WACHOVIA CORP/ NC, POS AM, 1997-11-12

WACHOVIA CORP/ NC
POS AM, 1997-11-12
NATIONAL COMMERCIAL BANKS

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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 27150
191 PEACHTREE STREET, N.E., P.O. BOX 4148, ATLANTA, GEORGIA 30303
(Address of principal executive offices, including zip code)

1ST UNITED BANCORP 1997 KEY EMPLOYEES' STOCK OPTION PLAN
1ST UNITED BANCORP KEY EMPLOYEES STOCK OPTION PLAN (1993)
(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 57,300 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. 333-36889)
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.

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

II - 1

<PAGE>

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 1st United Bancorp 1997 Key Employees' Stock Option
Plan

99.2 1997 Declaration of Amendment to 1st United Bancorp
1997 Key Employees' Stock Option Plan

II - 2

<PAGE>

99.3 1st United Bancorp Key Employees Stock Option Plan
(1993)

99.4 1997 Declaration of Amendment to 1st United Bancorp
Key Employees Stock Option Plan (1993)

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 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

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<PAGE>

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.
333-36889 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.

<TABLE>

<S> <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 * Peter C. Browning *
- ---------------------------------------- -----------------------------------
Name: James S. Balloun Name: Peter C. Browning
Title: Director Title: Director

John T. Casteen III * John L. Clendenin *
- ---------------------------------------- -----------------------------------
Name: John T. Casteen III Name: John L. Clendenin
Title: Director Title: Director

Lawrence M. Gressette, Jr. * Thomas K. Hearn, Jr. *
- ---------------------------------------- -----------------------------------
Name: Lawrence M. Gressette, Jr. Name: Thomas K. Hearn, Jr.
Title: Director Title: Director

George W. Henderson III * W. Hayne Hipp *
- ---------------------------------------- -----------------------------------
Name: George W. Henderson III Name: W. Hayne Hipp
Title: Director Title: Director

Robert M. Holder, Jr. * Robert A. Ingram *
- ---------------------------------------- -----------------------------------
Name: Robert M. Holder, Jr. Name: Robert A. Ingram
Title: Director Title: Director

James W. Johnston *
- ----------------------------------------
Name: James W. Johnston
Title: Director

II - 5

<PAGE>

Wyndham Robertson * Herman J. Russell *
- ---------------------------------------- -----------------------------------
Name: Wyndham Robertson Name: Herman J. Russell
Title: Director Title: Director

Sherwood H. Smith, Jr. * John C. Whitaker, Jr. *
- ---------------------------------------- -----------------------------------
Name: Sherwood H. Smith, Jr. Name: John C. Whitaker, Jr.
Title: Director Title: Director

Robert S. McCoy, Jr. Donald K. Truslow
- ---------------------------------------- -----------------------------------
Name: Robert S. McCoy, Jr. Name: Donald K. Truslow
Title: Executive Vice President and Title: Comptroller (principal
Chief Financial Officer accounting officer)
(principal financial officer)

*By: Kenneth W. McAllister
---------------------------------
Name: Kenneth W. McAllister
---------------------------------
Attorney-in-Fact

</TABLE>

II - 6

<PAGE>

EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
WACHOVIA CORPORATION

EXHIBIT NO. DESCRIPTION

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) *

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 1st United Bancorp 1997 Key Employees' Stock Option
Plan

99.2 1997 Declaration of Amendment to 1st United Bancorp
1997 Key Employees' Stock Option Plan

99.3 1st United Bancorp Key Employees Stock Option Plan

99.4 1997 Declaration of Amendment to 1st United Bancorp
Key Employees Stock Option Plan (1993)

- ------
* 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 12, 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 1st United
Bancorp 1997 Key Employees' Stock Option Plan and 1st United
Bancorp Key Employees Stock Option Plan (1993)

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 of a Post-Effective Amendment No. 1 on Form S-8 (the
"Registration Statement") to a Registration Statement on Form S-4 (File No.
333-36889) under the Securities Act of 1933, as amended, pertaining to the
issuance of up to 57,300 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 1st United Bancorp 1997 Key Employees' Stock Option Plan and
1st United Bancorp Key Employees Stock Option Plan (1993) (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 August 6, 1997, by and between the Company and 1st United
Bancorp ("1st United"), pursuant to which 1st United 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 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, when issued and paid for in accordance with the terms of each
respective Plan, 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 Form S-8 filed on or about November 11, 1997)
pertaining to the 1st United Bancorp 1997 Key Employees' Stock Option Plan and
the 1st United Bancorp Employees' Stock Option Plan (1993) 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

<PAGE>
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.
333-36889) 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 this 7th day of November, 1997.

<TABLE>

<S> <C>
/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.
</TABLE>

<PAGE>

EXHIBIT 99.1

<PAGE>

1ST UNITED BANCORP

1997 KEY EMPLOYEES' STOCK OPTION PLAN

1. Purpose. The purpose of the 1997 Key Employees' Stock Option Plan
("Plan") of 1st United Bancorp (the "Company") is to provide a means through
which the Company and its Subsidiaries may attract able persons to enter and
remain in the employ or other service of the Company and its Subsidiaries, and
to provide a means whereby those key persons upon whom the responsibilities of
the successful administration and management of the Company rest, and whose
present and potential contributions to the welfare of the Company are of
importance, can acquire and maintain stock ownership, thereby strengthening
their commitment to the welfare of the Company and promoting an identity of
interest between shareholders and these key persons.

