SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
------------------------------
WACHOVIA CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1473727
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 NORTH MAIN STREET, P.O. BOX 3099, WINSTON-SALEM, NORTH CAROLINA 27101
191 PEACHTREE STREET, N.E., P.O. BOX 4148, ATLANTA, GEORGIA 30303
(Address of principal executive
offices, including zip code)
JEFFERSON BANKSHARES, INC. 1995 LONG TERM INCENTIVE STOCK PLAN
JEFFERSON BANKSHARES, INC. INCENTIVE STOCK PLAN (1985)
JEFFERSON BANKSHARES, INC. DEFERRED COMPENSATION AND STOCK PURCHASE PLAN FOR
NON-EMPLOYEE DIRECTORS
(Full title of the plans)
Alice Washington Grogan
Secretary and Counsel
Wachovia Corporation
100 North Main Street
Post Office Box 3099
Winston-Salem, North Carolina 27150
(910) 732-5801
(Name, address and telephone number, including area code,
of agent for service)
This Post-Effective Amendment covers 241,250 shares of the
Registrant's $5.00 par value common stock which were included in the shares of
such common stock originally registered on the Form S-4 (File No. 333-35357) to
which this is an amendment. The registration fee in respect to such common stock
was paid at the time of the original filing of the Registration Statement
relating to such common stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Wachovia Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996, filed on March 26, 1997 pursuant to Section 13
of the Securities Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year referred to in
(a), above.
(c) The description of the Company's Common Stock, par value
$5.00 per share, contained in the Company's Registration Statement on
Form 8-B filed pursuant to Section 12(b) of the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
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 which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities offered hereby has been passed
upon by Kenneth W. McAllister, Esq., General Counsel of the Company, who owns
approximately 23,000 shares of Common Stock and has been granted options to
purchase 55,007 shares of Common Stock and restricted awards for 25,000
shares of Common Stock under plans of the Company.
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
statutes provide 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 by statute that the
director or officer meets certain standards of conduct, provided when a director
or officer is liable to the corporation or is adjudged liable on the basis that
personal benefit was improperly received by him, the corporation may not
indemnify him. A director or officer of a corporation who is a party to a
proceeding may also 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. A corporation may, in its
articles of incorporation or bylaws or by contract or resolution, provide
indemnification in addition to that provided by statute, subject to certain
conditions.
II - 1
<PAGE>
The Company's bylaws provide for the indemnification of any
director or officer of the Company or any wholly owned subsidiary of the Company
against liabilities and litigation expenses arising out of his status as such,
excluding (i) that portion of any liabilities or litigation expenses with
respect to which such person is entitled to receive payment under any insurance
policy other than a directors' and officers' insurance policy maintained by the
Company or (ii) any liabilities or litigation expenses incurred on account of
any of such person's activities which were at the time taken known or believed
by such person to be clearly in conflict with the best interests of the Company.
The Company's articles of incorporation provide for the
elimination of the personal liability of each director of the Company to the
fullest extent permitted by law.
The Company has purchased a standard liability policy, which,
subject to any limitations set forth in the policy, would pay on behalf of the
Company's directors and officers for damages that they become legally obligated
to pay as a result of any actual or alleged act, error, omission, misstatement,
misleading statement or breach of duty committed while acting in their official
capacity or any matter asserted against an officer or director solely by reason
of his status as an officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement:
NUMBER DESCRIPTION
4.1 Articles IV, VII, IX, X and XI of the Company's
Amended and Restated Articles of Incorporation which
are incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 1-9021)
4.2 Article 1, Section 1.8 and Article 6 of the Company's
Bylaws, which are incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement
on Form S-4 filed October 1, 1997 (File No.
333-36889)
4.3 All instruments defining the rights of holders of
long-term debt of the Company and its subsidiaries
(Not filed pursuant to 4(iii) of Item 601(b) of
Regulation S-K; to be furnished upon the request of
the Commission)
5 Opinion of Kenneth W. McAllister, Esq., as to the
legality of the Common Stock being registered
23.1 Consent of Kenneth W. McAllister, Esq., which is
contained in his opinion filed as Exhibit 5
23.2 Consent of Ernst & Young LLP
23.3 Consent of KPMG Peat Marwick LLP
24 Power of Attorney
99.1 Jefferson Bankshares, Inc. 1995 Long Term Incentive
Stock Plan, as amended
C#
II - 2
<PAGE>
99.2 1997 Declaration of Amendment to Jefferson
Bankshares, Inc. 1995 Long Term Incentive Stock Plan
99.3 Jefferson Bankshares, Inc. Incentive Stock Plan
(1985), as amended
99.4 Second 1997 Declaration of Amendment to the Jefferson
Bankshares, Inc. Incentive Stock Plan (1985)
99.5 Jefferson Bankshares, Inc. Deferred Compensation and
Stock Purchase Plan for Non- Employee Directors, as
amended
99.6 1997 Declaration of Amendment to Jefferson
Bankshares, Inc. Deferred Compensation and Stock
Purchase Plan for Non-Employee Directors
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(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;
(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 with or furnished to the Commission by
the Company pursuant to Section 13 or Section 15(d) of 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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration
II - 3
<PAGE>
statement relating to the securities offered herein, 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 Company pursuant to the foregoing provisions, or otherwise, the
Company 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
Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
II - 4
<PAGE>
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933,
Wachovia Corporation 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
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement
No. 333-35357 on Form S-4 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Winston-Salem, State of North
Carolina, on this 7th day of November, 1997.
WACHOVIA CORPORATION
By: Leslie M. Baker, Jr.
-----------------------
Leslie M. Baker, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 7, 1997.
[C]
Leslie M. Baker, Jr. John G. Medlin, Jr.
- ------------------------------------------------- -------------------------
Name: Leslie M. Baker, Jr. Name: John G. Medlin, Jr.
Title: Director, President and Title: Chairman of the Board
Chief Executive Officer
(principal executive officer)
James S. Balloun *
- --------------------------------
Name: James S. Balloun
Title: Director
Peter C. Browning *
- --------------------------------
Name: Peter C. Browning
Title: Director
John T. Casteen III *
- --------------------------------
Name: John T. Casteen III *
Title: Director
John L. Clendenin *
- ---------------------------------------
Name: John L. Clendenin
Title: Director
Lawrence M. Gressette, Jr. *
- ---------------------------------------
Name: Lawrence M. Gressette, Jr.
Title: Director
Thomas K. Hearn, Jr. *
- --------------------------------------
Name: Thomas K. Hearn, Jr.
Title: Director
George W. Henderson III *
- --------------------------------------
Name: George W. Henderson III
Title: Director
W. Hayne Hipp *
- -------------------------------------
Name: W. Hayne Hipp
Title: Director
Robert M. Holder, Jr. *
- -------------------------------------
Name: Robert M. Holder, Jr.
Title: Director
Robert A. Ingram *
- -------------------------------------
Name: Robert A. Ingram
Title: Director
James W. Johnston *
- -------------------------------------
Name: James W. Johnston
Title: Director
Wyndham Robertson *
- -------------------------------------
Name: Wyndham Robertson
Title: Director
II - 5
<PAGE>
Herman J. Russell *
- ---------------------------------
Name: Herman J. Russell
Title: Director
Sherwood H. Smith, Jr. *
- ------------------------------------
Name: Sherwood H. Smith, Jr.
Title: Director
John C. Whitaker, Jr. *
- ------------------------------------
Name: John C. Whitaker, Jr.
Title: Director
Robert S. McCoy, Jr.
- ---------------------------------------
Name: Robert S. McCoy, Jr.
Title: Executive Vice President and
Chief Financial Officer
(principal financial officer)
Donald K. Truslow
- -------------------------------------------
Name: Donald K. Truslow
Title: Comptroller (principal
accounting officer)
* By: Kenneth W. McAllister
- ---------------------------------------------
Name: Kenneth W. McAllister
Attorney-in-Fact
II -6
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
WACHOVIA CORPORATION
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
4.1 Articles IV, VII, IX, X and XI of the Company's Amended and Restated Articles of
Incorporation, which are incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 1-9021) *
4.2 Article 1, Section 1.8 and Article 6 of the Company's Bylaws, which are incorporated
by Reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 filed
October 1, 1997 (File No. 333-36889) *
4.3 All instruments defining the rights of holders of long-term debt of the Company and its
subsidiaries (Not filed pursuant to 4(iii) of Item 601(b) of Regulation S-K; to be
furnished upon the request of the Commission)
5 Opinion of Kenneth W. McAllister, Esq., as to the legality of the Common Stock being
registered
23.1 Consent of Kenneth W. McAllister, Esq., which is contained in his opinion filed as
Exhibit 5
23.2 Consent of Ernst & Young LLP
23.3 Consent of KPMG Peat Marwick LLP
24 Power of Attorney
99.1 Jefferson Bankshares, Inc. 1995 Long Term Incentive Stock Plan, as amended
99.2 1997 Declaration of Amendment to Jefferson Bankshares, Inc. 1995 Long Term
Incentive Stock Plan
99.3 Jefferson Bankshares, Inc. Incentive Stock Plan (1985), as amended
99.4 Second 1997 Declaration of Amendment to Jefferson Bankshares, Inc. Incentive
Stock Plan (1985)
99.5 Jefferson Bankshares, Inc. Deferred Compensation and Stock Purchase Plan for Non-
Employee Directors, as amended
99.6 1997 Declaration of Amendment to Jefferson Bankshares, Inc. Deferred Compensation
and Stock Purchase Plan for Non-Employee Directors
</TABLE>
- ------
* Incorporated by reference.
II - 7
<PAGE>
EXHIBIT 5
<PAGE>
WACHOVIA
- --------------------------------------------------------------------------------
Kenneth W. McAllister
Executive Vice President
and General Counsel
Wachovia Corporation
100 North Main Street
Winston-Salem, North Carolina 27150 November 7, 1997
Wachovia Corporation
100 North Main Street
P.O. Box 3099
Winston-Salem, North Carolina 27150
Re: Registration Statement on Form S-8 Relating to the Jefferson Bankshares,
Inc. 1995 Long Term Stock Incentive Plan, Jefferson Bankshares, Inc.
Incentive Stock Plan (1985) and Jefferson Bankshares, Inc. Deferred
Compensation and Stock Purchase Plan for Non-Employee Directors
Gentlemen:
I am familiar with the proceedings taken by Wachovia Corporation (the
"Company") in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Post-Effective Amendment No. 1
on Form S-8 (the "Registration Statement") to a Registration Statement on
Form S-4 (File No. 333-35357) under the Securities Act of 1933, as amended,
pertaining to the issuance and sale of up to 241,250 shares of the Company's
Common Stock, par value $5.00 per share (the "Shares"), pursuant to certain
obligations assumed by the Company with respect to the Jefferson Bankshares,
Inc. 1995 Long Term Stock Incentive Plan, the Jefferson Bankshares, Inc.
Incentive Stock Plan (1985) and the Jefferson Bankshares, Inc. Deferred
Compensation and Stock Purchase Plan for Non-Employee Directors (collectively,
the "Plans"). The assumption by the Company of such obligations, and the
issuance and sale of the Shares, is contemplated pursuant to a certain
Agreement and Plan of Merger dated as of June 9, 1997 by and between the Company
and Jefferson Bankshares, Inc. ("Jefferson"), pursuant to which Jefferson
merged with and into the Company.
As counsel for the Company, I have reviewed the Plans and the Registration
Statement, and I have examined and am familiar with the records relating to the
organization of the Company, including its articles of incorporation, bylaws
and all amendments thereto, and the records of all proceedings taken by the
Board of Directors and shareholders of the Company pertinent to the rendering
of this opinion.
Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that the Shares have been duly
authorized and, upon issuance of the Shares and receipt by the Company of the
consideration therefor in accordance with the terms of the respective Plan,
the Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Kenneth W. McAllister
Kenneth W. McAllister
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Post-Effective Amendment No. 1 on Form S-8 filed on or about November 10,
1997) pertaining to the Jefferson Bankshares, Inc. 1995 Long-Term Incentive
Stock Plan, Jefferson Bankshares, Inc. Incentive Stock Plan (1985), and
Jefferson Bankshares, Inc. Deferred Compensation and Stock Purchase
Plan for Non-Employee Directors of our report dated January 15, 1997, with
respect to the consolidated financial statements of Wachovia Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Winston-Salem, North Carolina
November 10, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Central Fidelity Banks, Inc.:
We consent to the use of our report dated January 15, 1997, with respect to
the consolidated balance sheet of Central Fidelity Banks, Inc. and
subsidiaries as of December 31, 1996 and 1995, and the related statements
of consolidated income, consolidated cash flows and changes in consolidated
shareholders' equity for each of the years in the three-year period ended
December 31, 1996, which report appears in Wachovia Corporation's Current
Report on Form 8-K dated September 8, 1997 and is incorporated by
reference in the Post-Effective Amendment No. 1 on Form S-8 to the
Registration Statement on Form S-4 of Wachovia Corporation.
