As filed with the Securities and Exchange Commission on July 7, 1995
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 6711 56-0898180
(State or other jurisdiction of (Primary standard (I.R.S. employer
incorporation or organization) industrial classification identification No.)
code number)
One First Union Center
Charlotte, North Carolina 28288-0013
(704)374-6565
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
First Union Corporation
Elective Deferral 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
(704)374-6828
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum
Title of securities Amount to be Proposed maximum aggregate offering Amount of
to be registered registered (1) offering price per unit price registration fee
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations $50,000,000 (1) 100% $ 50,000,000 (2) $ 17,242
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of
First Union Corporation to pay deferred compensation in the future in
accordance with the terms of the First Union Corporation Elective
Deferral Plan.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of calculating
the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by First Union Corporation
(the "Company" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 (as amended by Form 10-Q/A dated May 16, 1995); and
(c) The Company's Current Reports on Form 8-K dated January 13,
1995, June 19, 1995, June 20, 1995, June 21, 1995, and June 30, 1995.
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment hereto which indicates
that all the securities offered hereby have been sold or which
deregisters all the 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 4. Description of Securities.
Under the First Union Corporation Elective Deferral Plan (the
"Plan"), the Company will provide eligible employees of the Company and
its affiliates with the opportunity to elect to defer a specified
percentage of their future cash compensation. The obligations of the
Company under the Plan (the "Obligations") will be unsecured general
obligations of the Company to pay the compensation deferred in
accordance with the terms of the Plan, and will rank equally with other
unsecured and unsubordinated indebtedness of the Company from time to
time outstanding. Because the Company is a holding company, the right
of the Company, hence the right of creditors of the Company (including
participants in the Plan) to participate in a distribution of the assets
of a subsidiary upon its liquidation or reorganization or otherwise,
necessarily is subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of the Company itself as a
creditor may be recognized.
The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Plan based
on elections by the participant. Each Deferral Account generally will
be payable on a date selected by the participant in accordance with the
terms of the Plan. The Deferral Account will be indexed to one or more
investment options (which, among others, include one or more mutual
funds) chosen by each participant from a list of such investment
options. Each Deferral Account will be adjusted to reflect the
investment experience of the selected investment option or options,
including any appreciation or depreciation. The Obligations will be
denominated and payable in United States dollars.
A participant's right or the right of any other person to the
Deferral Account cannot be assigned, alienated, sold, garnished,
transferred, pledged or encumbered.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participant, at
the option of the Company, or through operation of a mandatory or
optional sinking fund or analogous provision. The Company reserves the
right to amend or terminate the Plan at any time, except that no such
amendment or termination shall adversely affect the right of a
participant to the balance of his or her Deferred Account as of the date
of such amendment or termination.
The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the
Company. No trustee has been appointed having the authority to take
action with respect to the Obligations, and each participant will be
responsible for acting independently with respect to, among other
things, the giving of notices, responding to any request for consent,
waivers, or amendments pertaining to the Obligations, enforcing
covenants, and taking action upon a default.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the Obligations issuable under the Plan has been
passed upon for the Company by Marion A. Cowell, Jr., Esq., Executive
Vice President, Secretary and General Counsel of the Company. Mr.
Cowell owns shares of the Company's common stock and holds options to
purchase additional shares of common stock.
Item 6. Indemnification of Directors and Officers.
Section 55-2-02 of the North Carolina Business Corporation Act (the
"Business Corporation Act") enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions, the
personal liability of a director for monetary damages for breach of duty
as a director. No such provision is effective to eliminate or limit a
director's liability for (i) acts or omissions that the director at the
time of the breach knew or believed to be clearly in conflict with the
best interests of the corporation, (ii) improper distributions described
in Section 55-8-33 of the Business Corporation Act, (iii) any
transaction from which the director derived an improper personal
benefit, or (iv) acts or omissions occurring prior to the date the
exculpatory provision became effective. The Company's Articles of
Incorporation, as amended, limit the personal liability of its directors
to the fullest extent permitted by the Business Corporation Act.
Sections 55-8-50 through 55-8-58 of the Business Corporation Act
permit a corporation to indemnify its directors and officers under
either or both a statutory or nonstatutory scheme of indemnification.
Under the statutory scheme, a corporation may, with certain exceptions,
indemnify a director or officer of the corporation who was, is, or is
threatened to be made, a party to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal,
administrative, or investigative, because of the fact that such person
was a director or officer of the corporation, or is or was serving at
the request of such corporation as a director, officer, agent, or
employee of another corporation or enterprise. This indemnity may
include the obligation to pay any judgment, settlement, penalty, fine
(including an excise tax assessed with respect to an employee benefit
plan) and reasonable expenses, including attorneys' fees, incurred in
connection with a proceeding; provided that no such indemnification may
be granted unless such director or officer (i) conducted himself or
herself in good faith, (ii) reasonably believed that (A) any action
taken in his or her official capacity with the corporation was in the
best interests of the corporation, and (B) in all other cases, his or
her conduct was at least not opposed to the corporation's best interest,
and (iii) in the case of any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In accordance with
Section 55-8-55 of the Business Corporation Act, the determination of
whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is made by the board of
directors, a committee of directors, special legal counsel, or the
shareholders. A corporation may not indemnify a director under the
statutory scheme in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable on the basis
of having received an improper personal benefit.