A further purpose of the Plan is to provide such key persons
with additional incentive and reward opportunities designed to enhance the
profitable growth of the Company. The Plan provides for granting Incentive Stock
Options and Non-Qualified Stock Options to eligible participants.

2. Definitions. The following definitions shall be applicable
throughout the Plan.

(a) "Award" shall mean, individually or collectively, any
Incentive Stock Option or Non-Qualified Stock Option.

(b) "Board" shall mean the Board of Directors of the Company.

(c) "Change in Control" shall, unless the Board otherwise
directs by resolution adopted prior thereto, be deemed to occur if (i) any
"person" (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act)
is or becomes the beneficial owner (as that term is used in Section 13(d) of the
Exchange Act and Rule 13d-3 promulgated thereunder), directly or indirectly, of
twenty-five percent (25%) or more of the voting stock; or (ii) during any period
of two consecutive years, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute at least a majority
thereof, unless the election or the nomination for election by the Company's
shareholders of each new director was approved by a vote of at least
three-quarters of the directors then still in office who were directors at the
beginning of the period. Any merger, consolidation or corporate reorganization
in which the owners of the Company's capital stock entitled to vote in the
election of directors ("Voting Stock") prior to said combination, own fifty
percent (50%) or more of the resulting entity's Voting Stock shall not, by
itself, be considered a Change in Control.

(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended. Reference in the Plan to any section of the Code shall be deemed to
include any amendments or successor provisions to such section and any
regulations under such section.

(e) "Committee" shall mean the Compensation Committee of the
Board, or such other committee as may be appointed by the Board, each member of
which shall be a Non-

<PAGE>

Employee Director and which shall be the administrative committee for the Plan.
In the absence of such committee, the Board shall serve as the Committee.

(f) "Common Stock" shall mean the Common Stock of the Company,
$0.01 par value per share.

(g) "Company" shall mean 1st United Bancorp, a Florida
corporation.

(h) "Date of Grant" shall mean the date on which the granting
of an Award is authorized or such other date as may be specified in such
authorization.

(i) "Eligible Employee" shall mean any person regularly
employed by the Company or a Subsidiary on a full-time salaried basis who
satisfies all of the requirements of Section 6 hereof.

(j) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

(k) "Fair Market Value" shall mean (i) the average of the high
and low prices of the Common Stock on the principal national securities exchange
on which the Common Stock is traded for the ten (10) trading days immediately
preceding the date of determination, if the Common Stock is then traded on a
national securities exchange; or (ii) the average of the last reported sale
price of the Common Stock on the NASDAQ National Market List for the ten (10)
trading days immediately preceding the date of determination, if the Common
Stock is not then traded on a national securities exchange; or (iii) the closing
bid price (or average of bid prices) last quoted by an established quotation
service for over-the-counter securities for the ten (10) trading days
immediately preceding the date of determination, if the Common Stock is not
reported on the NASDAQ National Market List. However, if the Common Stock is not
publicly-traded at the time an option is granted under the Plan, "Fair Market
Value" shall be deemed to be the fair value of the Common Stock as determined by
the Compensation Committee of the Board of the Company (the "Committee") after
taking into consideration all factors which it deems appropriate, including,
without limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.

(l) "Holder" shall mean a Participant who has been granted an
Option.

(m) "Incentive Stock Option" shall mean an Option granted by
the Committee to a Participant under the Plan which is designated by the
Committee as an Incentive Stock Option pursuant to Section 422 of the Code.

(n) "Non-Employee Director" shall mean a director of the
Company who:

<PAGE>

(i) Is not currently an officer of the Company or any
of its parents or Subsidiaries, or otherwise is not currently employed by the
Company or any of its parents or Subsidiaries;

(ii) Does not receive compensation, either directly
or indirectly, from the Company or any of its parents or Subsidiaries, for
services rendered as a consultant or in any capacity other than as a director,
except for an amount that does not exceed the dollar amount for which disclosure
would be required pursuant to Item 404(a) of Regulation S-K promulgated under
the Exchange Act;

(iii) Does not possess an interest in any other
transaction for which disclosure would be required pursuant to Item 404(a) of
Regulation S-K promulgated under the Exchange Act;

(iv) Is not engaged in a business relationship for
which disclosure would be required pursuant to Item 404(b) of Regulation S-K
promulgated under the Exchange Act; and

(v) Is an "outside director" within the meaning of
Section 162(m)(4)(C) of the Code and Treasury Regulation Section 1.162-27(e)(3).

(o) "Non-Qualified Stock Option" shall mean an Option granted
by the Committee to a Participant under the Plan which is not designated by the
Committee as an Incentive Stock Option.

(p) "Option" shall mean an Award granted under Section 7 of
the Plan.

(q) "Option Period" shall mean the period described in Section
7(d).

(r) "Participant" shall mean a person who has been selected to
participate in the Plan and to receive an Award pursuant to Section 6.
Participants are limited to Eligible Employees.

(s) "Plan" shall mean the 1997 Key Employees' Stock Option
Plan of 1st United Bancorp.

(t) "Securities Act" shall mean the Securities Act of 1933, as
amended.