KPMG Peat Marwick LLP
Richmond, Virginia
November 10, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned directors of Wachovia Corporation, and
each of us, do hereby make, constitute and appoint Kenneth W. McAllister and
Alice Washington Grogan, and each of them (either of whom may act without the
consent or joinder of the other), our attorneys-in-fact and agents with full
power of substitution for us and in our name, place and stead, in any and all
capacities, to execute for us and in our behalf the Post-Effective Amendment
No. 1 on Form S-8 to the Registration Statement on Form S-4 (File No. 333-35357)
under the Securities Act of 1933, and any post-effective amendments thereto,
and to file the same, with all exhibits thereto and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
the premises, as fully to all intents and purposes as we might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, we the undersigned have executed this
Power of Attorney the 7th day of November, 1997.
/s/ James S. Balloun /s/ Peter C. Browning
- ----------------------------------- ----------------------------------
James S. Balloun Peter C. Browning
/s/ John T. Casteen III /s/ John L. Clendenin
- ----------------------------------- ----------------------------------
John T. Casteen III John L. Clendenin
/s/ Lawrence M. Gressette, Jr. /s/ Thomas K. Hearn, Jr.
- ----------------------------------- ----------------------------------
Lawrence M. Gressette, Jr. Thomas K. Hearn, Jr.
/s/ George W. Henderson III /s/ W. Hayne Hipp
- ----------------------------------- ----------------------------------
George W. Henderson III W. Hayne Hipp
/s/ Robert M. Holder, Jr. /s/ Robert A. Ingram
- ----------------------------------- ----------------------------------
Robert M. Holder, Jr. Robert A. Ingram
/s/ James W. Johnston /s/ Wyndham Robertson
- ----------------------------------- ----------------------------------
James W. Johnston Wyndham Robertson
/s/ Herman J. Russell /s/ Sherwood H. Smith, Jr.
- ----------------------------------- ----------------------------------
Herman J. Russell Sherwood H. Smith, Jr.
/s/ John C. Whitaker, Jr.
- -----------------------------------
John C. Whitaker, Jr.
EXHIBIT 99.1
JEFFERSON BANKSHARES, INC.
1995 LONG TERM INCENTIVE STOCK PLAN
ARTICLE I.
ESTABLISHMENT, PURPOSE, AND DURATION
1.1 ESTABLISHMENT OF THE PLAN. Jefferson Bankshares, Inc. (hereinafter
referred to as the "Corporation"), a Virginia corporation, hereby establishes an
incentive compensation plan to be known as the "1995 Long Term Incentive Stock
Plan" (hereinafter referred to as the "Plan"), as set forth in this document.
Unless otherwise defined herein, all capitalized terms shall have the meanings
set forth in Section 2.1 herein. The Plan permits the grant of Nonqualified
Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted
Stock, Performance Awards in the form of Performance Units and Performance
Shares, and Other Stock Unit Awards.
The Plan was adopted by the Board of Directors on December 13, 1994,
and shall become effective as of January 1, 1995 (the "Effective Date"), subject
to the approval by vote of shareholders of the Corporation in accordance with
applicable laws. Awards may be granted prior to shareholder approval of the
Plan, but each such Award shall be subject to the approval of the Plan by the
shareholders.
1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success
of the Corporation and its Subsidiaries by providing incentives to Key Employees
that will promote the identification of their personal interest with the
long-term financial success of the Corporation and with growth in shareholder
value. The Plan is designed to provide flexibility to the Corporation in its
ability to motivate, attract, and retain the services of Key Employees upon
whose judgment, interest, and special effort the successful conduct of the
Corporation's operation is largely dependent.
1.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article 12 herein, until December 31, 2004, at which time it shall terminate
except with respect to Awards made prior to, and outstanding on, that date,
which shall remain valid in accordance with their terms.
ARTICLE II.
DEFINITIONS
2.1 DEFINITIONS. Except as otherwise defined in the Plan, the following
terms shall have the meanings set forth below:
(a) "AFFILIATE" shall have the meaning ascribed to such term in Rule
12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) "AGREEMENT" means a written agreement implementing the grant of
each Award signed by an authorized officer of the Corporation and by the
Participant.
(c) "AWARD" means individually or collectively, a grant under this
Plan of Nonqualified Stock
<PAGE>
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Units, Performance Shares, or Other Stock Unit Awards.
(d) "AWARD DATE" or "GRANT DATE" means the date on which an Award is
made by the Committee under this Plan.
(e) "BENEFICIAL OWNER" shall have the meaning ascribed to such term in
Rule 13d-3 under the Exchange Act.
(f) "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of
the Corporation.
(g) "CHANGE IN CONTROL" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:
(i) The acquisition, other than from the Corporation, by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either the then
outstanding shares of common stock of the Corporation or the combined voting
power of the then outstanding voting securities of the Corporation entitled to
vote generally in the election of directors, but excluding for this purpose, any
such acquisition by the Corporation or any of its subsidiaries, or any employee
benefit plan (or related trust) of the Corporation or its subsidiaries, or any
corporation with respect to which, following such acquisition, more than 50% of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by the individuals and entities who
were the beneficial owners, respectively, of the common stock and voting
securities of the Corporation immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately prior to such
acquisition, of the then outstanding shares of common stock of the Corporation
or the combined voting power of the then outstanding voting securities of the
Corporation entitled to vote generally in the election of directors, as the case
may be; or
(ii) Individuals who, as of the date hereof, constitute the Board
(as of the date hereof the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board, provided that any individual becoming a
director subsequent to the date hereof whose election or nomination for election
by the Corporation's shareholders was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the Directors of the Corporation; or
(iii) Approval by the shareholders of the Corporation of a
reorganization, merger or consolidation, in each case, with respect to which the
individuals and entities who were the respective beneficial owners of the common
stock and voting securities of the Company immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation, beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such reorganization, merger or consolidation, or a complete
liquidation or dissolution of the Corporation or of its sale or other
disposition of all or substantially all of the assets of the Corporation.
(h) "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.
<PAGE>
(i) "COMMITTEE" means the Committee appointed by the Board to
administer the Plan.
(j) "CORPORATION" means Jefferson Bankshares, Inc. including all
Affiliates and Subsidiaries, or any successor thereto as provided in Article 14
herein.
(k) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(l) "FAIR MARKET VALUE" on a particular date means as follows:
(i) If the Common Stock is listed or admitted to trading on such
date on the New York Stock Exchange, the mean between the high and low sales
price of a share of Common Stock in consolidated trading as reported for such
date in the WALL STREET JOURNAL--NEW YORK STOCK EXCHANGE COMPOSITE TRANSACTIONS;
or
(ii) If the Common Stock is not listed or admitted to trading on
the New York Stock Exchange but is listed or admitted to trading on another
national exchange, the mean between the high and low sales price of a share of
Common Stock in consolidated trading as reported for such date in the WALL
STREET JOURNAL with regard to securities listed or admitted to trading on such
national exchange; or
(iii) If the Common Stock is not listed or admitted to trading on
any national exchange, the mean between the high and low sales price of a share
of Common Stock as reported for such date in the WALL STREET JOURNAL with regard
to NASDAQ issues or, if the Common Stock is publicly traded on such date but
NASDAQ prices are not quoted for such date in the WALL STREET JOURNAL, the mean
of the closing bid and asked prices of a share of Common Stock on such date as
furnished by a professional market maker making a market in the Common Stock; or
(iv) If in (i), (ii) or (iii) above, as applicable, there were no
sales on such date reported as provided above, the respective prices on the most
recent prior day on which a sales was so reported.
In the case of an Incentive Stock Option, if the foregoing method of
determining fair market value should be inconsistent with section 422 of the
Code, "Fair Market Value" shall be determined by the Committee in a manner
consistent with such section of the Code and shall mean the value as so
determined.
(m) "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase
Stock, granted under Article 6 herein, which is designated as an incentive stock
option and is intended to meet the requirements of Section 422 of the Code.
(n) "KEY EMPLOYEE" means an officer or other key employee of the
Corporation or its Subsidiaries, who, in the opinion of the Committee, can
contribute significantly to the growth and profitability of, or perform services
of major importance to, the Corporation and its Subsidiaries. Key Employee does
not include directors of the Corporation who are not also employees of the
Corporation or its Subsidiaries.
(o) "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Stock, granted under Article 6 herein, which is not intended to be an Incentive
Stock Option.
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(p) "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option.
(q) "OTHER STOCK UNIT AWARD" means awards of Stock or other awards
that are valued in whole or in part by reference to, or are otherwise based on,
Shares or other securities of the Corporation.
(r) "PARTICIPANT" means a Key Employee who has been granted an Award
under the Plan.
(s) "PERFORMANCE AWARD" means a performance-based Award, which may be
in the form of either Performance Shares or Performance Units.
(t) "PERFORMANCE SHARE" means an Award, designated as a Performance
Share, granted to a Participant pursuant to Article 9 herein, the value of which
is determined by the Fair Market Value of the Corporation's Stock in a manner
deemed appropriate by the Committee and described in the Agreement.
(u) "PERFORMANCE UNIT" means an Award, designated as a Performance
Unit, granted to a Participant pursuant to Article 9 herein, the value of which
is determined, in whole or in part, by the attainment of preestablished goals
relating to Corporation financial or operating performance as deemed appropriate
by the Committee and described in the Agreement but which is not determined by
reference to the Fair Market Value of Common Stock.
<PAGE>
(v) "PERIOD OF RESTRICTION" means the period during which the transfer
of Shares of Restricted Stock is restricted, pursuant to Article 8 herein.
(w) "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d).
(x) "PLAN" means the Jefferson Bankshares, Inc. 1995 Long Term
Incentive Stock Plan as herein described and as hereafter from time to time
amended.
(y) "RELATED OPTION" means an Incentive Stock Option or a Nonqualified
Stock Option granted in conjunction with the grant of a Stock Appreciation
Right.
(z) "RESTRICTED STOCK" means an Award of Stock granted to a
Participant pursuant to Article 8 herein.
(aa) "RULE 16B-3" means Rule 16b-3 adopted pursuant to Section 16(b)
of the Exchange Act. A reference in the Plan to Rule 16b-3 shall include a
reference to any corresponding rule (or number redesignation) of any amendments
to Rule 16b-3 adopted after the effective date of the Plan's adoption.
(bb) "SECRETARY" means the officer designated as the Secretary of the
Corporation.
(cc) "STOCK" or "SHARES" or "COMMON STOCK" means the common stock of
the Corporation.
(dd) "STOCK APPRECIATION RIGHT" or "SAR" means an Award, designated as
a Stock Appreciation Right, granted to a participant pursuant to Article 7
herein.
(ee) "SUBSIDIARY" shall mean, with respect to any corporation, a
subsidiary of that corporation within the meaning of Code section 424(f).
ARTICLE III.
ADMINISTRATION
3.1 THE COMMITTEE
(a) The Plan shall be administered by a Committee, which shall be
appointed by the Board, consisting of not less than two members of the Board.
Subject to the provisions of paragraph (b) below, the Committee shall be the
Executive Compensation Committee unless the Board shall appoint another
Committee to administer the Plan.
(b) No person shall be appointed to or serve as a member of the
Committee unless at the time of such appointment and service, such person shall
be a "disinterested person," as defined in Rule 16b-3. Insofar as the Plan
applies to or effects any executive officer of the Corporation (within the
meaning of Item 402 of SEC Regulation S-K or any successor provision), the Plan
shall be administered solely by "outside directors" within the meaning of Code
Section 162(m)(4)(C)(i).
3.2 COMMITTEE POWERS. The Committee shall have all powers necessary or
desirable to administer the Plan. The express grant in this Plan of any
<PAGE>
specific power to the Committee shall not be construed as limiting any power or
authority of the Committee. In addition to any other powers and, subject to the
provisions of the Plan, the Committee shall have the following specific powers:
(i) to determine the terms and conditions upon which the Awards may be made and
exercised; (ii) to determine all terms and provisions of each Agreement, which
need not be identical; (iii) to construe and interpret the Agreements and the
Plan; (iv) to establish, amend, or waive rules or regulations for the Plan's
administration; (v) to accelerate the exercisability of any Award, the end of a
Performance Period or termination of any Period of Restriction; (vi) to amend
the terms of previously granted Awards so long as the terms as amended are
consistent with the terms of the Plan and provided that the consent of the
Participant is obtained with respect to any amendment that would be detrimental
to the Participant, except that such consent will not be required if such
amendment is for the purpose of complying with Rule 16b-3 or any requirement of
the Code applicable to the award; and (vii) to make all other determinations and
take all other actions necessary or advisable for the administration of the
Plan.