In addition to, and notwithstanding the conditions of and
limitations on indemnification described above under the statutory
scheme, Section 55-8-57 of the Business Corporation Act permits a
corporation in its articles of incorporation or bylaws or by contract or
resolution to indemnify or agree to indemnify any of its directors or
officers against liability and expenses, including attorneys' fees, in
any proceeding (including proceedings brought by or on behalf of the
corporation) arising out of their status as such or their activities in
such capacities, except for any liabilities or expenses incurred on
account of activities that were, at the time taken, known or believed by
the person to be clearly in conflict with the best interest of the
corporation. Pursuant to this nonstatutory scheme, the Company's Bylaws
provide for indemnification of the Company's directors, officers who are
directors, and such other officers of the Company as are designated from
time to time by the Company's Board of Directors, provided such persons
have not engaged in activities known or which reasonably should have
been known to be clearly in conflict with the Company's best interests.
Sections 55-8-52 and 55-8-56 of the Business Corporation Act
require a corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or officer who has been wholly
successful on the merits or otherwise in the defense of any proceeding
to which such director or officer was, or was threatened to be made, a
party. Unless prohibited by the articles of incorporation, a director
or officer also may make application and obtain court-ordered
indemnification if the court determines that such director or officer is
fairly and reasonably entitled to such indemnification in view of all
the relevant circumstances as provided in Sections 55-8-54 and 55-8-56
of the Business Corporation Act.
Section 55-8-57 of the Business Corporation Act authorizes a
corporation to purchase and maintain insurance on behalf of an
individual who is or was a director or officer of the corporation
against certain liabilities incurred by such persons, whether or not the
corporation is otherwise authorized by the Business Corporation Act to
indemnify such party. The Company's directors and officers currently
are covered by a directors' and officers' insurance policy, which policy
indemnifies such persons against
<PAGE>
certain liabilities arising from acts or omissions in the discharge of
their duties. The policy provides coverage of $80 million, subject to
certain deductible amounts, for such liabilities.
Item 8. Exhibits.
Exhibit No. Description of Document
4 First Union Corporation Elective Deferral Plan.
5 Opinion of Marion A. Cowell, Jr., Esq.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Marion A. Cowell, Jr., Esq. (Included in the
opinion filed as Exhibit No. 5).
24 Power of Attorney.
27 The Company's Financial Data Schedules. (Incorporated by
reference to Exhibit (27) to the Company's 1995 First
Quarter Report on Form 10-Q).
Item 9. Undertakings.
(a) The 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 to include any material information with respect to the
plan of distribution previously not disclosed in this Registration
Statement or any material change to such information in this
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) The 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 that is incorporated by reference in this 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.
(c) 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
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 July 5, 1995.
FIRST UNION CORPORATION
By: /s/ Marion A. Cowell, Jr.
Marion A. Cowell, Jr.
Executive Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act, this
Registrant Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title
Edward E. Crutchfield* Chairman, Chief Executive Officer
Edward E. Crutchfield
Robert T. Atwood* Executive Vice President and
Robert T. Atwood 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
B. F. Dolan* Director
B. F. Dolan
Roddey Dowd, Sr.* Director
Roddey Dowd, Sr.
<PAGE>
Signature Title
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
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
Lanty L. Smith* Director
Lanty L. Smith
Dewey L. Trogdon* Director
Dewey L. Trogdon
John D. Uible* Director
John D. Uible
<PAGE>
Signature Title
B. J. Walker* Director
B. J. Walker
Kenneth G. Younger* Director
Kenneth G. Younger
* By Marion A. Cowell, Jr., Attorney-in-Fact
/s/ Marion A. Cowell
Marion A. Cowell, Jr.
Date: July 5, 1995
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Document Location
<S> <C> <C>
4 First Union Corporation Elective Deferral Plan. Filed herewith.
5 Opinion of Marion A. Cowell, Jr., Esq. Filed herewith.
23.1 Consent of KPMG Peat Marwick LLP. Filed herewith.
23.2 Consent of KPMG Peat Marwick LLP. Filed herewith.
23.3 Consent of Marion A. Cowell, Jr. Esq. Included in the opinion filed as Exhibit No. 5.
24 Power of Attorney. Filed herewith.
27 The Company's Financial Data Schedules. Incorporated by reference to Exhibit (27) to the
Company's 1995 First Quarter Report on Form 10-Q.
</TABLE>
EXHIBIT 4
FIRST UNION CORPORATION ELECTIVE DEFERRAL PLAN
<PAGE>
FIRST UNION CORPORATION
ELECTIVE DEFERRAL PLAN
(Effective July 1, 1995)
<PAGE>
TABLE OF CONTENTS
Section Subsection Page
1 Establishment and Purpose
1.1 Establishment 1
1.2 Purpose 1
1.3 Application of Plan 1
2 Definitions
2.1 Definitions 1
3 Eligibility for Participation
3.1 Eligibility 4
4 Election to Defer
4.1 Election to Participate 5
5 Deferral Accounts
5.1 Deferral Accounts 6
5.2 Other Benefits Plans Equivalent 6
5.3 Charge Against Account 7
5.4 Statement of Accounts 7
6 Benefits
6.1 Retirement Benefit 7
6.2 Disability 8
6.3 Termination Benefit 8
6.4 Survivor Benefits 10
6.5 Financial Hardship Distribution 10
6.6 Scheduled Distributions 11
6.7 Small Benefit 12
6.8 Withholding; Payroll Taxes 12
7 Beneficiary Designation
7.1 Beneficiary Designation 12
8 Administration of the Plan
8.1 Administration 13
9 Nature of Company's Obligation
9.1 No Trust 13
9.2 Nature of Participant's Rights and
Interests 13
-i-
<PAGE>
10 Miscellaneous
10.1 Nonassignability 14
10.2 Employment Not Guaranteed 14
10.3 Amendment or Termination 14
10.4 Protective Provisions 14
10.5 Gender, Singular, and Plural 15
10.6 Captions 15
10.7 Validity 15
10.8 Applicable Law 15
-ii-
<PAGE>
FIRST UNION CORPORATION
Elective Deferral Plan
(Effective July 1, 1995)
Section 1. Establishment and Purpose
1.1 Establishment. First Union Corporation established,
effective as of July 1, 1995, an unfunded deferred compensation
plan for a select group of management or highly compensated
Employees and their Beneficiaries as described herein, known as
the "FIRST UNION CORPORATION ELECTIVE DEFERRAL PLAN" (the
"Plan").