(u) "Stock" shall mean the Common Stock or such other
authorized shares of stock of the Company as the Committee may from time to time
authorize for use under the Plan.

(v) "Subsidiary" shall mean any corporation which is a
"subsidiary corporation" of the Company within the meaning of Section 424(f) of
the Code.

3. Effective Date, Duration and Shareholder Approval. Subject to the
approval of this Plan by the shareholders of the Company at a duly convened
meeting of shareholders, the

<PAGE>

Plan shall become effective on the date of approval by the Board, and no further
Awards may be made after December 31, 2006.

The Plan shall continue in effect until all matters relating to the
payment of Awards and administration of the Plan have been settled.

4. Administration. The Committee shall administer the Plan. The
Committee shall consist of at least two (2) members, each of whom shall be a
Non-Employee Director. A majority of the members of the Committee shall
constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present or acts approved in writing by a majority
of the Committee shall be deemed the acts of the Committee.

Subject to the provisions of the Plan, the Committee shall have
exclusive power to:

(a) Select the persons to be Participants in the Plan;

(b) Determine the nature and extent of the Awards to be made
to each Participant;

(d) Determine the conditions to which the payment of Awards
may be subject;

(e) Prescribe the form or forms evidencing Awards; and

(f) Cause records to be established in which there shall be
entered, from time to time as Awards are made to Participants, the date of each
Award, the number of Incentive Stock Options or Non-Qualified Stock Options
awarded by the Committee to each Participant, and the expiration date of each
such Award.

The Committee shall have the authority, subject to the provisions of
the Plan, to establish, adopt, or revise such rules and regulations and to make
all such determinations relating to the Plan as it may deem necessary or
advisable for the administration of the Plan. The Committee's interpretation of
the Plan or any Awards granted pursuant thereto and all decisions and
determinations by the Committee with respect to the Plan shall be final,
binding, and conclusive on all parties unless otherwise determined by the Board.

5. Grant of Options; Shares Subject to the Plan. The Committee may,
from time to time, grant Awards of Options to one or more Participants;
provided, however, that:

(a) Subject to Section 9, the aggregate number of shares of
Stock made subject to Awards may not exceed six hundred thousand (600,000);

<PAGE>

(b) Such shares shall be deemed to have been used in payment
of Awards whether they are actually delivered or the Fair Market Value
equivalent of such shares is paid in cash. In the event any Option shall be
surrendered, terminate, expire, or be forfeited, the number of shares of Stock
no longer subject thereto shall thereupon be released and shall thereafter be
available for new Awards under the Plan to the fullest extent permitted by the
Exchange Act (if applicable at the time); and

(c) Stock delivered by the Company in settlement of Awards
under the Plan may be authorized and unissued Stock or may be purchased on the
open market or by private purchase at prices no higher than the Fair Market
Value at the time of purchase.

6. Eligibility. Participants shall be limited to officers and employees
of the Company and its Subsidiaries, in each case who have received written
notification from the Committee or from a person designated by the Committee
that they have been selected to participate in the Plan.

7. Stock Options. One or more Incentive Stock Options or Non-Qualified
Stock Options can be granted to any Participant; provided, however, that
Incentive Stock Options may be granted only to Eligible Employees and
Non-Employee Directors. Each Option so granted shall be subject to the following
conditions.

(a) OPTION PRICE. The option price ("Option Price") per share
of Stock shall be set by the Committee at the time of grant but shall not be
less than (i) in the case of an Incentive Stock Option, the Fair Market Value of
a share of Stock at the Date of Grant, and (ii) in the case of a Non-Qualified
Stock Option, the par value per share of Stock.

(b) MANNER OF EXERCISE AND FORM OF PAYMENT. Options which have
become exercisable may be exercised by delivery of written notice of exercise to
the Committee accompanied by payment of the Option Price. The Option Price shall
be payable in cash and/or shares of Stock valued at the Fair Market Value at the
time the Option is exercised, or, in the discretion of the Committee, either (i)
in other property having a Fair Market Value on the date of exercise equal to
the Option Price, or (ii) by delivering to the Company a copy of irrevocable
instructions to a stockbroker to deliver promptly to the Company an amount of
sale or loan proceeds sufficient to pay the Option Price.

(c) STOCK OPTION AGREEMENT. Each Option granted under the Plan
shall be evidenced by a "Stock Option Agreement" between the Company and the
Holder of the Option containing such provisions as may be determined by the
Committee, but shall be subject to the following terms and conditions.

(i) Each Option or portion thereof that is
exercisable shall be exercisable for the
full amount or for any part thereof, except
as otherwise determined by the terms of the
Stock Option Agreement.

<PAGE>

(ii) Each share of Stock purchased through the
exercise of an Option shall be paid for in
full at the time of the exercise. Each
Option shall cease to be exercisable, as to
any share of Stock, when the Holder
purchases the share or when the Option
lapses.

(iii) Options shall not be transferable by the
Holder except by will or the laws of descent
and distribution and shall be exercisable
during the Holder's lifetime only by him or
her.

(iv) Each Option shall become exercisable by the
Holder in three equal installments over a
three-year period, with the first vesting to
occur upon the first anniversary of the date
of the Stock Option Agreement and with
subsequent vestings to occur on the second
and third anniversaries of the date of the
Stock Option Agreement; provided, however,
that the Holder is an employee of the
Company on each such anniversary date.