3.3 SELECTION OF PARTICIPANTS. The Committee shall have the authority to
grant Awards under the Plan, from time to time, to such Key Employees as may be
selected by it. Each Award shall be evidenced by an Agreement.
3.4 DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan shall be final, conclusive, and
binding.
3.5 RULE 16B-3 REQUIREMENTS; CODE SECTION 162(M).
Any provision of the Plan to the contrary notwithstanding: (a) the Committee may
impose such conditions on any Award, and the Board may amend the Plan in any
such respects, as the Committee and the Board, respectively, may determine, on
the advice of counsel, are necessary or desirable to satisfy the provisions of
Rule 16b-3; (b) transactions by and with respect to officers and directors of
the Corporation who are subject to Section 16(b) of the Exchange Act (hereafter,
"Section 16 Persons") shall comply with any applicable conditions of Rule 16b-3
unless the Committee determines otherwise; (c) transactions with respect to
persons whose remuneration is subject to the provisions of Section 162(m) of the
Code shall conform to the requirements of Section 162(m)(4)(C) of the Code
unless the Committee determines otherwise; (d) the Plan is intended to give the
Committee the authority to grant Awards that qualify as performance-based
compensation under Code Section 162(m)(4)(C) as well as Awards that do not so
qualify; and (e) any provision of the Plan that would prevent the Committee from
exercising the authority referred to in clause (d) above or that would prevent
an Award that the Committee intends to qualify as performance-based compensation
under Code Section 162(m)(4)(C) from so qualifying shall be administered,
interpreted and construed to carry out the Committee's intention and any
provision that cannot be so administered, interpreted and construed shall to
that extent be disregarded.
3.6 INDEMNIFICATION OF COMMITTEE. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Corporation against
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Award granted or made hereunder, and against all amounts reasonably
paid by them in settlement thereof or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, if such members acted in good faith and
in a manner which they believed to be in, and not opposed to, the best interests
of the Corporation and its Subsidiaries.
ARTICLE IV.
STOCK SUBJECT TO THE PLAN
<PAGE>
4.1 NUMBER OF SHARES. Subject to adjustment as provided in Section 4.4
herein, the maximum aggregate number of Shares that may be issued pursuant to
Awards made under the Plan shall not exceed 750,000. No more than one-third of
the aggregate number of such Shares shall be issued in connection with
Restricted Stock Awards, Performance Awards, or Other Stock Unit Awards.
Further, subject to Section 4.4, the maximum number of shares that may be issued
pursuant to Awards made under the Plan to any Participant in a consecutive
twelve month period shall not exceed 75,000. Except as provided in Sections 4.2
and 4.3 herein, the issuance of Shares in connection with the exercise of, or as
other payment for, Awards under the Plan shall reduce the number of Shares
available for future Awards under the Plan.
4.2 LAPSED AWARDS OR FORFEITED SHARES. If any Award granted under this Plan
terminates, expires, or lapses for any reason other than by virtue of exercise
of the Award, or if Shares issued pursuant to Awards are forfeited, any Stock
subject to such Award again shall be available for the grant of an Award under
the Plan; provided that any such Stock shall be available for the grant of an
Award to a Section 16 Person only if the forfeiting employee received no
benefits of ownership such as dividends (but excluding voting rights) from the
Stock or Rule 16b-3 would in the opinion of the Committee otherwise be
satisfied.
4.3 DELIVERY OF SHARES AS PAYMENT. In the event a Participant pays the
Option Price for Shares pursuant to the exercise of an Option with previously
acquired Shares, the number of Shares available for future Awards under the Plan
shall be reduced only by the net number of new Shares issued upon the exercise
of the Option; provided that the number of Shares available for future Awards to
Section 16 Persons under the Plan shall be reduced only by the net number of new
Shares issued upon the exercise of the Option only if Rule 16b-3 would in the
opinion of the Committee be satisfied.
4.4 CAPITAL ADJUSTMENTS. If the outstanding Shares of the Corporation are
increased, decreased or exchanged, through merger, consolidation, sale of all or
substantially all of the property of the Corporation, reorganization,
recapitalization, reclassification, stock dividend, stock split or other
distribution in respect of such Shares, for a different number or kind of
Shares, or if additional Shares or new or different Shares are distributed in
respect of such Shares, an appropriate and proportionate adjustment shall be
made by the Committee, whose determination shall be binding on all persons. The
number and class of Shares subject to each outstanding Award, the Option Price
and the aggregate number and class of Shares for which Awards thereafter may be
made shall be subject to such adjustment. If the adjustment would produce
fractional Shares with respect to any then outstanding Awards, the Committee may
adjust appropriately the number of Shares covered by the outstanding Awards so
as to eliminate the fractional shares. Any adjustments to be made with respect
to Incentive Stock Options shall comply with Sections 422 and 424 of the Code.
<PAGE>
ARTICLE V.
ELIGIBILITY
Persons eligible to participate in the Plan include all employees of the
Corporation and its Subsidiaries who, in the opinion of the Committee, are Key
Employees. Key Employees may not include Directors of the Corporation who are
not employees of the Corporation or its Subsidiaries.
ARTICLE VI.
STOCK OPTIONS
6.1 GRANT OF OPTIONS TO KEY EMPLOYEES. Subject to the terms and provisions
of the Plan, Options may be granted to Key Employees at any time and from time
to time as shall be determined by the Committee. Subject to Section 4.1 above,
the Committee shall have complete discretion in determining the number of Shares
subject to Options granted to each Key Employee, provided, however, that the
aggregate Fair Market Value (determined at the time the Award is made) of Shares
with respect to which a Key Employee may first exercise ISOs granted under the
Plan during any calendar year may not exceed $100,000 or such amount as shall be
specified in Section 422 of the Code and rules and regulations thereunder.
6.2 OPTION AGREEMENT. Each Option grant shall be evidenced by an Agreement
that shall specify the type of Option granted, the Option Price (as hereinafter
defined), the duration of the Option, the number of Shares to which the Option
pertains, any conditions imposed upon the exercisability of Options in the event
of retirement, death, disability, or other termination of employment, and such
other provisions as the Committee shall determine. The Agreement shall specify
whether the Option is intended to be an Incentive Stock Option within the
meaning of Section 422 of the Code, or a Nonqualified Stock Option not intended
to be within the provisions of Section 422 of the Code.
6.3 OPTION PRICE. The exercise price per share of Stock covered by an
Option ("Option Price") shall be determined by the Committee subject to the
following limitations. In the case of an ISO, the Option Price shall not be less
than 100% of the Fair Market Value of such Stock on the Grant Date or in the
case of any optionee who, at the time such Incentive Stock Option is granted,
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of his employer corporation or of its parent or subsidiary
corporation, not less than 110% of the Fair Market Value of such Stock on the
date the Incentive Stock Option is granted. In the case of a NQSO, the Option
Price shall not be less than 85% of the Fair Market Value of the Stock on the
Grant Date. In no event shall the Option Price of any option be less than the
par value of the Stock.
6.4 DURATION OF OPTIONS. Each Option shall expire at such time as the
Committee shall determine at the time of grant provided, however, that no Option
shall be exercisable later than the tenth (10th) anniversary date of its Award
Date and no Incentive Stock Option which is granted to any optionee who, at the
time such Option is granted, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of his employer corporation or of
its parent or subsidiary corporation, shall be exercisable after the expiration
of five years from the date such Option is granted.
6.5 EXERCISABILITY. Options granted under the Plan shall be exercisable at
such times and be subject to such restrictions and conditions as the Committee
shall determine, which need not be the same for all Participants. No Option,
however, shall be exercisable until the expiration of at least twelve months
after the Award Date, except that such limitation shall not apply in the case of
death or disability of the Participant, or as set forth in Article XI of this
Plan.
<PAGE>
6.6 METHOD OF EXERCISE. Options may be exercised by the delivery of a
written notice to the Corporation in the form prescribed by the Committee
setting forth the number of Shares with respect to which the Option is to be
exercised. The Option Price shall be payable to the Corporation in full by the
Participant who, if so provided in the Option Agreement, may: (i) deliver cash
in satisfaction of all or any part of the Option Price; (ii) deliver, or cause
to be withheld from the Option, Shares of Stock, valued at Fair Market Value on
the date of exercise, in satisfaction of all or any part of the Option Price; or
(iii) deliver a properly executed exercise notice together with irrevocable
instructions to a broker to sell immediately some or all of the Shares acquired
by exercise of the Option and to deliver promptly to the Corporation an amount
of the sale proceeds (and in lieu of or pending a sale, loan proceeds)
sufficient to pay the Option Price. For purposes of payment described in (iii)
above, the exercise shall be deemed to have occurred on the date the Corporation
receives the exercise notice, accompanied by the broker instructions.
6.7 NONTRANSFERABILITY OF OPTIONS.
(a) Except as specifically provided in the Agreement pursuant to
subsection (b) or Section 15.2 below, no Options granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. During the
lifetime of a Participant to whom an Incentive Stock Option is granted, the
Incentive Stock Option may be exercised only by the Participant.
(b) The Committee may grant Nonqualified Stock Options (with or
without tandem SARs) that are transferable during the lifetime of the
Participant, provided that (i) no consideration is paid for the transfer and
(ii) no Options granted to persons subject to Section 16 of the Exchange Act may
be transferable unless and except to the extent such transferability would not
result in the loss of any Rule 16b-3 exemptions for nontransferable Options
granted or to be granted under the Plan. The transferee of an Option shall be
subject to all restrictions applicable to the Option prior to its transfer. The
Agreement granting the Option shall set forth the transfer conditions and
restrictions. The Committee may impose on any transferable Option and on Stock
issued upon the exercise of an Option such limitations and conditions as the
Committee deems appropriate.
ARTICLE VII.
STOCK APPRECIATION RIGHTS
7.1 GRANT OF STOCK APPRECIATION RIGHTS. Subject to the terms and conditions
of the Plan, Stock Appreciation Rights may be granted to Participants, at the
discretion of the Committee, in any of the following forms:
(a) In connection with the grant, and exercisable in lieu of Options
("Tandem SARs");
(b) In connection with and exercisable in addition to the grant of
Options ("Additive SARs");
(c) Independent of the grant of Options ("Freestanding SARs"); or
(d) In any combination of the foregoing.
7.2 EXERCISE OF TANDEM SARS. Tandem SARs may be exercised with respect to
all or part of the Shares subject to the Related Option. The exercise of
<PAGE>
Tandem SARs shall cause a reduction in the number of Shares subject to the
Related Option equal to the number of Shares with respect to which the Tandem
SAR is exercised. Conversely, the exercise, in whole or part, of a Related
Option, shall cause a reduction in the number of Shares subject to the Tandem
Option equal to the number of Shares with respect to which the Related Option is
exercised. Shares with respect to which the Tandem SAR shall have been exercised
may not be subject again to an Award under the Plan.
Notwithstanding any other provision of the Plan to the contrary, a
Tandem SAR shall expire no later than the expiration of the Related Option and
shall be exercisable only when the Related Option is eligible to be exercised.
In addition, if the Related Option is an ISO, a Tandem SAR shall be exercised
for no more than 100% of the difference between the Fair Market Value of Shares
subject to the Related Option at the time the Tandem SAR is exercised and the
Option Price of the Related Option.
7.3 EXERCISE OF ADDITIVE SARS. Additive SARs shall be deemed to be
exercised upon, and in addition to, the exercise of the Related Option. The
deemed exercise of Additive SARs shall not reduce the number of Shares with
respect to which the Related Option remains unexercised.
7.4 EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes
upon such SARs.
7.5 OTHER CONDITIONS APPLICABLE TO SARS. No SAR granted under the Plan
shall be exercisable until the expiration of at least twelve months after the
Grant Date, except that such limitation shall not apply in the case of the death
or disability of the Participant, or as set forth in Article XI of this Plan. In
no event shall the term of any SAR granted under the Plan exceed ten years from
the Grant Date. A SAR may be exercised only when the Fair Market Value of a
Share exceeds either (a) the Fair Market Value per Share on the Grant Date in
the case of a Freestanding SAR or (b) the Option Price of the Related Option in
the case of either a Tandem or Additive SAR. A SAR shall be exercised by
delivery to the Committee of a notice of exercise in the form prescribed by the
Committee.
7.6 PAYMENT UPON EXERCISE OF SARS. Subject to the provisions of the
Agreement, upon the exercise of a SAR, the Participant is entitled to receive,
without any payment to the Corporation (other than required tax withholding
amounts), an amount equal to the product of multiplying (i) the number of shares
with respect to which the SAR is exercised by (ii) an amount equal to the excess
of (A) the Fair Market Value per Share on the date of exercise of the SAR over
(B) either (x) the Fair Market Value per Share on the Award Date in the case of
a Freestanding SAR or (y) the Option Price of the Related Option in the case of
either a Tandem or Additive SAR.