1.2 Purpose. The purpose of the Plan is to provide a means
whereby certain selected Employees may defer the receipt of
compensation to provide for future income needs and to motivate
such Employees to continue to make contributions to the
profitable growth of the Company.
1.3 Application of Plan. The terms of this Plan are
applicable only to Eligible Employees who are in the employ of an
Employer on or after July 1, 1995. Any Eligible Employee who
retires or terminates employment with all Employers prior to such
date shall not be covered by this Plan.
Section 2. Definitions
2.1 Definitions. Whenever used hereinafter, the following
terms shall have the meaning set forth below:
(a) "Beneficiary" means the person or persons
designated as such in accordance with Section 7.
(b) "Board" means the board of directors of the
Company.
(c) "Change of Control" means a change in control of
the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended ("Exchange Act"); provided that, without
limitation, such a change in control shall be deemed to have
occurred if (i) any one person, or more than one person
acting as a group, acquires ownership of stock of the
Company that, together with stock held by such person or
group, possesses more than 50 percent of the total fair
market value or total voting power of the stock of the
Company, (ii) any one person, or more than one person acting
as a group, acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by
<PAGE>
such person or persons) ownership of stock of the Company
possessing 20 percent or more of the total voting power of
the stock of the Company, or (iii) a majority of members of
the Company's Board is replaced during any 12-month period
by directors whose appointment or election is not endorsed
by a majority of the members of the Company's Board prior to
the date of the appointment or election.
(d) "Code" means the Internal Revenue Code of 1986, as
amended, and any successor statute thereof, as interpreted
by the rules and regulations issued thereunder, in each case
as in effect from time to time. References to sections of
the Code shall be construed also to refer to any successor
sections.
(e) "Committee" means the Human Resources Committee of
the Board, as appointed annually in accordance with the
corporate bylaws of the Company.
(f) "Company" means First Union Corporation and any
successor which shall maintain this Plan.
(g) "Compensation" means, for any date within a Plan
Year, the Participant's Incentive Award earned and accrued
for such Plan Year before any reduction pursuant to the
terms of this Plan. For the first Plan Year, however,
Compensation shall mean the sum, before any reduction
pursuant to the terms of this Plan, of (i) the Participant's
Salary plus (ii) the Participant's Incentive Award earned
and accrued for such Plan Year.
(h) "Death Valuation Date" means the Valuation Date
coincident with or next following a Participant's date of
death.
(i) "Deferral Account" means the hypothetical account
maintained by the Company for recordkeeping purposes with
respect to a Participant's deferrals pursuant to Section
5.1. Within each Deferral Account, separate sub-accounts
("Deferral Sub-Accounts") shall be maintained to the extent
necessary for the administration of the Plan for each
different Plan Year deferral election, form of distribution
election, or allocation elections among Investment Indexes.
(j) "Disability" means total disability of a
Participant as a result of injury or sickness as defined in
the First Union Corporation Long-Term Disability Plan (plan
number 502), as amended from time to time. The
determination of whether a Participant has suffered a
Disability shall rest solely with the Committee and such
determination shall be final, conclusive, and not subject to
appeal.
-2-
<PAGE>
(k) "Election Form" means the election form which an
Eligible Employee files with the Company to participate in
the Plan each Plan Year.
(l) "Eligible Employee" means an Employee who is
eligible to participate as provided in Section 3.1.
(m) "Employee" means any person employed by an
Employer who, under an Employer's employment classification
practices, is considered a regular salaried employee.
(n) "Employer" means the Company and any of its
Subsidiaries.
(o) "Financial Hardship Distribution" means the
benefit that is payable pursuant to Section 6.5 of the Plan.
(p) "Incentive Award" means with respect to a
Participant for any Plan Year the incentive award or
commissions earned and accrued by the Participant pursuant
to the terms of an incentive compensation plan of an
Employer on account of services rendered to the Employer
during the applicable Plan Year.
(q) "Investment Indexes" mean one or more mutual funds
or common trust funds designated as available under the Plan
by the Committee from time to time.
(r) "Participant" means an Eligible Employee who has
filed a completed and executed Election Form with the
Committee and is participating in the Plan in accordance
with the provisions of Section 4.
(s) "Pension Plan" means the First Union Corporation
Pension Plan and Trust (plan number 001), as amended from
time to time.
(t) "Plan" means the First Union Corporation Elective
Deferral Plan, as amended from time to time.
(u) "Plan Year" means the Plan's accounting year of
twelve months commencing on January 1 of each year and
ending on the following December 31, except the first Plan
Year which shall commence on July 1, 1995.
(v) "Retirement" means the termination of a
Participant's employment with an Employer upon satisfaction
of the requirements for retirement under the terms of the
Pension Plan.