(v) Each Stock Option Agreement may contain an
agreement that, upon demand by the Committee
for such a representation, the Holder shall
deliver to the Committee at the time of any
exercise of an Option a written
representation that the shares to be
acquired upon such exercise are to be
acquired for investment and not for resale
or with a view to the distribution thereof.
Upon such demand, delivery of such
representation prior to the delivery of any
shares issued upon exercise of an Option
shall be a condition precedent to the right
of the Holder or such other person to
purchase any shares. In the event
certificates for Stock are delivered under
the Plan with respect to which such
investment representation has been obtained,
the Committee may cause a legend or legends
to be placed on such certificates to make
appropriate reference to such representation
and to restrict transfer in the absence of
compliance with applicable federal or state
securities laws.

(d) OTHER TERMS AND CONDITIONS. An Option granted pursuant to
the Plan shall become exercisable and shall lapse in such manner and within such
period or periods ("Option Period"), not to exceed ten (10) years from its Date
of Grant (or such shorter time period as may be otherwise specified herein), and
shall contain such other terms and conditions, all of which shall not be
inconsistent with the Plan, as provided in the Stock Option Agreement to be
entered into in connection with the grant of such Option.

(e) GRANTS TO 10% HOLDERS OF COMPANY VOTING STOCK.
Notwithstanding Sections 7(a) and 7(d), if an Incentive Stock Option is granted
to a Holder who owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or of the Company and its
Subsidiaries, the period specified in the Stock Option

<PAGE>

Agreement for which the Option thereunder is granted and at the end of which
such Option shall expire shall not exceed five (5) years from the Date of Grant
of such Option and the Option Price shall be at least one hundred ten percent
(110%) of the Fair Market Value (on the Date of Grant) of the Stock subject to
the Option.

(f) LIMITATION. To the extent the aggregate Fair Market Value
(as determined as of the Date of Grant) of Stock for which Incentive Stock
Options are exercisable for the first time by any Participant during any
calendar year (under all plans of the Company and its Subsidiaries) exceeds One
Hundred Thousand Dollars ($100,000), such excess Incentive Stock Options shall
be treated as Non-Qualified Stock Options.

(g) VOLUNTARY SURRENDER. The Committee may permit the
voluntary surrender of all or any portion of any Non-Qualified Stock Option
granted under the Plan to be conditioned upon the granting to the Holder of a
new Option for the same or a different number of shares as the Option
surrendered or require such voluntary surrender as a condition precedent to a
grant of a new Option to such Participant. Such new Option shall be exercisable
at the Option Price, during the exercise period, and in accordance with any
other terms or conditions specified by the Committee at the time the new Option
is granted, all determined in accordance with the provisions of the Plan without
regard to the Option Price, exercise period, or any other terms and conditions
of the Non-Qualified Stock Option surrendered.

(h) ORDER OF EXERCISE. Options granted under the Plan may be
exercised in any order, regardless of the Date of Grant or the existence of any
other outstanding Option.

(i) NOTICE OF DISPOSITION. Participants shall give prompt
notice to the Company of any disposition of Stock acquired upon exercise of an
Incentive Stock Option if such disposition occurs within either two (2) years
after the Date of Grant of such Option and/or one (1) year after the receipt of
such Stock by the Holder.

8. General.

(a) ADDITIONAL PROVISIONS OF AN AWARD. The award of any
benefit under the Plan may also be subject to such other provisions (whether or
not applicable to the benefit awarded to any other Participant) as the Committee
determines appropriate including, without limitation, provisions to assist the
Participant in financing the purchase of Common Stock through the exercise of
Options, provisions for the forfeiture of or restrictions on resale or other
disposition of shares acquired under any form of benefit, provisions giving the
Company the right to repurchase shares acquired under any form of benefit in the
event the Participant elects to dispose of such shares, and provisions to comply
with Federal and state securities laws and Federal and state income tax
withholding requirements.

(b) PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise
specifically provided in the Plan, no person shall be entitled to the privileges
of stock ownership in respect of shares of stock

<PAGE>

which are subject to Options hereunder until such shares have been issued to
that person upon exercise of an Option according to its terms.

(c) GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company to make payment of Awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by governmental
agencies as may be required. The Company shall be under no obligation to
register under the Securities Act any of the shares of Stock issued under the
Plan. If the shares issued under the Plan may in certain circumstances be exempt
from registration under the Securities Act, the Company may restrict the
transfer of such shares in such manner as it deems advisable to ensure the
availability of any such exemption.

(d) TAX WITHHOLDING. Notwithstanding any other provision of
the Plan, the Company or a Subsidiary, as appropriate, shall have the right to
deduct from all Awards, to the extent paid in cash, all federal, state or local
taxes as required by law to be withheld with respect to such Awards and, in the
case of Awards paid in Stock, the Holder or other person receiving such Stock
may be required to pay to the Company or a Subsidiary, as appropriate prior to
delivery of such Stock, the amount of any such taxes which the Company or
Subsidiary is required to withhold, if any, with respect to such Stock. Subject
in particular cases to the disapproval of the Committee, the Company may accept
shares of Stock of equivalent Fair Market Value in payment of such withholding
tax obligations if the Holder of the Award elects to make payment in such manner
at least six months prior to the date such tax obligation is determined.