Payment to the Participant shall be made in Shares, valued at the Fair
Market Value of the date of exercise, in cash if the Participant has so elected
in his written notice of exercise, or a combination thereof. To the extent
required to satisfy the conditions of Rule 16b-3(e) under the Exchange Act, or
any successor or similar rule, or as otherwise provided in the Agreement, the
Committee shall have the sole discretion to consent to or disapprove the
election of any Participant to receive cash in full or partial settlement of an
SAR. In cases where an election of settlement in cash must be consented to by
the Committee, the Committee may consent to, or disapprove, such election at any
time after such election, or within such period for taking action as is
specified in the election, and failure to give consent shall be disapproval.
Consent may be given in whole or as to a portion of the SAR surrendered by the
Participant. If the election to receive cash is disapproved in whole or in part,
the SAR shall be deemed to have been exercised for Shares, or, if so specified
in the notice of exercise and election, not to have been exercised to the extent
the election to receive cash is disapproved.
<PAGE>
7.7 NONTRANSFERABILITY OF SARS.
(a) Except as specifically provided in the Agreement pursuant to
subsection (b) below or Section 15.2, no SARs granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
SARs granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.
(b) The Committee may grant SARs that are transferable during the
lifetime of the Participant provided that (i) no consideration is paid for the
transfer, (ii) no SAR granted to persons subject to Section 16 of the Exchange
Act may be transferable unless and except to the extent such transferability
would not result in the loss of any Rule 16b-3 exemptions for nontransferable
SARs granted or to be granted under the Plan, and (iii) if the SARs are Tandem
SARs or Additive SARs, the Related Option is transferable.
The transferee of an SAR shall be subject to all restrictions applicable to
the SAR prior to its transfer. The Agreement granting the SAR shall set forth
the transfer conditions and restrictions. The Committee may impose on any
transferable SAR such limitations and conditions as the Committee deems
appropriate.
ARTICLE VIII.
RESTRICTED STOCK
8.1 GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Participants receiving Restricted Stock Awards shall not be
required to pay the Corporation therefor (except for applicable tax withholding)
other than the rendering of services and/or until other conditions are satisfied
as determined by the Committee in its sole discretion, unless required by
applicable law.
8.2 RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be
evidenced by an Agreement that shall specify the Period of Restriction; the
conditions which must be satisfied prior to removal of the restriction; the
number of Restricted Stock Shares granted; and such other provisions as the
Committee shall determine.
8.3 TRANSFERABILITY. Except as provided in this Article 8 and subject to
the limitation in the next sentence, the Shares of Restricted Stock granted
hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the termination of the applicable Period of
Restriction or upon earlier satisfaction of other conditions as specified by the
Committee in its sole discretion and set forth in the Agreement. No restriction
shall be removed until the expiration of at least twelve months after the Award
Date, except that such limitation shall not apply in the case of death or
disability of the Participant, or as set forth in Article XI of this Plan. All
rights with respect to the Restricted Stock granted to a Participant under the
Plan shall be exercisable during his lifetime only by such Participant or his
guardian or legal representative.
8.4 OTHER RESTRICTIONS. The Committee shall impose such other restrictions
on any Shares of Restricted Stock granted pursuant to the Plan as it may deem
advisable including, without limitation, restrictions under applicable Federal
or state securities laws, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.
<PAGE>
Alternatively, the Committee, in its sole discretion, may have Shares of
Restricted Stock issued without legend and held by the Secretary until such time
all restrictions are satisfied.
8.5 CERTIFICATE LEGEND. In the event the Committee elects to legend the
certificates representing Restricted Stock, and in addition to any legends
placed on certificates pursuant to Section 8.4 herein, each certificate
representing shares of Restricted Stock granted pursuant to the Plan shall bear
the following legend:
"The sale or other transfer of the Shares of Stock
represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer set forth
in the 1995 Long Term Incentive Stock Plan of Jefferson Bankshares, Inc.,
in the rules and administrative procedures adopted pursuant to such Plan,
and in an Agreement dated ____________________. A copy of the Plan, such
rules and procedures, and such Restricted Stock Agreement may be obtained
from the Secretary of Jefferson Bankshares, Inc."
8.6 REMOVAL OF RESTRICTIONS. Except as otherwise provided in this Article
8, Shares of Restricted Stock covered by each Restricted Stock Award made under
the Plan shall become freely transferable by the Participant after the last day
of the Period of Restriction and/or upon the satisfaction of other conditions as
determined by the Committee in its sole discretion. Once the Shares are released
from the restrictions, the Participant shall be entitled to have removed any
legend that may have been placed on certificates pursuant to Sections 8.4 and
8.5 herein.
8.7 VOTING RIGHTS. During the Period of Restriction, Participants in whose
name Shares of Restricted Stock are granted hereunder may exercise full voting
rights with respect to those Shares.
8.8 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
Participants in whose name Shares of Restricted Stock are granted hereunder
shall be entitled to receive all dividends and other distributions paid with
respect to those Shares. If any such dividends or distributions are paid in
Shares, the Shares shall be subject to the same restrictions on transferability
as the Shares of Restricted Stock with respect to which they were distributed.
8.9 TERMINATION OF EMPLOYMENT DUE TO RETIREMENT. Unless otherwise provided
in the Agreement, in the event that a Participant terminates his employment with
the Corporation or one of its Subsidiaries due to retirement defined as the
earlier of attaining age 65, or age 55 plus at least 15 continuous years of
service with the Corporation and with the consent of the Corporation, any
remaining Period of Restriction applicable to the Restricted Stock Shares
pursuant to Section 8.3 herein shall automatically terminate, and except as
otherwise provided in Section 8.4 herein, the Shares of Restricted Stock shall
thereby be delivered to such Participant free of restrictions.
8.10 TERMINATION OF EMPLOYMENT DUE TO DEATH OR DISABILITY. In the event a
Participant's employment is terminated because of death or disability during the
Period of Restriction, any remaining Period of Restriction applicable to the
Restricted Stock pursuant to Section 8.3 herein shall automatically terminate
and, except as otherwise provided in Section 8.4 herein, the shares of
Restricted Stock shall thereby be released and free of restrictions.
8.11 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. Unless otherwise provided
in the Agreement, in the event that a Participant terminates his employment with
the Corporation for any reason other than for death, disability, or retirement,
as set forth in Section 8.9 and 8.10 herein, during the Period of Restriction,
then any shares of Restricted Stock still subject to restrictions as of the date
of such termination shall automatically be forfeited and, if held by the
Participant, returned to the Corporation.
<PAGE>
ARTICLE IX.
PERFORMANCE AWARDS
9.1 GRANT OF PERFORMANCE AWARDS. Subject to the terms and provisions of the
Plan, Performance Awards in the form of either Performance Units or Performance
Shares may be granted to Participants at any time and from time to time as shall
be determined by the Committee. Subject to Section 4.1 above, the Committee
shall have complete discretion in determining the number of Performance Units or
Performance Shares granted to each Participant; provided that on each date that
any cash is paid to any Participant pursuant to Performance Units, the amount of
cash shall be divided by the Fair Market Value of a share of the Common Stock,
and the result shall be deducted from the number of shares that may be issued to
such Participant under Section 4.1 above pursuant to Awards made to such
Participant in the 12-month period in which such Performance Units were granted.
Participants receiving Performance Awards shall not be required to pay the
Corporation therefor (except for applicable tax withholding) unless required by
applicable law.
9.2 VALUE OF PERFORMANCE AWARDS. The Committee shall determine the number
of Performance Units or Performance Shares granted to each Participant as a
Performance Award. The Committee shall set performance goals in its discretion
for each Participant who is granted a Performance Award. The extent to which
such performance goals are met will determine the value of the Performance Unit
or Performance Share to the Participant. Such performance goals may be
particular to a Participant, may relate to the performance of the Subsidiary
which employs him, may be based on the performance of the Corporation generally,
or a combination of the foregoing. The performance goals may be based on
achievement of balance sheet or income statement objectives, or any other
objectives established by the Committee. The performance goals may be absolute
in their terms or measured against or in relationship to other companies
comparably, similarly or otherwise situated. The Committee shall determine the
time period during which the performance goals must be met ("Performance
Period"), provided, however, that the Performance Period may not be less than
twelve months from the Award Date. The terms and conditions of each Performance
Award shall be set forth in an Agreement.
9.3 SETTLEMENT OF PERFORMANCE AWARDS. After a Performance Period has ended,
the holder of a Performance Unit or Performance Share shall be entitled to
receive the value thereof based on the degree to which the performance goals
established by the Committee and set forth in the Agreement have been satisfied.
9.4 FORM OF PAYMENT. Payment of the amount to which a Participant shall be
entitled upon the settlement of Performance Award shall be made in cash, Stock,
or a combination thereof as determined by the Committee. Payment may be made in
a lump sum or installments as prescribed by the Committee.
9.5 NONTRANSFERABILITY. Unless the Committee provides otherwise pursuant to
Section 15.2 below, no Performance Units or Performance Shares granted under the
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and distribution.
Subject to Section 11, all rights with respect to Performance Units and
Performance Shares granted to a Participant under the Plan shall not be
exercisable until the expiration of twelve months after the Award Date and
thereafter during his lifetime only by such Participant or his guardian or
personal representative.
<PAGE>
ARTICLE X.
OTHER STOCK UNIT AWARDS
10.1 GRANT. The Committee is authorized to grant to Participants, either
alone or in addition to other Awards made under the Plan, Other Stock Unit
Awards to be issued at such times, subject to or based upon achievement of such
performance or other goals and on such other terms and conditions as the
Committee shall deem appropriate and specify in the Agreement relating thereto,
which need not be the same with respect to each Participant. Stock or other
securities granted pursuant to Other Stock Unit Awards may be issued for no cash
consideration or for such minimum consideration as may be required by applicable
law.
10.2 SALE AND TRANSFERABILITY. Stock or other securities issued pursuant to
Other Stock Unit Awards may not be sold by a Participant until the expiration of
at least twelve months from the Award Date, except that such limitation shall
not apply in the case of death or disability of a Participant, or as set forth
in Article XI of this Plan. To the extent Other Stock Unit Awards are deemed to
be derivative securities within the meaning of Rule 16b-3 under the Exchange
Act, a Participant's rights with respect to such Awards shall not vest or be
exercisable until the expiration of at least twelve months from the Award Date.
To the extent an Other Stock Unit Award granted under the Plan is deemed to be a
derivative security within the meaning of Rule 16b-3 of the Exchange Act, it may
not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, otherwise than by will or by the laws of descent and distribution
unless the Committee provides otherwise pursuant to Section 15.2 below. All
rights with respect to such Other Stock Unit Awards granted to a Participant
under the Plan shall be exercisable during his lifetime only by such Participant
or his guardian or personal representative.
ARTICLE XI.
CHANGE IN CONTROL
In the event of a Change in Control of the Corporation, the Committee may,
in its complete discretion, cause: (i) each Option then outstanding under the
Plan to become fully exercisable and remain so for the duration of the Option as
specified in the Agreement; (ii) all restrictions or conditions related to
grants of Restricted Stock to be deemed immediately and fully satisfied and all
certificates representing such Shares of Restricted Stock to be released or have
any legend removed by the Secretary, and thereby become freely transferable; and
(iii) the acceleration or release of any or all restrictions or conditions
related to an Award, in such a manner, in the case of Section 16 Persons, as to
conform to the provisions of Rule 16b-3.
<PAGE>
ARTICLE XII.
AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN
12.1 AMENDMENT, MODIFICATION, AND TERMINATION. At any time and from time to
time, the Board may terminate, amend, or modify the Plan. The Board is
specifically authorized to amend the Plan and take such other action as it deems
necessary or appropriate to comply with Code Section 162(m) and regulations
issued thereunder. Such amendment or modification may be without shareholder
approval except to the extent that such approval is required by the Code,
pursuant to the rules under Section 16 of the Exchange Act, by any national
securities exchange or system on which the Stock is then listed or reported, by
any regulatory body having jurisdiction with respect thereto or under any other
applicable laws, rules, or regulations.
12.2 AWARDS PREVIOUSLY GRANTED. No termination, amendment, or modification
of the Plan, other than pursuant to Section 4.4 herein, shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
written consent of the Participant.
ARTICLE XIII.
WITHHOLDING
13.1 TAX WITHHOLDING. The Corporation shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Corporation, an
amount sufficient to satisfy Federal, State, and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment under or as a result of this Plan.
13.2 STOCK WITHHOLDING. To the extent the Code requires withholding upon
the exercise of Nonqualified Stock Options, or upon the lapse of restrictions on
Restricted Stock, or upon the occurrence of any other similar taxable event, the
Committee may permit or require, subject to any rules it deems appropriate, the
withholding requirement to be satisfied, in whole or in part, with or without
the consent of the participant, by having the Corporation withhold Shares of
Stock having a Fair Market Value equal to the amount required to be withheld.