(w) "Retirement Benefit" means benefits payable to a
Participant when such Participant has satisfied all of the
requirements for Retirement.
-3-
<PAGE>
(x) "Retirement Valuation Date" means the Valuation
Date coincident with or next following a Participant's date
of Retirement pursuant to the Pension Plan.
(y) "Salary" means a Participant's fixed, basic,
straight time, and regularly recurring wages and salary, any
payments for overtime hours, vacation pay, compensation paid
in lieu of vacation, and holiday pay, but excluding (even if
includible in gross income) all (i) bonus, long-term
incentive awards, and other forms of incentive compensation,
(ii) reimbursements or other expense allowances, (iii)
moving expenses, (iv) welfare or fringe benefits (cash or
noncash), (v) deferred compensation, (vi) severance pay, and
(vii) any other form of special compensation as designated
by the Committee.
(z) "Savings Plan" means the First Union Corporation
Savings Plan and Trust (plan number 002), as amended from
time to time.
(aa) "Scheduled Distribution" means a distribution of
all or a portion of a Participant's Deferral Account as
elected by the Participant pursuant to Section 6.6.
(bb) "Subsidiary" means any corporation in an unbroken
chain of corporations beginning with the Company if each of
the corporations other than the last corporation in the
unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in
one of the other corporations in such chain.
(cc) "Survivor Benefit" means those Plan benefits that
become payable upon the death of a Participant pursuant to
the provisions of Section 6.4.
(dd) "Termination Benefit" means benefits payable to a
Participant when such Participant has ceased to be an
Employee pursuant to the provisions of Section 6.3.
(ee) "Termination Valuation Date" means the later of:
(i) the Valuation Date coincident with or next following the
date a Participant ceases to be an Employee or (ii) the
Valuation Date coincident with or next following the date
the Committee takes action pursuant to Sections 6.3 (a),
(b), or (c).
(ff) "Valuation Date" means any day the United States
financial markets are open for which a Participant's
Deferral Account is required to be valued for any purpose
under the Plan.
Section 3. Eligibility for Participation
-4-
<PAGE>
3.1 Eligibility. The Committee (or its delegatee) shall
determine which Employees shall be eligible to participate in the
Plan for a given Plan Year; provided, however, any such Employee
must be a member of a select group of management or highly
compensated employees. The Committee's determination of
eligibility for any given Plan Year does not guarantee
eligibility in subsequent Plan Years. In the event any Employee
is no longer designated as an active Participant eligible to make
further deferrals under the Plan, such Employee shall become an
inactive Participant and retain all other rights described under
this Plan, until the Employee again becomes an active
Participant.
Section 4. Election to Defer
4.1 Election to Participate. Any Eligible Employee may
enroll in the Plan effective as of the first day of a Plan Year
by filing a completed and fully executed Election Form with the
Committee during enrollment periods established by the Committee,
or, in the case of an Employee who is designated as an Eligible
Employee after the commencement of a Plan Year, within thirty
(30) days of the date on which such Employee becomes eligible.
On such an Election Form for each Plan Year, the Eligible
Employee shall (i) irrevocably elect the amount of Compensation
for such Plan Year to be deferred, (ii) irrevocably elect the
form of distribution in which the Deferral Sub-Account for such
Plan Year shall be paid in accordance with Section 6.1, and (iii)
elect how the Deferral Sub-Account for such Plan Year shall be
initially allocated among the Investment Indexes. With respect
to an Employee who is designated as an Eligible Employee after
the commencement of a Plan Year, the deferral election shall
pertain to such Eligible Employee's Compensation multiplied by a
fraction, the numerator of which is the number of whole months
remaining in the Plan Year and the denominator of which is the
number of whole months in such Plan Year that the Eligible
Employee was an Employee.
(a) Deferral Election. An Eligible Employee may elect
to defer a specific dollar amount and/or percentage from the
Eligible Employee's Compensation for the applicable Plan
Year. If an Eligible Employee specifies a dollar amount of
Compensation to be deferred, and the dollar amount of such
Compensation is less than the actual Compensation that would
otherwise be payable for such Plan Year, the shortfall will
not be credited to such Participant's Deferral Account. For
the 1995 Plan Year Eligible Employees entitled to annual
Incentive Awards, the first Incentive Award that such
Eligible Employees may defer will be the Incentive Award
earned and accrued in calendar year 1995 which is payable in
calendar year 1996. For 1995 Plan Year Eligible Employees
entitled to quarterly or more frequent Incentive Awards, the
first Incentive Award that such Eligible Employees may defer
will be the Incentive Award earned and accrued during a
period that commences on or after July 1, 1995.
-5-
<PAGE>
(b) Maximum and Minimum Deferrals. The maximum amount
of Compensation that may be deferred shall be as follows:
(i) for the first Plan Year, 100 percent of Salary earned
between August 1, 1995 and December 31, 1995, 50 percent of
any annual Incentive Award representing the prorated portion
of such Incentive Award earned and accrued between July 1,
1995 and December 31, 1995, and 100 percent of any quarterly
or more frequent Incentive Awards earned and accrued after
July 1, 1995 (in each case, less such amounts necessary to
cover any applicable tax withholding or payroll deductions);
and (ii) for all Plan Years after the first Plan Year, 100
percent of any Incentive Awards earned and accrued for such
Plan Years (less such amounts necessary to cover any
applicable tax withholding or payroll deductions). The
minimum deferral for any Plan Year shall be $10,000.