(e) CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. No employee or
other person shall have any claim or right to be granted an Award under the Plan
nor, having been selected for the grant of an Award, to be selected for a grant
of any other Award. Neither this Plan nor any action taken hereunder shall be
construed as giving any Participant any right to be retained in the employ of
the Company or a Subsidiary.

(f) CONDITIONS. Each Participant to whom Awards are granted
under the Plan shall be required to enter into a Stock Option Agreement in a
form authorized by the Committee, which may include provisions that the
Participant shall not disclose any confidential information of the Company or
any of its Subsidiaries acquired during the course of such Participant's
employment.

(g) PAYMENTS TO PERSONS OTHER THAN PARTICIPANTS. If the
Committee shall find that any person to whom any amount is payable under the
Plan is unable to care for his affairs because of illness or accident, or is a
minor, or has died, then any payment due to such person or his estate (unless a
prior claim therefor has been made by a duly appointed legal representative),
may, if the Committee so directs the Company, be paid to his spouse, child,
relative, an institution maintaining or having custody of such person, or any
other person deemed by the Committee to be a proper recipient on behalf of such
person otherwise entitled to payment. Any such payment shall be a complete
discharge of the liability of the Committee and the Company therefor.

<PAGE>

(h) NO LIABILITY OF COMMITTEE MEMBERS. No member of the
Committee shall be personally liable by reason of any contract or other
instrument executed by such member or on his behalf in his capacity as a member
of the Committee nor for any mistake of judgment made in good faith, and the
Company shall indemnify and hold harmless each member of the Committee and each
other employee, officer or director of the Company to whom any duty or power
relating to the administration or interpretation of the Plan may be allocated or
delegated, against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim) arising out of any act or
omission to act in connection with the Plan unless arising out of such person's
own fraud or bad faith; provided, however, that approval of the Board shall be
-----------------
required for the payment of any amount in settlement of a claim against any such
person. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or Bylaws, as a matter of law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.

(i) GOVERNING LAW. The Plan will be administered in accordance
with federal laws, or in the absence thereof, the laws of the State of Florida.

(j) FUNDING. No provision of the Plan shall require the
Company, for the purpose of satisfying any obligations under the Plan, to
purchase assets or place any assets in a trust or other entity to which
contributions are made or otherwise to segregate any assets, nor shall the
Company maintain separate bank accounts, books, records, or other evidence of
the existence of a segregated or separately maintained or administered fund for
such purposes. Holders shall have no rights under the Plan other than as
unsecured general creditors of the Company, except that insofar as they may have
become entitled to payment of additional compensation by performance of
services, they shall have the same rights as other employees under general law.

(k) NONTRANSFERABILITY. A person's rights and interest under
the Plan, including amounts payable, may not be sold, assigned, donated or
transferred or otherwise disposed of, mortgaged, pledged or encumbered except,
in the event of a Holder's death, to a designated beneficiary to the extent
permitted by the Plan, or in the absence of such designation, by will or the
laws of descent and distribution.

(l) RELIANCE ON REPORTS. Each member of the Committee and each
member of the Board shall be fully justified in relying, acting or failing to
act, and shall not be liable for having so relied, acted or failed to act in
good faith, upon any report made by the independent public accountant of the
Company and its Subsidiaries and upon any other information furnished in
connection with the Plan by any person or persons other than himself.

(m) RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company
or any Subsidiary except as otherwise specifically provided.

<PAGE>

(n) EXPENSES. The expenses of administering the Plan shall be
borne by the Company and its Subsidiaries.

(o) PRONOUNS. Masculine pronouns and other words of masculine
gender shall refer to both men and women.

(p) TITLES AND HEADINGS. The titles and headings of the
sections in the Plan are for convenience of reference only, and in the event of
any conflict, the text of the Plan, rather than such titles or headings shall
control.

9. Changes in Capital Structure. Awards of Options and any agreements
evidencing such Awards shall be subject to adjustment or substitution, as
determined by the Committee in its sole discretion, as to the number, price or
kind of a share of Stock or other consideration subject to such Awards or as
otherwise determined by the Committee to be equitable (i) in the event of
changes in the outstanding Stock or in the capital structure of the Company, by
reason of stock dividends, stock splits, recapitalizations, reorganizations,
mergers, consolidations, combinations, exchanges or other relevant changes in
capitalization occurring after the Date of Grant of any such Award or (ii) in
the event of any change in applicable laws or any change in circumstances which
results in or would result in any substantial dilution or enlargement of the
rights granted to, or available for, Participants in the Plan, or which
otherwise warrants equitable adjustment because it interferes with the intended
operation of the Plan. In addition, in the event of any such adjustments or
substitution, the aggregate number of shares of Stock available under the Plan
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. Any adjustment in Incentive Stock Options under this Section 9 shall
be made only to the extent not constituting a "modification" within the meaning
of Section 424(h)(3) of the Code, and any adjustments under this Section 9 shall
be made in a manner which does not adversely affect the exemption provided
pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each
Participant notice of an adjustment hereunder and, upon notice, such adjustment
shall be conclusive and binding for all purposes.