The value of the Shares to be withheld shall be based on Fair Market Value of
the Shares on the date that the amount of tax to be withheld is to be
determined.
ARTICLE XIV.
SUCCESSORS
All obligations of the Corporation under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Corporation, whether
the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Corporation.
ARTICLE XV.
GENERAL
15.1 REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares
of Stock under this Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies as may be
required. No Shares of Stock shall be issued or transferred pursuant to this
Plan unless and until all legal requirements applicable to such issuance or
transfer have, in the opinion of counsel to the Corporation, been
<PAGE>
complied with. In connection with any such issuance or transfer, the person
acquiring the Shares shall, if requested by the Corporation, give assurances
satisfactory to counsel to the Corporation in respect to such matters as the
Corporation may deem desirable to assure compliance with all applicable legal
requirements.
15.2 EFFECT OF PLAN. The establishment of the Plan shall not confer upon
any Participant any legal or equitable right against the Corporation, a
Subsidiary, or the Committee, except as expressly provided in the Plan. The Plan
does not constitute an inducement or consideration for the employment of any
Participant, nor is it a contract between the Corporation or any of its
Subsidiaries and any Participant. Participation in the Plan shall not give any
Participant any right to be retained in the service of the Corporation or any of
its Subsidiaries. No award and no right under the Plan, contingent or otherwise,
shall be assignable or subject to any encumbrance, pledge or charge of any
nature except that, under such rules and regulations as the Committee may
establish pursuant to the terms of the Plan, a beneficiary may be designated in
respect to the Award in the event of the death of the holder of the Award and
except, also, that if the beneficiary shall be the executor or administrator of
the estate of the holder of the Award, any rights in respect to such Award may
be transferred to the person or persons or entity (including a trust) entitled
thereto under the will of the holder of such Award or under the laws relating to
descent and distribution.
15.3 DISTRIBUTIONS. No Participant may exercise an Award or engage in any
other transaction with respect to an Award or the Plan during the balance of the
calendar year after the Participant receives a hardship distribution from a plan
of the Corporation or a related party within the provisions of Code Sections
414(b),(c), (m) or (o) containing a cash or deferred arrangement under Section
401(k) of the Code, or during the following calendar year, if such exercise or
other transaction would constitute an elective contribution or employee
contribution to the Plan within the meaning of Treasury Regulation section
1.401(k)-1(d)(2)(iv)(B)(4). The preceding sentence shall not apply if and to the
extent that the Committee determines it is not necessary to qualify any such
plan as a cash or deferred arrangement under Section 401(k) of the Code.
15.4 CREDITORS. The interests of any Participant under the Plan or any
Agreement are not subject to the claims of creditors and may not, in any way, be
assigned, alienated, or encumbered.
15.5 GOVERNING LAW. The Plan, and all Agreements hereunder, shall be
governed, construed, and administered in accordance with and governed by the
laws of the Commonwealth of Virginia and the intention of the Corporation is
that ISOs granted under the Plan qualify as such under Section 422 of the Code.
15.6 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.
AMENDMENT TO
JEFFERSON BANKSHARES, INC.
1995 LONG TERM INCENTIVE STOCK PLAN
The Jefferson Bankshares, Inc. 1995 Long Term Incentive Stock Plan (the
"Plan") is hereby amended as follows:
1. Section 4.1 of Article IV is amended to provide as follows:
4.1 NUMBER OF SHARES AND LIMITATION ON CERTAIN GRANTS. Subject
to adjustment as provided in Section 4.4 herein:
(a) The maximum aggregate number of Shares that may
be issued pursuant to Awards made under the Plan shall not
exceed 750,000. No more than one-third of the aggregate number
of such Shares shall be issued in connection with Restricted
Stock Awards or Other Stock Unit Awards and the maximum number
of shares that may be issued pursuant to Awards made under the
Plan to any Participant in a consecutive twelve month period
shall not exceed 75,000.
(b) The maximum number of Shares with respect to
which Incentive Stock Options, Nonqualified Stock Options,
Stock Appreciation Rights or other Awards denominated in
Shares may be granted in any calendar year to a Participant in
the Plan is 75,000.
(c) Except as provided in Section 4.2 and 4.3 herein,
the issuance of Shares in connection with the exercise of
grants or as payment for Awards under the Plan shall reduce
the number of Shares available for future grants or Awards
under the Plan.
2. Section 6.6.(ii) of Article VI is amended to provide as follows:
(ii) deliver Shares of Stock that the participant has owned
for at least six months (valued at Fair Market Value on the date of
exercise), or cause to be withheld from the Option, Shares of Stock
(valued at their Fair Market Value on the date of exercise) in
satisfaction of all or any part of the Option Price.
3. Section 8.3 of Article VIII is amended to change the reference to
"twelve months" to "thirty-six months."
<PAGE>
4. Article IX is deleted and not replaced and references in the Plan to
Performance Shares and Performance Units are hereby deleted.
5. The term "other securities" as used in Section 2.1(q) of Article II,
Article X, and elsewhere in the Plan is hereby deleted.
6. Section 13.2 of Article XIII is amended to provide as follows:
13.2 STOCK WITHHOLDING OR DELIVERY. As an alternative to
making a cash payment to the Corporation to satisfy tax withholding
obligations, the Committee may establish procedures permitting the
Participant to elect to (i) deliver shares of Shares of Stock owned by
the Participant for at least six months (valued at their Fair Market
Value on the date of delivery), or (ii) have the Corporation retain
that number of Shares of Stock (valued at their Fair Market Value as of
the date specified in the Committee's procedures) that would satisfy
all or a specified portion of the Participant's federal, state and
local tax withholding liabilities arising with respect to the Award in
the year it becomes subject to tax. Any such election shall be made
only in accordance with procedures established by the Committee.
This Amendment adopted June 27, 1995 is effective as though originally
incorporated in the Plan document as approved by the Board of Directors and the
shareholders of Jefferson Bankshares.
JEFFERSON BANKSHARES, INC.
By: _______________________
President and
Chief Executive Officer
<PAGE>
EXHIBIT 99.2
WACHOVIA CORPORATION
1997 DECLARATION OF AMENDMENT TO
JEFFERSON BANKSHARES, INC.
1995 LONG TERM INCENTIVE STOCK PLAN
THIS DECLARATION OF AMENDMENT, made this 24th day of October, 1997, by
WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"), to the
Jefferson Bankshares, Inc. 1995 Long Term Incentive Stock Plan (the "Plan").
R E C I T A L S:
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of June 9, 1997 by and between the Corporation and
Jefferson Bankshares, Inc. ("Jefferson"), Jefferson will merge with and into the
Corporation, with the Corporation as the surviving corporation; and
WHEREAS, pursuant to Section 3.06 of the Merger Agreement, as of the
effective time of the merger (the "Merger"), each outstanding option to purchase
shares of Jefferson common stock under the Plan, whether vested or unvested,
will be converted into an option to acquire shares of the common stock of the
Corporation (the "Common Stock"); and
WHEREAS, pursuant to Section 6.13 of the Merger Agreement, the
Corporation shall honor, in accordance with the terms of the Plan, all
outstanding obligations to current and former Jefferson employees; and
WHEREAS, pursuant to Article XIV of the Plan, all obligations of
Jefferson under the Plan with respect to awards granted under the Plan shall be
binding on any successor to the Corporation; and
WHEREAS, pursuant to Section 12.1 of the Plan, the Board may terminate,
amend or modify the Plan, subject to the terms of the Plan; and
WHEREAS, in connection with its assumption of awards under the Plan,
and subject to the consummation of the Merger, the Corporation has determined
that it would be in the best interest of the Corporation to make certain
amendments to the Plan in order to facilitate administration of the Plan and to
conform certain provisions in the Plan with other stock incentive plans
maintained by the Corporation.
NOW, THEREFORE, IT IS DECLARED, that, effective immediately following
the effective time of the Merger, the Plan shall be amended as follows:
1
<PAGE>
1. All references in the Plan to the "Corporation", including but in no
way limited to the definition of the term contained in Section 2.1(j), shall
hereafter be deemed to be references to Wachovia Corporation.
2. All references to the terms "Stock," "Shares" and "Common Stock,"
including but not limited to the definition of such terms contained in Section
2.1(cc), shall hereafter be deemed to be references to the Common Stock of
Wachovia Corporation.
3. All references to the term "Committee," including but not limited to
the definition of the term contained in Section 2.1(i), shall hereafter be
deemed to be references to the Management Resources and Compensation Committee
of the Board of Directors of Wachovia Corporation.
4. Section 3.1 of the Plan shall be deleted in its entirety and the
following shall be inserted in lieu thereof:
"3.1 The Committee
The Plan shall be administered by the Management Resources and
Compensation Committee of the Board of Directors of the Corporation
(the "Committee"). To the extent required by Rule 16b-3, (i) each
member of the Committee shall be a 'non-employee director,' as such
term is defined in Rule 16b-3 or any successor rule; and (ii) the
Committee shall be comprised of no fewer than the minimum number of
non-employee directors as may be required by Rule 16b-3. To the extent
that the Plan applies to or effects any 'covered employee,' as such
term is defined in Section 162(m) of the Code or related regulations,
the Plan shall be administered solely by 'outside directors' within the
meaning of Section 162(m). Subject to the provisions of the preceding
two sentences, the Committee may, in its sole discretion, delegate to
the Chief Executive Officer of the Corporation the authority to grant
Awards, and to make any or all of the determinations reserved for the
Committee in the Plan, to any individual who (i) is not deemed to be an
officer or director of the Corporation subject to Rule 16b-3, (ii) is
not deemed to be a covered employee subject to Section 162(m) of the
Code and (iii) is otherwise eligible to participate under Article V."
5. Section 6.7 shall be deleted in its entirety and the following shall
be inserted in lieu thereof:
"6.7 Nontransferability of Options
No Options granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, otherwise
than by will or by the laws of descent and distribution. During the
lifetime of Participant to whom an Option is granted, the Option may be
exercised only by the Participant."
2
<PAGE>
6. Section 7.7 of the Plan shall be deleted in its entirety and the
following shall be inserted in lieu thereof:
"7.7 Nontransferability of SARs.
No SARs granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, otherwise
than by will or by the laws of descent and distribution. Further, all
SARS granted to a Participant under the Plan shall be exercisable
during his lifetime only by such Participant or his guardian or legal
representative."
7. Section 15.5 of the Plan is hereby deleted in its entirety and the
following is inserted in lieu thereof:
"15.5 Governing Law. The Plan, and all Agreements hereunder,
shall be governed, construed, and administered in accordance with and
governed by the laws of the State of North Carolina and the intention
of the Corporation is that ISOs granted under the Plan qualify as such
under Section 422 of the Code."
IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of Wachovia Corporation as of the day and year first above written.
WACHOVIA CORPORATION
By: /s/ Leslie M. Baker, Jr.
Chief Executive Officer
ATTEST:
/s/ Alice Washington Grogan
Secretary
[Corporate Seal]
3
<PAGE>
Exhibit 99.3
JEFFERSON BANKSHARES, INC.
INCENTIVE STOCK PLAN
JEFFERSON BANKSHARES, INC., a Virginia corporation (the "Company"), hereby
adopts an Incentive Stock Plan, which shall become effective as of May 1, 1985,
subject to approval of the Plan by the shareholders of the Company.
1. Purpose. This Incentive Stock Plan (the "Plan") is intended to advance
the interests of the Company by providing certain senior officers and key
employees of the Company and its subsidiaries with an additional incentive to
promote the Company's success and to encourage them to remain in the employ of
the Company or a subsidiary of the Company. The Plan conforms to the provisions
of Rule 16b-3 ("Rule 16b-3") of the Securities Exchange Act of 1934.
2. Administration. The Plan shall be administered by a Compensation
Committee (the "Committee") of not less than three directors of the Company, who
shall be appointed by the Board of Directors of the Company and who shall be
"disinterested persons" as that term is defined in Rule 16b-3. The Committee may
adopt rules and regulations from time to time for carrying out the Plan, and the
interpretation and construction of its provisions by the Committee shall be
final and conclusive. The Committee may consult with counsel, who may be counsel
to the Company, and shall not incur any liability for any action taken in good
faith in reliance upon the advice of counsel.
3. Eligibility. The Committee shall have the power to grant an award
("Award") under the Plan to one or more senior officers or key employees of the
Company and its subsidiaries who in the judgment of the Committee will render or
have rendered, and who are expected to continue to render, valuable services
that are vital to the long-term success of the Company and its subsidiaries
(collectively, the "Grantees" and individually, "a Grantee"). The Committee
shall choose each Grantee and shall determine separately for each Grantee the
Award to be granted, the vesting schedule, and the other terms of the Award. The
Committee may make more than one Award to a Grantee.