Section 5. Deferral Accounts
5.1 Deferral Accounts. The Committee shall establish and
maintain a separate Deferral Account for each Participant. The
amount by which a Participant's Compensation is reduced pursuant
to Section 4.1 shall be credited by the Company to the
Participant's Deferral Account as of the date the amount of the
Compensation that is deferred otherwise would have been payable.
The value of each Participant's Deferral Account shall
be adjusted each day the financial markets in the United States
are open as follows:
(a) Pursuant to the procedures established by the
Committee, a Participant shall elect to have his Deferral
Sub-Account for a given Plan Year allocated among Deferral
Sub-Accounts to reflect the Participant's selection of the
Investment Indexes available under the Plan at that time, in
5 percent increments, up to 100 percent of the amount
credited to such Deferral Sub-Account.
(b) Such Deferral Sub-Account shall be credited or
debited to reflect gains or losses (including dividends and
capital gains and losses) as if the Deferral Sub-Account had
been invested in an equivalent number of shares or units of
the funds or investments referenced by the Investment
Indexes available under the Plan from time to time, pursuant
to the allocation elections made by the Participant from
time to time.
(c) Pursuant to the procedures established by the
Committee, a Participant may change the election with
respect to the allocation of the Participant's Deferral Sub-Accounts
among the Investment Indexes available under the Plan from time to time.
Unless the Participant indicates otherwise, any such reallocation
election shall apply to all such Participant's Deferral Sub-Accounts.
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5.2 Other Benefits Plans Equivalent. In the event a
Participant's benefits from the Pension Plan or Savings Plan are
decreased in any way due solely to a deferral of Compensation
pursuant to Section 4.1 of this Plan, an additional amount shall
be credited to the Participant's Deferral Account as follows:
(a) Pension Plan. If there has been a diminution of
Pension Plan benefits, the Participant's Deferral Account
shall be credited with an amount equal to the lump sum
actuarial equivalent of the reduction in Pension Plan
benefits. The amount of such credit shall be determined by
the Committee, in its sole and absolute discretion, on the
basis of the actuarial assumptions and procedures utilized
at the time for determining lump sum actuarial equivalent
values of benefits under the Pension Plan. Such amount
shall be credited to the Participant's Deferral Account as
of the date the Participant's Pension Plan benefits become
finally determinable.
(b) Savings Plan. In the event a Participant who is
making elective deferrals of Compensation to the Savings
Plan fails to receive a portion of the Company's matching
contribution under the Savings Plan which the Participant
would have received had the Participant not deferred any
Compensation under this Plan, the Participant's Deferral
Account shall be credited with an amount equal to such
reduction in the Company matching contribution, subject to
the same conditions or limitations as imposed under the
Savings Plan. Such amount shall be credited to the
Participant's Deferral Account within a reasonable period of
time after the Company's matching contribution would have
been credited to the benefit of the Participant under the
Savings Plan.
5.3 Charge Against Accounts. There shall be charged
against each Participant's Deferral Account any payments made to
the Participant or Beneficiary in accordance with Section 6. In
addition, the Committee may allocate a portion of any
administrative expenses of the Plan to each Participant's
Deferral Account.
5.4 Statement of Accounts. The Committee shall submit to
each Participant, within a reasonable period of time after the
close of each calendar quarter of a Plan Year, a statement of the
balance in each such Participant's Deferral Account as of the
last Valuation Date of such quarter, in such form as the
Committee deems appropriate.
Section 6. Benefits
6.1 Retirement Benefit. Upon Retirement of a Participant,
the Committee shall direct the Participant's Employer to pay a
Retirement Benefit based on the value of the Participant's
Deferral Account as of the Retirement Valuation Date. Such
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Retirement Benefit shall be paid in the manner originally elected
by the Participant on each Plan Year's Election Form in the form
of either a lump sum payment or ten (10) annual installments.
If a Participant's Deferral Sub-Account is payable in a
lump sum, the Participant shall receive payment of such
Retirement Benefit within ninety (90) days of the Retirement
Valuation Date.
If a Participant's Deferral Sub-Account is payable in
installments, the amount to be paid with each installment shall
be the value of such Deferral Sub-Account as of the date of the
installment Valuation Date multiplied by a fraction, the
numerator of which is one (1) and the denominator of which is the
number of installment payments remaining. For purposes of this
Section, the installment Valuation Date for the first installment
payment shall be the Retirement Valuation Date, and the
installment Valuation Date for subsequent installment payments
shall be the first Valuation Date of each Plan Year thereafter;
provided, however, that in no event shall more than one
installment payment be made to a Participant in any one Plan
Year, except due to an action by the Committee pursuant to
Sections 6.3 (b) or (c). A Participant shall receive each
installment payment within ninety (90) days of the applicable
installment Valuation Date.
Following receipt of a Participant's complete
Retirement Benefit, such Participant shall be entitled to no
further benefits under the Plan.
6.2 Disability. If a Participant suffers a Disability, the
value of each of the Participant's Deferral Sub-Accounts will
continue to be adjusted in accordance with Section 5.1(b). The
Participant's Deferral Account will be distributed as a
Retirement Benefit, Termination Benefit, or Survivor Benefit,
whichever is applicable, in the distribution form of benefit
elected by the Participant, once the Participant ceases to
receive benefits under the First Union Corporation Long-Term
Disability Plan (plan number 502). Notwithstanding the
foregoing, if the Participant returns to employment with the
Employer within sixty (60) days following recovery from a
Disability, the Participant's Deferral Account shall not be
distributed until such time as said Participant ceases to be an
Employee whereupon such Participant will receive the
Participant's Deferral Account as a Retirement Benefit,
Termination Benefit, or Survivor Benefit commencing at the time
said Participant finally ceases to be an Employee. In its sole
and absolute discretion, the Committee may alter the timing or
manner of payment of all or a portion of the Deferred Account of
a Participant who suffers a Disability.