10. Effect of Change in Control.

(a) In the event of a Change in Control, notwithstanding any
vesting schedule provided for hereunder or by the Committee with respect to an
Award of Options, an Option shall become immediately exercisable for such period
of time specified in the Optionee's Stock Option Agreement with respect to one
hundred percent (100%) of the shares subject to such Option.

(b) The obligations of the Company under the Plan shall be
binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to substantially all of the
assets and business of the Company. The Company agrees that it will make
appropriate provisions for the preservation of Participant's rights under the
Plan in any agreement or plan which it may enter into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.

<PAGE>

11. Nonexclusivity of the Plan. Neither the adoption of this Plan by
the Board nor the submission of this Plan to the shareholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under this Plan, and such arrangements may be either applicable generally or
only in specific cases.

12. Amendments and Termination. The Board may at any time terminate the
Plan. With the express written consent of an individual Participant, the Board
may cancel or reduce or otherwise alter the outstanding Awards thereunder if, in
its judgment, the tax, accounting, or other effects of the Plan or potential
payouts thereunder would not be in the best interest of the Company. The Board
may, at any time, or from time to time, amend or suspend and, if suspended,
reinstate, the Plan in whole or in part; provided, however, that without further
shareholder approval, the Board shall not:

(a) Increase the maximum number of shares of Common Stock
which may be issued on exercise of Options except as provided in Section 9 of
the Plan;

(b) Change the maximum Option Price;

(d) Extend the termination date of the Plan; or

(e) Change the class of persons eligible to receive Awards
under the Plan.

<PAGE>

EXHIBIT 99.2

<PAGE>

WACHOVIA CORPORATION

1997 DECLARATION OF AMENDMENT TO
1ST UNITED BANCORP 1997 KEY EMPLOYEES' STOCK OPTION PLAN

THIS DECLARATION OF AMENDMENT, made this 24th day of October,
1997, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"),
to the 1st United Bancorp 1997 Key Employees' Stock Option 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 August 6, 1997 by and between the Corporation and 1st
United Bancorp ("1st United"), 1st United 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 1st United 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"), subject to the right of each individual
optionee to receive a cash payment in exchange for cancellation of each such
individual's option(s); 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 1st United employees; and

WHEREAS, pursuant to Section 12 of the Plan, the Board may amend or
terminate 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 2(g), shall hereafter
be deemed to be references to Wachovia Corporation.

<PAGE>

2. All references to the terms "Common Stock" and "Stock," including
but not limited to the definition of such terms contained in Section 2(f) and
2(u), respectively, 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(e), shall hereafter be deemed
to be references to the Management Resources and Compensation Committee of the
Board of Directors of Wachovia Corporation.

4. Section 8(i) shall be deleted in its entirety and the following
shall be inserted in lieu thereof:

"(i) Governing Law. The Plan shall be administered in
accordance with federal laws, or in the absence thereof, 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]

<PAGE>

EXHIBIT 99.3

<PAGE>

KEY EMPLOYEES
STOCK OPTION PLAN

1. PURPOSES. The purposes of this Key Employees Stock Option Plan are
to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to the
Employees of the Company or its Subsidiaries as well as other individuals who
perform services for the Company or its Subsidiaries, and to promote the
success of the Company's business.

2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "Board" shall mean the Committee, if one has been appointed,
or the Board of Directors of the Company, if no Committee is appointed.

(b) "CEO Options" shall mean Mr. Orlando's options provided in
the Employment Agreement.

(c) "Committee" shall mean the committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if
one is appointed.

(d) "Common Stock" shall mean the common stock of the Company, $.01
par value.

(e) "Company" shall mean Mizner/1st United Bancorp, a Florida
corporation.

(f) "Continuous Status as an Employee" shall mean the absence
of any interruption or termination of service as an Employee. Continuous
Status as any Employee shall not be considered interrupted in the case of
sick leave, military leave, or any other leave of absence approved by the
Board.

(g) "Employee" shall mean any person employed by the Company
or any Parent or Subsidiary of the Company. The payment of a director's
fee by the Company shall not be sufficient, in and of itself, to constitute
"employment" by the Company.

(h) "Employment Agreement" shall mean the Amended and Restated
Employment Agreement between Warren S. Orlando and the Company dated
September 1, 1991, as amended.

(i) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

(j) "Option" shall mean a stock option granted pursuant to the
Plan.

(k) "Optioned Stock" shall mean the Common Stock subject to an
option.

<PAGE>

(l) "Optionee" shall mean an Employee or other person who
receives an Option.

(m) "Parent" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Internal Revenue
Code of 1986, as amended.

(n) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

(o) "Subsidiary" shall mean a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 424(f) of the Internal Revenue
Code of 1986, as amended.

3. STOCK

Subject to the provisions of Section 11 of the Plan, the maximum aggregate
number which may be Optioned and sold under the Plan is 524,128 shares of
authorized, but unissued, $.01 par value, Common Stock.

(a) CEO Options Pursuant To Employment Agreement.

Options for 324,128 shares shall be granted to Mr. Warren Orlando under
this Plan (the "CEO Options") in exchange for options previously issued pursuant
to his employment agreement with the Company. Of the CEO Options, options for
175,228 shares shall be exercisable at a price of $3.33 and expire in increments
of 35,046 shares per year over the period 1997 through 2001. CEO Options for the
remaining 148,900 shares are exercisable at $3.70 and expire in 2001.