4. Awards. Each Award shall consist of a specified number of units
("Units") equal to hypothetical shares of common stock of the Company (the
"Common Stock"). The Company shall establish a book account on its records for
the Grantee ("Book Account") and shall credit to the Grantee's Book Account the
number of Units granted pursuant to the Award. No actual shares of Common Stock
or other certificates shall be issued when an Award is granted. Each Grantee
shall be provided with a copy of the Plan and shall be given written notice of
his Award and its terms and conditions. Each Award shall be subject to the
condition that the Grantee has made the election required under Section 8, and
shall be subject to such other conditions as the Committee shall impose.
5. Dividend Equivalents. As of the last day of each fiscal year of the
Company, each Grantee shall be entitled to receive as additional compensation
(subject to applicable federal and state income and payroll withholding taxes)
an amount equal to dividends that were declared as of each record date during
the fiscal year with respect to shares of Common Stock equal to the number of
Units that were credited to the Grantee's Book Account as of each record date.
<PAGE>
6. Vesting. A Grantee's interest in the Units credited to such Grantee's
Book Account shall become vested over a period of time in accordance with a
vesting schedule established by the Committee at the time of the grant, or upon
the happening of certain earlier events as hereinafter provided. The Committee
may establish a different vesting schedule for each Grantee and for each
separate Award to the same Grantee.
7. Termination of Employment; Forfeitures.
(a) The Units credited to a Grantee's Book Account shall become fully
vested (i) when the Grantee attains the age of 65, (ii) upon the Grantee's
retirement prior to age 65 with the consent of the Company, or (iii) upon the
Grantee's death or disability prior to age 65. The Committee shall have complete
discretion to determine whether a Grantee has become disabled. Except as
hereinafter provided, if a Grantee terminates employment before attaining the
age of 65, for any reason other than retirement with the consent of the Company,
any portion of the vested interest in the Grantee's Book Account that has not
previously been distributed shall be distributed as provided in Section 9, and
any previous election made by the Grantee under Section 8 shall be disregarded.
(b) If a Grantee's employment is terminated by the Company or a
subsidiary of the Company for cause (as defined), or if, after a termination of
employment, a Grantee enters into competition (as defined) with the Company or a
subsidiary of the Company, the Grantee shall forfeit the right to receive any
Units (including Units otherwise vested) then credited to such Grantee's Book
Account. As used herein the following terms mean:
(i) Cause - the failure or inability (for reasons other than death
or disability) to discharge the duties for which employed or
termination because of theft, embezzlement or other conduct adverse to
the interests of the Company.
(ii) Competition - within the 12 month period immediately
following termination of employment, any conduct in competition with
the Company or any of its subsidiaries, directly or indirectly, whether
as an employee, sole proprietor, consultant, more-than-5% partner or
more-than-5% shareholder of an organization engaging in a business the
same as or similar to business of the Company or of a subsidiary of the
Company and located in any city or county in which the Company or any
of its subsidiaries conducts business.
8. Election of Form of Distributions.
(a) When the Committee makes an Award, the Grantee shall within 7
days elect, on forms provided by and filed with the Committee, one of the
methods described below by which the Units credited to the Grantee's Book
Account will be distributed. The election shall be irrevocable and may not be
modified by the Grantee.
(b) Grantees shall be permitted to make an election from one of the
following choices:
(i) Units will be distributed (in shares of Common Stock and
cash) to the Grantee each year as they vest.
(ii) Units will be distributed (in shares of Common Stock and
cash) beginning in the year in which the Grantee becomes fully
vested in all Units credited to the Grantee's Book Account, and the
Grantee may further elect that they will be then distributed either
(x) in a lump sum, or
(y) in substantially equal installments over a specified
period of years.
(iii) Units will be distributed (in shares of Common Stock and
cash) beginning at retirement
<PAGE>
(or upon death or disability prior to retirement) and the
Grantee may further elect that they will be then distributed either
(x) in a lump sum, or
(y) in substantially equal installments over a specified
period of years.
(c) While all aspects of the election must be irrevocably made by
the Grantee at the time of the Award, the Committee will have the right
subsequently to modify the Grantee's election if the Committee deems
modification appropriate.
(d) Distributions shall be made in a combination of cash and Common
Stock. The cash portion of each distribution will reduce the shares of Common
Stock to be distributed to the Grantee in a number sufficient in value to equal
or exceed to the nearest whole share the amount of federal and state income and
payroll taxes that the Company is required to withhold on the fair market value
of the aggregate stock and cash distribution.
9. Distributions.
(a) Except as hereinafter provided, the Units credited to the Book
Account of each Grantee who continues as an employee of the Company or of a
subsidiary of the Company until attaining the age of 65 (or until earlier
retirement with the consent of the Company) shall be distributed to the Grantee
according to the method selected by the Grantee pursuant to Section 8. If a
Grantee dies or otherwise terminates employment before age 65 (or before early
retirement with the consent of the Company), the Grantee or designated
beneficiary shall be entitled to distributions as follows:
(i) If a Grantee becomes disabled while such an employee, the
Units credited to the Grantee's Book Account shall become fully
vested and such Units shall be distributed to the Grantee (x) in
accordance with the Grantee's election pursuant to Section 8, or (y)
in five (5) substantially equal annual installments, whichever
period is shorter.
(ii) If a Grantee dies while such an employee, the Units
credited to the Grantee's Book Account shall become fully vested and
such Units shall be distributed to the Grantee's designated
beneficiary in five (5) substantially equal annual installments.
(iii) If such employment of a Grantee terminates for reasons
other than retirement at or after age 65, or before age 65 with the
consent of the Company, disability or death (and provided the
forfeiture provisions of Section 7(b) do not apply), any portion of
the vested interest in the Grantee's Book Account that has not
previously been distributed shall be distributed to the Grantee
beginning at age 65 in ten (10) substantially equal annual
installments.
(b) The Company shall not be required to issue or deliver any
certificate for shares of Common Stock before (i) the admission of such shares
to listing on any stock exchange on which the Common Stock may then be listed,
(ii) completion of any required registration or other qualification of such
shares under state or federal law or regulation that the Committee shall, in its
sole discretion, determine is necessary or advisable, and (iii) the Committee
shall have been advised by counsel that all applicable legal requirements have
been complied with.
10. Beneficiary. A Grantee may designate from time to time, on a form
provided by and filed with the Committee, one or more beneficiaries to receive
the distribution of any Units distributable under the Plan after the Grantee's
death. If a Grantee makes no valid designation, or if the designated
beneficiary fails to survive the Grantee, then the Grantee's beneficiary shall
be the first of the following persons who survives the Grantee: (a) the
Grantee's spouse (that is, the person to the Grantee is legally married
<PAGE>
when the Grantee dies), (b) the Grantee's surviving descendants, per stripes, or
(c) the personal representative of the Grantee's estate.
11. Acceleration of Vesting. In the event of the merger, consolidation,
sale of substantially all of the assets, dissolution or liquidation of the
Company, the Committee may, but shall not be required to, accelerate the vesting
of Grantees' interests in their Book Accounts, but the effectiveness of such
acceleration, if the Committee accelerates, shall be conditioned upon the
consummation of the merger, consolidation, sale, dissolution or liquidation.
12. Number of Shares. Up to 125,000 shares of Common Stock may be
issued pursuant to the Plan, subject to the provisions of Section 13.
13. Effect of Stock Dividends, etc. The Committee shall make
appropriate adjustments in the number of Units credited to Book Accounts and in
the number of shares of Common Stock authorized to be issued under the Plan if
there are any changes in the Common Stock by reason of stock dividends, stock
splits, reverse stock splits, recapitalizations, mergers, or consolidations. If
the adjustments would produce fractional shares, the Committee shall eliminate
the fractional shares by rounding to the nearest whole number the number of
shares allocated to Book Accounts or authorized to be issued under the Plan.
14. Rights; Non-Assignability; Employment. Participation in the Plan,
the crediting of amounts to Book Accounts, and the right to receive
distributions under this Plan shall not give a Grantee or beneficiary any
proprietary interest in the Company, any subsidiary or any of their assets. No
trust fund shall be created in connection with the Plan, and there shall be no
required funding of amounts that may become payable in connection with the Plan,
and there shall be no required funding of amounts that may become payable under
the Plan. A Grantee and the Grantee's designated beneficiary shall, for all
purposes, be general creditors of the Company. The interest of a Grantee and any
designated beneficiary in the Plan cannot be assigned, anticipated, sold,
encumbered or pledged and shall not be subject to claims of their creditors.
Nothing in the Plan shall confer upon any Grantee the right to continue in the
employ of the Company or any subsidiary or shall interfere with or restrict in
any way the rights of the Company and its subsidiaries to discharge an employee
at any time for any reason whatsoever, with or without good cause.
15. Termination of the Plan. Awards may be granted at any time until
the first to occur: (a) May 1, 1995, or (b) the Plan is terminated by the Board
of Directors of the Company.
16. Amendments. The Board of Directors of the Company may from time to
time make such changes in and additions to the Plan as it may deem proper,
provided that no change shall be made that increases the number of shares of
Common Stock that may be issued under the Plan (except pursuant to Section 13),
expands the class of persons eligible to receive Awards or materially increases
the benefits accruing to Grantees under the Plan, unless such change is
authorized by the shareholders of the Company. The termination of the Plan or
any change or addition to the Plan shall not, without the consent of a Grantee
who is adversely affected thereby, alter any Awards previously granted to such
Grantee.
17. Effective Date. The Plan shall be effective as of May 1, 1985,
subject to approval by the shareholders of the Company of the Plan. Awards may
be granted before the shareholders approve the Plan, provided that the Awards
are contingent on shareholder approval of the Plan.
* * *
AMENDMENT TO INCENTIVE STOCK PLAN*
8. Elections as to form of Distributions.
(a) When the Committee makes an Award, the Grantee shall within 7
days elect, on forms provided by and filed with the Committee, one of the
methods described below by which the Units credited to the Grantee's Book
Account will be distributed. The election shall be irrevocable and may not be
modified by the Grantee.
(b) Grantees shall be permitted to make an election from one of the
following choices:
(i) Units will be distributed to the Grantee as they vest.
(ii) Units will be distributed beginning in the year in
which the Grantee becomes fully vested in all Units credited to the
Grantee's Book Account, and the Grantee may further elect that they
will be then distributed either
(x) in a lump sum, or
(y) in substantially equal installments over a
specified period of years.
(iii) Units will be distributed beginning at retirement (or
upon death or disability prior to retirement) and the Grantee may
further elect that they will be then distributed either
(x) in a lump sum, or
(y) in substantially equal installments over a
specified period of years.
(c) While all aspects of the Grantee's election under Section 8(b) must be
irrevocably made by the Grantee at the time of the Award, the Committee will
have the right subsequently to modify the Grantee's election if the Committee
deems modification appropriate, including, without limitation, the right to
accelerate or defer the date of any distribution. To the extent necessary to
maintain the Grantee's compliance with Rule 16b-3 and notwithstanding the
Grantee's election under Section 8(b), no distribution of Units will be made
within six months from the date such Units were awarded.
(d) Distributions will be made in shares of Common Stock except as
otherwise provided in this Section 8(d). Grantee may elect to have the shares of
Common Stock to be distributed to the Grantee reduced by a number sufficient in
value to equal or exceed to the nearest whole share the amount of federal and
state income and payroll taxes that the Company is required to withhold in
connection with the distribution. The value of any fractional share of Common
Stock in excess of the required withholding shall be paid to the Grantee in
cash. Such an election may be made at any time on forms provided by and filed
with the Committee. An election may not be revoked by the Grantee except upon
six months' prior notice on forms provided by and filed with the Committee. The
Committee shall have the right to approve or disapprove any such election.
(e) If no election by the Grantee pursuant to Section 8(d) is in effect
at the time a distribution is made or if the Committee shall have disapproved
an election which would otherwise be in effect, then the Grantee shall be
required to make a payment to the Company in an amount equal to the federal and
state income and payroll taxes that the Company is required to withhold in
connection with the distribution. Such payment shall be made in cash or, to the
extent permissable under Rule 16(b)-3, shares of Common Stock delivered by the
Grantee or both.
* Adopted April 28, 1992
<PAGE>
AMENDMENT
TO THE
JEFFERSON BANKSHARES, INC.
INCENTIVE STOCK PLAN
The Jefferson Bankshares, Inc, Incentive Stock Plan (the "Plan") is
hereby amended as follows:
1. Section 11 of the Plan is amended in its entirety to read as follows:
11. Certain Corporate Events. In the event of the merger,
consolidation, sale of substantially all of the assets, dissolution or
liquidation of the Company, the Committee may, but shall not be required
to, (i) accelerate the vesting of Grantee's interests in their Book
Accounts, and (ii) specify the time and manner in which Units credited
to Grantee's Book Accounts as of the date of such event will be
distributed, notwithstanding any other provision of this Plan to the
contrary. The effectiveness of such actions, if and to the extent that the
Committee undertakes such actions, shall be conditioned on the consummation
of the merger, consolidation, sale, dissolution or liquidation of the
Company.