6.3 Termination Benefit. If a Participant ceases to be an
Employee for a reasons other than those reasons described in
Sections 6.2, 6.3(a), (b), (c), and 6.4, the Committee shall
direct the Participant's Employer to pay a Termination Benefit
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<PAGE>
based on the value of the Participant's Deferral Account as of
the Termination Valuation Date. Such Termination Benefit shall
be paid in the manner originally elected by the Participant on
each Plan Year's Election Form in the form of either a lump sum
payment or ten (10) annual installments.
If a Participant's Deferral Sub-Account is payable in a
lump sum, the Participant shall receive payment of such
Termination Benefit within ninety (90) days of the Termination
Valuation Date.
If a Participant's Deferral Sub-Account is payable in
installments, the amount to be paid with each installment shall
be the value of such Deferral Sub-Account as of the date of the
installment Valuation Date multiplied by a fraction, the
numerator of which is one (1) and the denominator of which is the
number of installment payments remaining. For purposes of this
Section, the installment Valuation Date for the first installment
payment shall be the Termination Valuation Date, and the
installment Valuation Date for subsequent installment payments
shall be the first Valuation Date of each Plan Year thereafter;
provided, however, that in no event shall more than one
installment payment be made to a Participant in any one Plan
Year, except due to an action by the Committee pursuant to
Sections 6.3 (b) or (c). A Participant shall receive each
installment payment within ninety (90) days of the applicable
installment Valuation Date.
Following receipt of a Participant's complete
Termination Benefit, such Participant shall be entitled to no
further benefits under the Plan.
(a) Lump Sum Payment Upon Voluntary Termination of
Employment. If a Participant (i) voluntarily ceases to be
an Employee for any reason, or (ii) fails to return to the
status of an Employee within sixty (60) days following
recovery from a Disability prior to qualifying for
Retirement, the Committee in its sole and absolute
discretion may direct the Company to pay to such Participant
in a lump sum a Termination Benefit equal to the balance of
such Participant's Deferred Account as of the Termination
Valuation Date. The determination of whether a Participant
satisfies the requirements to be eligible for a Termination
Benefit shall rest solely with the Committee and such
determination shall be final, conclusive, and not subject to
appeal. A Participant shall receive such Termination
Benefit within ninety (90) days of the Termination Valuation
Date. Following receipt of a Participant's complete
Termination Benefit, such Participant shall be entitled to
no further benefits under the Plan.
(b) Lump Sum Payment Upon Misconduct or Crime. If a
Participant is discharged from employment with an Employer
for dishonesty, conviction of a felony, willful unauthorized
disclosure of confidential material information of an
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Employer, or other willful, deliberate, or gross misconduct
of similar magnitude, such Participant's entire Deferral
Account shall be paid in a single lump sum as a Termination
Benefit within ninety (90) days of the Termination Valuation
Date.
(c) Lump Sum Payment Upon Affiliation With Competitor.
In the event that a Participant ceases to be an Employee of
an Employer for any reason and thereafter becomes a
proprietor, officer, partner, employee, or otherwise becomes
affiliated with any business that is in competition with an
Employer, or becomes an employee of any federal, state, or
municipal agency, office, subdivision, or other component
having jurisdiction over any activity of any Employer, such
Participant's entire Deferral Account shall be paid in a
single lump sum as a Termination Benefit within ninety (90)
days of the Termination Valuation Date. The determination
of whether an Employee has become affiliated with a business
in competition with an Employer, or with a governmental
component having jurisdiction over any activity of an
Employer shall rest solely with the Committee and such
determination shall be final, conclusive, and not subject to
appeal.
6.4 Survivor Benefits.
(a) Pre-Retirement. If a Participant dies before
otherwise becoming eligible to receive Retirement Benefits,
a Survivor Benefit will be paid to the Participant's
Beneficiary in a lump sum equal to such Participant's
Deferral Account as of the Death Valuation Date. A
Beneficiary shall receive the Survivor Benefit within ninety
(90) days after the Death Valuation Date. If a Participant
dies after becoming eligible to receive Retirement Benefits
but before such benefits have been paid in full, the
Retirement Benefits the deceased Participant would have
otherwise received shall be paid to the Participant's
Beneficiary as a Survivor Benefit pursuant to the
Participant's prior elections.
(b) Post-Retirement. If a Participant dies after such
Retirement Benefits have commenced, the Retirement Benefits
the deceased Participant would have otherwise received shall
be paid to the Participant's Beneficiary as a Survivor
Benefit pursuant to the Participant's prior elections.
Following receipt of a Participant's complete Survivor
Benefit, a Beneficiary shall be entitled to no further benefits
under the Plan.
6.5 Financial Hardship Distribution. In the event that the
Committee, upon written petition of the Participant or
Beneficiary, determines, in its sole discretion, that the
Participant or Beneficiary has suffered an unforeseeable
financial emergency, the Company shall pay to the Participant or
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Beneficiary, as soon as practicable following such determination,
an amount necessary to meet the emergency not in excess of the
Termination Benefit to which the Participant would have been
entitled pursuant to Section 5.3 if said Participant had a
termination of service on the date of such determination (the
"Financial Hardship Distribution"). For purposes of this Plan,
an unforeseeable financial emergency is an unexpected need for
cash arising from an illness, casualty loss, sudden financial
reversal, or such other unforeseeable occurrence.
