, if any, as the Committee may deem appropriate in the
number, kind and the price of shares available for purchase under
the Plan; provided, however, that any fractional shares resulting
from any such adjustment shall be eliminated; and provided,
further, that options granted pursuant to the Plan shall not be
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adjusted in a manner that causes the options to fail to continue
to qualify as options issued pursuant to an "employee stock
purchase plan" within the meaning of Section 423 of the Internal
Revenue Code; and provided, further, that in the event of a
dissolution or liquidation of the Corporation, or a merger or
consolidation in which the Corporation is not the surviving or
resulting corporation, then, in such event, all rights
theretofore granted to Optionees pursuant to the terms of the
Plan shall terminate.
The grant of an option pursuant to the Plan shall not affect
in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes in its
capital or business structure, or to merge or consolidate, or to
dissolve, liquidate or sell, or transfer all or any part of its
business or assets.
7. Rights as a Shareholder.
No Optionee shall have any rights as a shareholder until
full payment has been made for shares purchased by such Optionee
hereunder and a stock certificate therefore actually issued to
such Optionee. No adjustment will be made for dividends or other
rights as to which the record date is prior to the date of such
issuance, except as may otherwise be determined by the Committee,
in its sole discretion, in the event that a dividend is payable
during the final month of the Plan.
8. Other Regulatory Actions.
Prior to the offering of any shares under the Plan, the
Corporation shall effect a registration of the offering of the
shares issuable under the Plan in accordance with the
requirements of the Securities Act of 1933 and other applicable
securities laws. The expense of such registration will be borne
by the Corporation.
9. Amendments.
The Board of Directors, excluding directors who are eligible
to participate in the Plan, upon recommendation of the Committee,
may, from time to time, amend, modify, suspend or discontinue the
Plan at any time without notice, provided that no Optionee's
existing rights are adversely affected thereby; and, provided,
further, upon any such amendment or modification, all Optionees
shall continue to have the same rights and privileges (except as
otherwise provided for in Paragraph 4 hereof); and, provided
further, that no such amendment of the Plan shall, except as
provided in Paragraph 6 hereof (i) increase above 4,000,000 the
maximum number of shares to be offered, (ii) change the formula
by which the price for which the Common Stock shall be sold is
determined, or (iii) increase the maximum number of shares which
any Optionee may purchase.
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10. Application of Funds.
The proceeds received by the Corporation from the sale of
Common Stock pursuant to options granted under the Plan will be
used for general corporate purposes.
11. No Obligation to Purchase Shares.
The granting of an option pursuant to the Plan shall impose
no obligation upon the Optionee to purchase any shares covered by
such option.
12. Term of the Plan.
The term of the Plan shall be for a period commencing on the
Option Date and ending on the Final Purchase Date.
13. Notices.
Any notice which the Corporation or Optionee may be required
or permitted to give to each other shall be in writing and may be
delivered personally or by mail, postage prepaid, addressed as
follows: if to the Corporation, First Union Corporation, Employee
Benefits, One First Union Center, Charlotte, North Carolina
28288-0956, or at such other address as the Corporation, by
notice to the Optionee, may designate in writing from time to
time; and if to the Optionee, at his address as shown on the
corporate payroll system.
14. Governing Law.
The Plan and all options granted hereunder shall be
construed in accordance with and governed by the laws of the
State of North Carolina.
15. Effectiveness of the Plan.
The Plan shall become effective following adoption by a
majority of the Board of Directors of the Corporation and by a
majority of the holders of the outstanding shares of Common Stock
entitled to vote at a meeting of such holders.