This Amendment is adopted as of July 22, 1997.
JEFFERSON BANKSHARES, INC.
By: /s/ O. Kenton McCartney
----------------------------
O. Kenton McCartney
President and Chief Executive Officer
WACHOVIA CORPORATION
SECOND 1997 DECLARATION OF AMENDMENT TO
JEFFERSON BANKSHARES, INC.
INCENTIVE STOCK PLAN (1985)
THIS DECLARATION OF AMENDMENT, made this 24th day of October, 1997, by
WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation), to the
Jefferson Bankshares, Inc. Incentive Stock Plan (1985) (the "Plan").
R E C I T A L S:
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of June 9, 1997 by and between the Corporation and
Jefferson Bankshares, Inc. ("Jefferson"), Jefferson will merge with and into the
Corporation, with the Corporation as the surviving corporation; and
WHEREAS, pursuant to Section 6.13 of the Merger Agreement, as of the
effective time of the merger (the "Merger"), the Corporation shall honor, in
accordance with the terms of the Plan, all outstanding obligations to current
and former Jefferson employees; and
WHEREAS, pursuant to Sections 15 and 16 of the Plan, the Board may
terminate or amend the Plan, subject to the terms of the Plan; and
WHEREAS, in connection of its assumption of awards under the Plan, and
subject to the consummation of the Merger, the Corporation has determined that
it would be in the best interest of the Corporation to make certain amendments
to the Plan in order to facilitate administration of the Plan and to conform
certain provisions in the Plan with other stock incentive plans maintained by
the Corporation.
NOW, THEREFORE, IT IS DECLARED, that, effective immediately following
the effective time of the Merger, the Plan shall be amended as follows:
1. All references in the Plan to the "Corporation", including but in no
way limited to the definition of the term contained in the Preamble to the Plan,
shall hereafter be deemed to be references to Wachovia Corporation.
2. All references to the term "Common Stock," including but not limited
to the definition of the term in Section 4 of the Plan, shall hereafter be
deemed to be references to the Common Stock of Wachovia Corporation.
3. All references to the term "Committee," including but not limited to
the definition of the term contained in Section 2 of the Plan, shall hereafter
be deemed to be references to the
1
<PAGE>
Management Resources and Compensation Committee of the Board of Directors of
Wachovia Corporation.
4. Section 2 of the Plan shall be deleted in its entirety and the
following shall be inserted in lieu thereof:
"2. Administration.
"The Plan shall be administered by the Management Resources
and Compensation Committee of the Board of Directors of the Corporation
(the 'Committee'). To the extent required by Rule 16b-3, (i) each
member of the Committee shall be a 'non-employee director,' as such
term is defined in Rule 16b-3 or any successor rule; and (ii) the
Committee shall be comprised of no fewer than the minimum number of
non-employee directors as may be required by Rule 16b-3. The Committee
may adopt rules and regulations from time to time for carrying out the
Plan, and the interpretation and construction of its provisions by the
Committee shall be final and conclusive. The Committee may consult with
counsel, who may be counsel to the Company, and shall not incur any
liability for any action taken in good faith in reliance upon the
advice of counsel. Subject to the provisions of the second sentence of
this Section 2, the Committee may, in its sole discretion, delegate to
the Chief Executive Officer of the Corporation the authority to grant
Awards, and to make any or all of the determinations reserved for the
Committee in the Plan, to any individual who (i) is not deemed to be an
officer or director of the Corporation subject to Rule 16b-3 and (ii)
is otherwise eligible to participate under Section 3."
IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of Wachovia Corporation as of the day and year first above written.
WACHOVIA CORPORATION
By: /s/ Leslie M. Baker, Jr.
Chief Executive Officer
ATTEST:
/s/ Alice Washington Grogan
Secretary
[Corporate Seal]
2
<PAGE>
EXHIBIT 99.4
EXHIBIT 99.5
JEFFERSON BANKSHARES, INC.
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
AMENDED AND RESTATED DECEMBER 13, 1994
1. PURPOSE OF THE PLAN. The purpose of the Deferred Compensation and
Stock Purchase Plan for Non-Employee Directors (the "Plan") is to provide a
means whereby a member of the Board of Directors of Jefferson Bankshares, Inc.
(the "Company") or its subsidiary, Jefferson National Bank ("JNB"), or a member
of any board which is advisory to such Boards of Directors, who is not an
employee of the Company, JNB or one of their affiliates (a "Director") may, by
filing the election as provided in Section 3, elect to receive in either cash or
shares of Company common stock and, by filing the election as provided in
Section 4, elect to defer the payment of all or any portion of the fees payable
for services rendered by the Director to the Company as a member of any such
board or a committee of any such board ("Director Fees" or "Fees").
2. ADMINISTRATION. The Plan will be administered by a committee
established by the Board of Directors of the Company pursuant to Section 13
hereof (the "Committee"). All elections permitted or required under the Plan
will be made by filing a written notice with the Committee in accordance with
procedures
<PAGE>
established by the Committee pertaining to the form and timing of filing such
elections.
3. ELECTION TO RECEIVE SHARES OF COMMON STOCK. The Fees payable to a
Director for services rendered to the Company will normally be paid in cash. By
a timely election provided by and filed with the Committee, a Director may elect
to receive any or all of his Director Fees in whole and fractional shares of
Company common stock ("Shares"), determined by dividing (a) the amount of Fees
subject to such election by (b) the Fair Market Value of the Shares on the first
Investment Date following the date such Fees would have been paid in cash in the
absence of such election. Whole and fractional Shares purchased for a Director
pursuant to this Section 3, and not deferred pursuant to Section 4, shall be
acquired in whole or in part directly from the Company by the Agent, as directed
by the Committee, and shall be credited to an account established in the
Director's name. A Director may at any time request that all or a portion of the
whole or fractional Shares credited to his account be distributed to him by
completing the appropriate form or forms provided by the Agent. Whole Shares
shall be distributed in certificate form and fractional Shares shall be
distributed in cash. Cash distributions with respect to Shares held for the
Director shall be used to purchase additional Shares directly from the Company
in accordance with the terms of the Company's Dividend Reinvestment Plan.
<PAGE>
To the extent required to comply with Rule 16b-3, any election to
receive Shares, or the revocation of any such election, shall be effective only
with respect to Fees for services rendered at least six months after such
election or revocation and shall not become effective until at least one month
following the effective date of any previous election or revocation of an
election. If no election is made, Director Fees will be paid in cash. The notice
periods for making an election may be modified by the Committee.
4. ELECTION TO DEFER. As part of the election filed pursuant to Section
3, or by a separate election, a Director may elect to defer receipt of Director
Fees and specify the form of deferral as provided in Section 5. The deferral
election shall relate only to Fees payable to the Director for services rendered
after the date of filing of the election with the Committee. An election may be
made at any time during a calendar year and, to the extent required to comply
with Rule 16b-3, an election to have deferred Fees used to acquire Shares, or
the revocation of any such election, shall be effective only with respect to
Fees for services rendered at least six months after such election or revocation
and shall not become effective until at least one month following the effective
date of any previous election or revocation of an election. The notice periods
for making a deferral election may be modified by the Committee.
<PAGE>
5. FORM OF DEFERRAL OF FEES. Deferred Fees will be credited or
otherwise accounted for in the form of cash ("Cash Fees") or Shares ("Share
Fees") as specified by the Director at the time the election is made pursuant to
Section 4. If a Director has made a Share Fees election, he will be credited
with the number of Shares determined by dividing (a) the amount of deferred Fees
which would have been paid in cash in the absence of a deferral election by (b)
the Fair Market Value of the Shares on the first Investment Date following the
date such Fees would have been paid in cash in the absence of such election. A
Director may change his election to be credited with Cash Fees or Share Fees for
future services by filing a new election as provided in Section 4.
6. CASH FEES ACCOUNTS. If a Director has elected to defer Cash Fees, an
account established for the Director ("Cash Fees Account") will be credited with
an amount as of the date on and equal to the amount which the Director would
have received cash if no election had been made. In addition, as of the last day
of each fiscal quarter, interest will be computed and credited to each Cash Fees
Account on the balance as of the last day of the preceding fiscal quarter
(including any Fees earned but not yet credited). The interest rate applied will
be a rate determined by the Committee to be equal to the rate that would have
been payable had the balance credited to the Director's Cash Fees Account as of
the last day of the preceding fiscal quarter been invested in a six month
certificate of deposit of JNB in a
<PAGE>
denomination of at least $1,000 on the last day of the preceding fiscal quarter.
All deferred Cash Fees will be a part of the general funds of the Company.
Amounts credited to a Director in his Cash Fees Account shall be distributed in
accordance with Section 9.
7. SHARE FEES ACCOUNTS. If a Director has elected pursuant to Section 5
to defer Fees otherwise payable through the crediting of Shares, the Company
shall either (a) cause such Shares to be credited to an account maintained in
the name of the Trustee by the Agent to be held for the benefit of the electing
Director ("Share Fees Account"), or (b) issue such Shares directly to itself as
custodian for the electing Director to whom the Fees would be otherwise payable.
Shares issued to the Trustee shall be registered in the name of, and held by,
the Trustee. Shares issued to either the Trustee or the Company as custodians
shall be held subject to the terms of the Plan. Any distributions with respect
to Shares shall be issued or distributed to the Trustee or the Company, as the
case may be, and held for the Director. Cash distributions with respect to
Shares held for the Director shall be used to purchase additional Shares
directly from the Company in accordance with the terms of the Company's Dividend
Reinvestment Plan.
<PAGE>
8. TRUST ACCOUNT FOR SHARES. Shares acquired by the Trustee pursuant to
Section 7 shall be held in a trust established by the Company and shall remain
subject to the claims of the Company's creditors and restricted, and may not be
sold, hypothecated or transferred (including, without limitation, transfer by
gift or donation) except that such Shares shall be distributed to Directors and
such restrictions shall lapse in accordance with the directions of the Committee
pursuant to Section 9 upon the occurrence of an "event of payment" described in
Section 10. The Director's right to receive Shares issued under Section 7 shall
not be affected by a termination of the trust described herein except in the
case of a termination of the trust because of the Company's insolvency.
9. PAYMENTS FROM DIRECTORS' ACCOUNTS. The aggregate amount credited to
a Director's Cash Fees Account or Share Fees Account will be paid as the
Committee directs, either in a lump sum (or in the case of a Share Fees Account
a single distribution of Shares) or in substantially equal annual installments
of Shares or cash (plus in the case of a Cash Fees Account interest determined
pursuant to Section 6 on the unpaid balance in the Cash Fees Account) over a
period of years specified by the Committee. The first installment (or the lump
sum payment) will be paid following the occurrence of an "event of payment" as
provided in Section 10. A Director may request that the timing of payment of any
or all of his Cash Fees Account or Share Fees Account be changed by delivering a
written request to the
<PAGE>
Committee at any time before payment of that part of his account is to be made;
provided, that the timing of payment will be changed only if and to the extent
that the Committee consents to the request.
10. EVENTS OF PAYMENT. A Director's interest in his Cash Fees Account
or Share Fees Account shall become distributable:
(a) promptly following the end of the Company's fiscal year in
which any of the following events occurs:
(i) Death of the Director;
(ii) Disability of the Director preventing continued
service on the Board;
(iii) Retirement of the Director from service as a
Director of the Company in accordance with the policy on retirement
of non-employee Directors then in effect;
(iv) Cessation of service as a Director for any reason
other than those specified in Subsections (i), (ii) and (iii); and
(b) immediately upon a Change in Control (as hereinafter
defined).
If a Director dies before all amounts credited to the Director's Cash
Fees Account or Share Fees Account have been distributed, the balance will be
paid promptly to the Director's designated beneficiary. If a Director dies
without designating a beneficiary, or if the designated beneficiary predeceases
the
<PAGE>
Director, the balance in the Director's Cash Fees Account and Share Fees Account
will be paid promptly to the executor or administrator of the Director's estate.
All beneficiary designations will be made by and be effective upon receipt of
written notice delivered to the Committee.
11. DISCRETIONARY PAYMENTS FROM DIRECTORS' ACCOUNTS. The Committee may
at any time and from time to time direct that any or all of the amounts credited
to a Director's Cash Fees Account or Share Fees Account be paid out currently to
the Director or that installment payments being made pursuant to Section 9 be
accelerated. The Committee will make such directions according to its
determination of what is in the best interests of a Director. No Director will
have any right to direct how or whether the Committee will exercise its
discretion.