Notwithstanding the foregoing, the final determination
by the Internal Revenue Service ("IRS") or court of competent
jurisdiction, all time for appeal having lapsed, that the Company
is not the owner of the assets of any grantor trust established
by the Company with respect to this Plan (a "rabbi trust"), with
the result that the income of such trust is not treated as income
of the Company pursuant to sections 671 through 679 of the Code,
or the final determination by (i) the IRS, (ii) a court of
competent jurisdiction, all time for appeal having lapsed, or
(iii) counsel to the Company that a federal tax is payable by
the Participant or Beneficiary with respect to assets of the
rabbi trust or the Participant's or Beneficiary's Deferral
Accounts prior to the distribution of those assets or Deferral
Accounts to the Participant or Beneficiary shall in any event
constitute an unforeseeable financial emergency entitling such
Participant or Beneficiary to a Financial Hardship Distribution
provided for in this Section.
The amount of benefits otherwise payable under the Plan
shall thereafter be adjusted to reflect the reduction of a
Deferral Account due to the early payment of the Financial
Hardship Distribution.
6.6 Scheduled Distributions.
(a) In General. A Participant may, when filing an
Election Form with respect to a given Plan Year, elect to
receive a distribution while employed of all or a portion of
the Participant's Deferral Sub-Account for such Plan Year at
a specified time or times in the future. The election of
such a Scheduled Distribution shall be irrevocable and shall
apply only to prospective deferrals for that Plan Year.
(b) Timing and Form of Distribution. The first year
specified for a Scheduled Distribution must be at least ten
(10) Plan Years after the Plan Year in which commencement of
deferrals covered by the Election Form in which a Scheduled
Distribution is elected. A Participant will receive such
Scheduled Distribution in either a lump sum or ten annual
installments as specified by prior elections within ninety
(90) days of the first Valuation Date of the Plan Year
specified on the Election Form.
(c) Election Void Upon Death or Termination of
Employment. In the event a Participant has elected to
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receive any Scheduled Distributions and, before said
distributions the Participant dies or ceases employment with
all Employers, the election with respect to such Scheduled
Distributions shall be voided and such Participant's
Deferral Account shall be paid as a Termination Benefit.
6.7 Small Benefit. Notwithstanding anything herein to the
contrary, in the event the total amount owed to a Participant or
a Beneficiary after the Participant ceases to be an Employee is
$50,000 or less, the Committee, in its sole and absolute
discretion, may elect to distribute any such amount in a single
lump sum payment.
6.8 Withholding; Payroll Taxes. To the extent required by
the law in effect at the time payments are made, a Participant's
Employer shall withhold from payments made hereunder the taxes
required to be withheld by the federal or any state or local
government. As to any payroll tax that is due from a Participant
for Compensation deferred under this Plan, the Employer shall
collect such tax from funds paid to such Participant with respect
to other compensation not deferred under the Plan unless said
other compensation is insufficient to pay such payroll taxes
whereupon the shortfall shall serve to reduce the elected
deferral amount.
Section 7. Beneficiary Designation
7.1 Beneficiary Designation. Each Participant shall have
the right, at any time, to designate any person or persons as
Beneficiary or Beneficiaries to whom payment under this Plan
shall be made in the event of Participant's death prior to
complete distribution to Participant of the Benefits due under
the Plan. Each Beneficiary designation shall become effective
only when filed in writing with the Committee during the
Participant's lifetime on a form prescribed by the Committee.
The filing of a new Beneficiary designation form will
cancel all Beneficiary designations previously filed.
If a Participant fails to designate a Beneficiary as
provided above or all designated Beneficiaries predecease the
Participant, then the Committee shall direct the Company to
distribute such benefits in a lump sum to the Participant's
estate within ninety (90) days of the applicable Valuation Date.
If all designated Beneficiaries die prior to complete
distribution of a deceased Participant's benefits, then the
Committee shall direct the Company to distribute the balance of
such benefits in a lump sum to the last surviving designated
Beneficiary's estate within ninety (90) days of the applicable
Valuation Date.
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<PAGE>
Section 8. Administration of the Plan
8.1 Administration. The Committee shall administer the
Plan in accordance with its terms and shall have the power, in
its sole and absolute discretion, to construe the terms of the
Plan and to determine all questions arising in connection with
the administration, interpretation, and application of the Plan.
Any such determination by the Committee shall be conclusive and
binding upon all persons. The Committee may establish rules and
procedures, correct any defect, supply any information, or
reconcile any inconsistency in such manner and to such extent as
shall be deemed necessary or advisable to carry out the purposes
of the Plan.
To the extent it deems necessary or desirable in
connection with the administration of the Plan, the Committee may
(i) delegate all or a portion of its duties to Employees or other
persons, and (ii) appoint counsel, accountants, advisers, and
other service providers.
Section 9. Nature of Company's Obligation
9.1 No Trust. The Company's obligation under this Plan
shall be an unfunded and unsecured promise to pay. The Company
shall not be obligated under any circumstances to fund its
financial obligations under this Plan prior to the date any
benefits become payable pursuant to the terms of the Plan, and
neither the Company, members of the Board or Committee, nor any
other person shall be deemed to be a trustee of any amounts to be
paid under the Plan; provided, however, the Company may, in its
sole and absolute discretion, (i) establish a grantor trust, the
income of which is treated as income of the Company pursuant to
sections 671 through 679 of the Code, to provide for the
accumulation of funds to satisfy all or a portion of its
financial liabilities with respect to this Plan, (ii) purchase
life insurance policies on the life of a Participant, in which
case the Participant shall cooperate with the Company in
complying with any underwriting requirements with respect to such
a policy, or (iii) both.