Notwithstanding anything herein to the contrary, to the extent there
is a conflict between the terms of Mr. Orlando's Employment Agreement and the
terms of this Plan, the terms of Mr. Orlando's Employment Agreement shall
control.

(b) Outstanding Options

Options for 96,500 shares shall be issued to the following individuals,
in the following amounts, with the following terms, upon exchange by such
individuals of their previously issued options (the "Outstanding Options"):

Exercise Original Expiration Vested
Name Amount Price Grant Date Date Shares
- ------ ------- ------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
Susan Ross 9,000 $3.33 04/30/90 12/17/98 9,000

June Owens 15,000 3.33 04/30/90 12/17/98 15,000

Ken Jones 15,000 3.33 04/30/90 12/17/98 15,000

<CAPTION>
-2-

<PAGE>

Dana Kilborne 9,000 3.33 09/01/91 08/10/02 3,000

Ward Kellogg 15,000 3.33 04/30/90 12/17/98 15,000

Joyce Enstrom 9,000 3.33 04/30/90 12/17/98 9,000

Todd Wenzel 5,000 3.33 04/30/90 12/17/98 5,000

Jean Heinley 4,500 3.33 04/20/90 05/01/00 4,500

John Marino 15,000 $3.36 08/10/92 08/10/02 0
------ -------
96,500 75,500
======= =======

</TABLE>

Notwithstanding anything herein to the contrary, to the extent there is a
conflict between the terms of the agreements governing the Outstanding Options
and the terms of this Plan, the terms of the agreements governing the
Outstanding Options shall control.

The Board may issue, at its discretion, Options for up to 103,500 shares
pursuant to this Plan. An individual shall vest in the Options issued pursuant
to this Section 3(c) in accordance with the following schedule:

Years from Date of
Original Grant of Options Percentage
-------------------------- ---------

Less than 1 0
1 33-1/3
2 66-2/3
3 or more 100

If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
further grant under the Plan.

4. ADMINISTRATION

(a) Procedure. The Company's Board of Directors may appoint a Committee
to administer the Plan. The Committee shall consist of not less than three
members of the Board of Directors who shall administer the Plan on behalf of the
Board of Directors, subject to such terms and conditions as the Board of
Directors may prescribe. Once appointed, the Committee shall continue to serve
until otherwise directed by the Board of Directors. From time to time the Board
of Directors may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause), and appoint new
members in substitution therefore, fill vacancies however caused, or remove

-3-
<PAGE>

all members of the Committee and thereafter directly administer the Plan;
provided, however, that at no time shall a Committee of less than three (3)
members administer the plan.

If a majority of the Board of Directors is eligible to the granted Options
or has been eligible at any time the preceding year, a Committee must be
appointed to administer the Plan. The Committee must consist of not less than
three members of the Board of Directors, all of whom are "disinterested persons"
as defined in Regulation 240.16b-3 of the Exchange Act. The terms upon which and
the times at which such stock options may be exercised or acquired are subject
to the further limitations set forth in this Plan.

Members of the Board of Directors who are either presently eligible or
who have been eligible at any time within the preceding year to receive Options
at any time within such year may not vote on any matters affecting the
administration of the Plan nor on the grant of any Options pursuant to the Plan,
but any such member may be counted in determining the existence of a quorum at
any meeting of the Board of Directors during which action is taken with respect
to the granting of Options or the administration of the Plan.

(b) Powers of the Board. Subject to the provisions of the Plan,
the Board shall have the authority, in its discretion: (i) to grant Stock
Options; (ii) to determine, upon review of relevant information and in
accordance with Section 8(b) of the Plan, the fair market value of the Common
Stock; (iii) to determine the exercise price per share of Options to be granted
which exercise price shall be determined in accordance with Section 8(a) of the
Plan; (iv) to determine the persons to whom, and the time or times at which,
Options shall be granted and the number of shares to be represented by each
Options; (v) to interpret the Plan; (vi) to prescribe, amend and rescind rules
and regulations relating to the Plan; (vii) to determine the terms and
provisions of each Option granted (which need not be identical) and, with the
consent of the holder thereof, modify or amend each Option; (viii) to accelerate
or defer (with the consent of the Optionee) the exercise date of any Option;
(ix) to authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option previously granted by the Board;
and (x) to make all other determinations deemed necessary or advisable for the
administration of the Plan.

(c) Effect of the Board's Decision. All decisions, determinations
and interpretations of the Board shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan.

5. ELIGIBILITY. Stock Options may be granted to Employees as determined by
the Board. Any person who has been granted an Option may, if he is otherwise
eligible, be granted an additional Option or Options.

6. TERM OF PLAN. The Plan shall become effective upon the earlier to occur
of (i) its adoption by the Board of Directors, or (ii) its approval by vote of
the holders of a majority of the outstanding shares of the Company

-4-

<PAGE>

entitled to vote on the adoption of the Plan. The Plan shall continue in effect
until June 30, 1996 unless sooner terminated under Section 13 of the Plan.

7. TERM OF OPTION. The term of each Option shall be ten years from the
date of grant thereof or such shorter term as may be provided in each Optionee's
Stock Option Agreement.

8. EXERCISE PRICE AND CONSIDERATION.

(a) The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall by such price as is determined
by the Board, but shall be no less than one hundred percent (100%) of
the fair market value per Share on the date of grant.