12. CHANGE OR TERMINATION OF ELECTION. A Director may change or
terminate any election made pursuant to the Plan by delivering written notice to
the Committee. The change or termination will become effective pursuant to
procedures established by the Committee from time to time to ensure compliance
with Rule 16b-3 and sections of the Internal Revenue Code and regulations
thereunder pertaining to the non-recognition of deferred income. Generally, but
subject to the foregoing, a notice of change or termination will only relate to
Director Fees payable for services rendered after the receipt of notice by the
Committee. Amounts credited to the account of a Director before
<PAGE>
the effective date of the change or termination will not be affected by the
notice and will be paid out only in accordance with Sections 9 and 10 above.
13. COMMITTEE. The Board of Directors of the Company will appoint a
Committee to be responsible for administering this Plan. No Director who is
eligible to participate in this Plan may be a member of the Committee. The
Committee will have the authority to determine the forms and procedures by which
a Director may make elections and give notices pursuant to this Plan, or which
are otherwise required to implement the Plan. All decisions of the Committee
concerning the administration and interpretation of this Plan will be final,
conclusive and binding.
14. NONASSIGNABILITY AND GENERAL RIGHTS. Neither the participation in
this Plan, the crediting of amounts to a deferred compensation account, nor the
right to receive any payment in the future under the Plan, will give a Director
or a beneficiary any proprietary interest in the Company or any of its assets;
and a Director or beneficiary will for all purposes be deemed to be a general
creditor of the Company. The interests of a Director or beneficiary in the Plan
cannot be assigned or pledged and will not be subject to the claims of creditors
of the Director or the beneficiary of a deceased Director.
<PAGE>
15. AMENDMENT. The Board of Directors will have the right to modify
this Plan from time to time, with shareholder approval to the extent required by
Rule 16b-3, or to terminate the Plan entirely; provided, however, that no
modification or termination of the Plan will operate to annul an election
already in effect for the fiscal year in which such modification or repeal is
made.
16. SHARE CERTIFICATES, VOTING AND OTHER RIGHTS. A Director shall be
entitled to all rights of a shareholder with respect to Shares held for his
benefit by the Trustee or the Company as custodian (as the case may be),
including the right to direct the Trustee or the Company as to the voting of the
Shares. The Trustee or the Company shall hold for deferred payment to the
Director all Shares purchased with cash dividends and other distributions paid
or made with respect to the Shares. When Shares become distributable under the
terms of the Plan to a Director, the Company shall not issue fractions of
Shares. Whenever under the terms of the Plan a fractional Share would otherwise
be required to be issued, the Director shall be paid in cash for such fractional
Share based upon the Fair Market Value on, or as of a recent date prior to, the
date of distribution.
17. GENERAL RESTRICTIONS. The issuance of Shares or the delivery of
certificates for Shares to or for the benefit of Directors hereunder shall be
subject to the requirement that, if at any time the General Counsel of the
Company shall reasonably determine, in his discretion, that the listing,
registration or
<PAGE>
qualification of such Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental body, is necessary
or desirable as a condition of, or in connection with, such issuance and
delivery thereunder, such issuance or delivery shall not take place unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not reasonably acceptable to the
General Counsel.
18. CHANGE IN CAPITAL STRUCTURE. In the event of any change in the
Company's common stock by reason of any stock dividend, spin-off, split,
combination of Shares, exchange of Shares, warrants or rights offering to
purchase common stock at a price below its fair market value, reclassification,
recapitalization, merger, consolidation or other change in capitalization,
appropriate adjustment shall be made by the Committee in the number and kind of
Shares subject to the Plan and any other relevant provisions of the Plan, whose
determination shall be binding and conclusive on all persons.
19. PRIOR PLAN ACCOUNTS; CASH FEES ACCOUNTS. When the Committee
determines it is permissible to do so under Rule 16b-3, a Director may make a
one-time election to have any or all of the balance in his Prior Plan Account
invested in Shares. The making
<PAGE>
and timing of such election shall be in accordance with procedures established
by the Committee.
20. GOVERNING LAW. The Plan shall be construed and enforced pursuant to
the laws of the Commonwealth of Virginia.
21. EFFECTIVE DATE AND TERM. The Plan as amended and restated shall be
effective as of the date it is adopted by the Board of Directors, subject to
approval by the Company's shareholders; and shall remain in effect until amended
or terminated by action of the Board as provided in Section 15.
22. DEFINITIONS. As used herein, the following terms shall have
the meanings indicated:
(a) Agent. The entity employed by the Company to make
-----
purchases of Shares from the Company and to maintain accounts for the
crediting of such Shares in accordance with Section 3 and Section 7.
(b) Change of Control. "Change of Control" means: (i) The
-----------------
acquisition, other than from the Company, by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934) of 20% or more of either the then outstanding
shares of common stock of the Company or the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors, but excluding for this purpose,
any such acquisition by the Company or any of its subsidiaries, or any
employee benefit plan (or related trust) of the Company or its
subsidiaries, or any corporation with respect to which, following such
acquisition, more than 50% of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by the individuals and entities who were the
beneficial owners, respectively, of the common stock and voting
securities of the Company immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately prior
to such acquisition, of the then outstanding shares of common stock of
the Company or the combined voting power of
<PAGE>
the then outstanding voting securities of the Company entitled
to vote generally in the election of directors, as the case
may be; or
(ii) Individuals who, as of the date hereof, constitute
the Board (as of the date hereof the "Incumbent Board")
cease for any reason to constitute
<PAGE>
at least a majority of the Board, provided that any individual
becoming a director subsequent to the date hereof whose
election or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the
election of the Directors of the Company; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, with
respect to which the individuals and entities who were the
respective beneficial owners of the common stock and voting
securities of the Company immediately prior to such
reorganization, merger or consolidation do not, following such
reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such
reorganization, merger or consolidation, or a complete
liquidation or dissolution
<PAGE>
of the Company or of its sale or other disposition of all
or substantially all of the assets of the Company.
(c) Fair Market Value. "Fair Market Value" as of a
relevant date means the average of the lowest and highest
sales prices of the Company's common stock as reported in the
WALL STREET JOURNAL on such date (or, if there are no sales of
the common stock on such date, the average of the low asked
and high bid prices of the common stock as reported in the
National Market System of the Nasdaq Stock Market at the close
of business on such date).
(d) Gender and Number. Every pronoun used in the Plan
shall be of such sex or number as the text requires.
(e) Investment Date. "Investment Date" means the first
business day of each month on which the Nasdaq Stock Market is
open for trading.
(f) Prior Plan. "Prior Plan" means the Company's Deferred
Compensation Plan for Directors as in effect immediately prior
to the effective date specified in Section 21.
(g) Prior Plan Account. "Prior Plan Account" means
the account established under the Prior Plan to record the
deferred cash Fees of a Director, including interest credited
thereon pursuant to the terms of the Prior Plan.
(h) Trustee. "Trustee" means the entity selected by the
Committee and employed by the Company to hold Deferred
<PAGE>
Fees in trust for the benefit of the Directors and to
perform such other duties as directed by the Committee or the
Company. The Trustee shall be independent and unrelated to the
Company, JNB, or any of their affiliates, and shall have
corporate trustee powers under applicable state law.
Approved by Board of Directors: December 13, 1994
Approved by Shareholders: April 25, 1995
FIRST AMENDMENT
TO THE
JEFFERSON BANKSHARES, INC.
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
The Jefferson Bankshares, Inc. Deferred Compensation and Stock Purchase
Plan for Non-Employee Directors (the "Plan"), as amended and restated as of
December 13, 1994, is hereby further amended as follows:
1. The first sentence of Section 7 of the Plan is deleted and replaced
with the following new sentences:
If a Director has elected pursuant to Section 5 to defer Fees otherwise
payable through the crediting of Shares, the Company shall either (a)
cause such Shares to be credited to an account maintained in the name
of the Trustee by the Agent to be held for the benefit of the electing
Director, or (b) issue such Shares directly to itself as custodian and
credit the Shares to an account for the electing Director to whom the
Fees would be otherwise payable. Such account shall be referred to as
the Director's "Share Fees Account."
2. Section 16 of the Plan is amended in its entirety to read as
follows:
16. Share Certificates and Voting.
(a) The Trustee or the Company shall hold for
deferred payment to the Director all Shares purchased with cash
dividends and other distributions paid or made with respect to the
Shares. When Shares become distributable under the terms of the Plan to
a Director, the Company shall not issue fractions of Shares. Whenever
under the terms of the Plan a fractional Share would otherwise be
required to be issued, the Director shall be paid in cash for such
fractional Share based upon the Fair Market Value on, or as of a recent
date prior to, the date of distribution.
<PAGE>
(b) The Trustee, or a co-fiduciary of the Company
(within the meaning of applicable state law), shall exercise all
voting, tender and similar rights with respect to Shares that are
credited to a Director's Share Fees Account. Each Director shall be
entitled to exercise all voting, tender and similar rights with respect
to all other Shares purchased under the Plan.
This Amendment is adopted as of January 28, 1997.
JEFFERSON BANKSHARES, INC.
By:___________________________
O. Kenton McCartney
President and CEO
<PAGE>
EXHIBIT 99.6
WACHOVIA CORPORATION
1997 DECLARATION OF AMENDMENT TO
JEFFERSON BANKSHARES, INC.
DEFERRED COMPENSATION AND STOCK PURCHASE PLAN
FOR NON-EMPLOYEE DIRECTORS
THIS DECLARATION OF AMENDMENT, made this 24th day of October, 1997, by
WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"), to the
Jefferson Bankshares, Inc. Deferred Compensation and Stock Purchase Plan for
Non-Employee Directors (the "Plan").
R E C I T A L S:
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of June 9, 1997 by and between the Corporation and
Jefferson Bankshares, Inc. ("Jefferson"), Jefferson will merge with and into the
Corporation, with the Corporation as the surviving corporation; and
WHEREAS, pursuant to Section 6.13 of the Merger Agreement, as of the
effective time of the merger (the "Merger"), the Corporation shall honor, in
accordance with the terms of the Plan, all outstanding obligations to current
and former Jefferson employees; and
WHEREAS, pursuant to Section 15 of the Plan, the Board may terminate,
amend or modify the Plan, subject to the terms of the Plan; and
WHEREAS, in connection with its assumption of awards under the Plan,
and subject to the consummation of the Merger, the Corporation has determined
that it would be in the best interest of the Corporation to make certain
amendments to the Plan in order to facilitate administration of the Plan and to
conform certain provisions in the Plan with other stock incentive plans
maintained by the Corporation.
NOW, THEREFORE, IT IS DECLARED, that, effective immediately following
the effective time of the Merger, the Plan shall be amended as follows:
1. All references in the Plan to the "Company", including but in no way
limited to the definition of the term contained in Section 1, shall hereafter be
deemed to be references to Wachovia Corporation.
2. All references to the terms "Shares," including but not limited to
the definition of the term contained in Section 3, shall hereafter be deemed to
be references to the Common Stock of Wachovia Corporation.
3. All references to the term "Committee," including but not limited to
the references to the term contained in Sections 2 and 13, shall hereafter be
deemed to be references to the Management Resources and Compensation Committee
of the Board of Directors of Wachovia Corporation.
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4. Section 3.1 of the Plan shall be deleted in its entirety and the
following shall be inserted in lieu thereof:
"3.1 The Committee
The Plan shall be administered by the Management Resources and
Compensation Committee of the Board of Directors of the Corporation
(the "Committee"). To the extent required by Rule 16b-3, (i) each
member of the Committee shall be a 'non-employee director,' as such
term is defined in Rule 16b-3 or any successor rule; and (ii) the
Committee shall be comprised of no fewer than the minimum number of
non-employee directors as may be required by Rule 16b-3. Subject to the
provisions of the preceding sentence, the Committee may, in its sole
discretion, delegate to the Chief Executive Officer of the Corporation
the authority to grant Awards, and to make any or all of the
determinations reserved for the Committee in the Plan, to any
individual who (i) is not deemed to be an officer or director of the
Corporation subject to Rule 16b-3 and (ii) is otherwise eligible to
participate under Section 1. The Committee will have the authority to
determine the forms and procedures by which a Director may make
elections and give notices pursuant to this Plan, or which are
otherwise required to implement the Plan. All decisions of the
Committee concerning the administration and interpretation of this Plan
will be final, conclusive and binding."
5. Section 20 of the Plan is hereby deleted in its entirety and the
following is inserted in lieu thereof:
"20. Governing Law. The Plan shall be governed and
enforced pursuant to the laws of the State of North Carolina."
IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of Wachovia Corporation as of the day and year first above written.
WACHOVIA CORPORATION
By: /s/ Leslie M. Baker, Jr.
Chief Executive Officer
ATTEST:
/s/ Alice Washington Grogan
Secretary
[Corporate Seal]
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