9.2 Nature of Participant's Rights and Interests. Any
assets which the Company may choose to acquire to help cover its
financial liabilities, including, but not limited to any assets
referred to in Section 9.1, are and will remain general assets of
the Company subject to the claims of its general creditors. The
Company does not give, and this Plan does not give, any ownership
interest in any assets of the Company to a Participant or
Beneficiary. All rights of ownership in any assets are and
remain in the Company, and the rights of each Participant, any
Beneficiary, or any person claiming through a Participant shall
be solely those of an unsecured general creditor of the Company.
Any liability of the Company to any Participant, Beneficiary, or
any person claiming through a Participant shall be based solely
upon the contractual obligations created by the Plan.
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<PAGE>
Section 10. Miscellaneous
10.1 Nonassignability. Neither a Participant nor any other
person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage, or otherwise encumber, hypothecate,
or convey in advance of actual receipt the amounts, if any,
payable hereunder, or any part thereof, or interest therein which
are, and all rights to which are, expressly declared to be
unassignable and non-transferable. No part of the amounts
payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony,
or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency.
10.2 Employment Not Guaranteed. Nothing contained in this
Plan nor any action taken hereunder shall be construed as a
contract of employment or as giving any Employee any right to be
retained in the employ of the Company.
10.3 Amendment or Termination. The Company expects the Plan
to be permanent but, since future conditions affecting the
Company cannot be anticipated or foreseen, the Company must
necessarily and does hereby reserve the right to amend, modify,
or terminate the Plan at any time by action of the Committee. No
amendment or termination of the Plan shall operate to decrease
any Participant's accrued benefit under the Plan as of the date
of such action (subject to investment risk changes in value).
Furthermore, in the event of (i) a merger, consolidation, or
acquisition where the Company is not the surviving corporation or
(ii) any other Change of Control, no amendment or termination of
the Plan may be made for the first three full Plan Years that
follow such an event. Prior to such an event or after the
aforesaid three-year Change of Control window, the Company may
terminate the Plan by action of the Committee, whereupon all
Deferral Accounts shall become immediately due and payable.
10.4 Protective Provisions. Each Participant shall
cooperate with the Employer by furnishing any and all information
requested by the Employer in order to facilitate the payment of
benefits hereunder, taking such physical examinations as the
Employer may deem necessary and taking such other relevant action
as may be requested by the Employer. If a Participant refuses to
so cooperate, the Employer shall have no further obligation to
the Participant under the Plan, other than payment to such
Participant of the cumulative reductions in Compensation
theretofore made pursuant to this Plan.
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<PAGE>
10.5 Gender, Singular, and Plural. All pronouns and any
variations thereof shall be deemed to refer to the masculine,
feminine, or neuter, as the identity of the person or persons may
require. As the context may require, the singular may be read as
the plural and the plural as the singular.
10.6 Captions. The captions of the sections and paragraphs
of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.
10.7 Validity. In the event any provision of this Plan is
held invalid, void, or unenforceable, the same shall not affect
the validity of any other provision of this Plan.
10.8 Applicable Law. This Plan shall be governed and
construed in accordance with the internal laws of the state of
North Carolina.
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EXHIBIT 5
July 5, 1995
Board of Directors
First Union Corporation
Charlotte, North Carolina 28288
Gentlemen:
I have acted as counsel for First Union Corporation (the "Corporation")
in connection with the registration on Form S-8 (the "Registration Statement")
of $50,000,000 of the Corporation's deferred compensation obligations (the
"Obligations"), which are issuable under the First Union Corporation Elective
Deferral Plan (the "Plan") effective as of July 1, 1995.
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 Obligations have been duly authorized and, when issued in
accordance with the terms and conditions set forth in the Plan,
will be validly issued.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Marion A. Cowell, Jr.
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP
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 1994 Annual Report to Stockholders which
is incorporated by reference in the 1994 Form 10-K of First Union Corporation.
Our report refers to a change in the method of accounting for investments in
1994.
KPMG Peat Marwick LLP
Charlotte, North Carolina
July 7, 1995
EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
Board of Directors
First Fidelity Bancorporation
We consent to the incorporation by reference in this registration statement on
Form S-8 of First Union Corporation of our report dated January 18, 1995, with
respect to the consolidated statements of condition of First Fidelity
Bancorporation and subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of income, stockholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1994, which
report appears in the Form 8-K of First Union Corporation dated June 30, 1994.
Our report contains an explanatory paragraph that states that First Fidelity
Bancorporation changed its methods of accounting for income taxes,
postretirement benefits other than pensions, postemployment benefits, and
certain investments in debt and equity securities in 1993.
KPMG PEAT MARWICK LLP
New York, New York
July 7, 1995
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 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 to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, including any and all amendments to such Registration Statement,
relating to the deferred compensation obligations issuable under the First
Union Elective Deferral Plan.
Signature Title
/s/ Edward E. Crutchfield Chairman, Chief Executive Officer and
Edward E. Crutchfield Director
/s/ Robert T. Atwood Executive Vice President and
Robert T. Atwood 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
/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
<PAGE>
Signature Title
/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
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
/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
<PAGE>
Signature Title
/s/ Kenneth G. Younger Director
Kenneth G. Younger
June 20, 1995
Charlotte, North Carolina