(b) The fair market shall be determined by the Board in its
discretion, provided, however, that where there is a public market for
the Common Stock, the fair market value per Share shall be the bid price
or, if applicable, the closing price of the Common Stock for the day
immediately prior to the date of grant.

(c) The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be
determined by the Board and may consist entirely of cash, other Shares
of Common Stock having a fair market value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said
option shall be exercised, or a combination of cash and Shares of Common
Stock.

9. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE; NO RIGHTS AS A SHAREHOLDER. An
Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(c) of the Plan.
Until the issuance, which in no event will be delayed more than thirty (30) days
from the date of the exercise of the Option, (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued, except as provided in the Plan.

Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the

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Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

(b) TERMINATION OF STATUS OF AN EMPLOYEE. Except with respect to
the CEO options and Outstanding Options which shall be governed by their
own terms, if any Employee ceases to serve as an Employee, he may, but
only within ninety (90) days after the date he ceases to be an Employee
of the Company, exercise his Option to the extent that he was entitled
to exercise it as of the date of such termination. To the extent that he
was not entitled to exercise the Option at the date of such termination,
or if he does not exercise such Option which he was entitled to exercise
within the time specified herein, the Option shall terminate.

(c) TERMINATION OF EMPLOYMENT BY DISABILITY OR RETIREMENT.
Notwithstanding Section 9(b) above, if an optionee's employment
terminates by reason of disability or retirement after grant of an
option, the option thereafter may be exercised, during the three years
after the date of such termination of employment or the remaining stated
period of the option, whichever period is shorter, to the extent to
which such option was exercisable at the time of such termination of
employment or thereafter would become exercisable during such period in
accordance with its terms. For purposes of the Plan, "retirement" means
termination of employment with the Company after the optionee has
attained age 55 and completed ten or more years of employment; or after
the optionee has attained age 65, regardless of the length of such
optionee's employment. An optionee shall not be considered disabled
unless he or she furnishes such medical or other evidence of the
existence of the disability as the Committee, in its sole discretion,
may require.

(d) TERMINATION OF EMPLOYMENT BY DEATH. If an optionee's
employment terminates by reason of death after grant of an option, the
option thereafter may be exercised, during the three years after the
date of death or the remaining stated period of the option, whichever
period is shorter, to the extent to which it was exercisable at the time
of death or thereafter would become exercisable during such period in
accordance with its terms.

10. NON-TRANSFERABILITY OF OPTIONS. The option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed or in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any
required action by the shareholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split or the payment of a stock dividend with
respect to the Common Stock or any other increase or decrease in

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the number of issued shares of Common Stock "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

In the event of the proposed dissolution or liquidation of the Company,
or in the event of a proposed sale of all or substantially all of the assets of
the Company, or the merger of the Company with or into another corporation, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. The Board may, in the exercise
of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee the right to
exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable.

In addition to and without limiting Mr. Orlando's rights under
Section 3(a) above, the CEO Options shall be adjusted in accordance with Section
6 of the Employment Agreement.

12. TIME FOR GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date on which the Board makes the determination granting
such Option. Notice of the determination shall be given to each Employee to whom
an Option is so granted within a reasonable time after the date of such grant.

13. AMENDMENT AND TERMINATION OF THE PLAN.

(a) The Board may amend or terminate the Plan from time to time
in such respects as the Board may deem advisable; provided that, the
following revisions or amendments shall require approval of the holders
of a majority of the outstanding shares of the Company entitled to vote:

(i) any increase in the number of Shares subject to the
Plan, other than in connection with an adjustment under Section
11 of the Plan;

(ii) any change in the designation of the class of
persons eligible to be granted options; or

(iii) any material increase in the benefits accruing to
participants under the Plan.

(b) SHAREHOLDER APPROVAL. If any amendment requiring shareholder
approval under Section 13(a) of the Plan is made, such shareholder
approval shall be solicited as described in Section 17 of the Plan.

(c) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options already granted and
such

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<PAGE>

Options shall remain in full force and effect as if this Plan had not
been amended or terminated, unless mutually agreed otherwise between the
Optionee and the Board, which agreement must be in writing and signed by
the Optionee and the Company.

14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

15. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall have not been obtained.

16. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

17. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the shareholders of the Company within twelve months before or after
the date the Plan is adopted. If such shareholder approval is obtained at a duly
held shareholders' meeting, it may be obtained by the affirmative vote of the
holders of a majority of the outstanding shares of the Company present or
represented and entitled to vote thereon. The approval of such shareholders of
the Company shall be; (1) solicited substantially in accordance with Section
14(a) of the Exchange Act and the rules and regulations promulgated thereunder,
or (2) solicited after the Company has furnished in writing to the holders
entitled to vote substantially the same information concerning the Plan as that
which would be required by the rules and regulations in effect under Section
14(a) of the Exchange Act at the time such information is furnished.

If such shareholder approval is obtained by written consent in the
absence of a Shareholders' Meeting, it must be obtained by the written consent
of a majority-in-interest of the shareholders of the Company who would have been
entitled to cast the minimum number of votes which would be necessary to
authorize such action at a meeting at which all Shareholders entitled to vote
thereon were present and voting.

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18. MISCELLANEOUS PROVISIONS. An Optionee shall have no rights as a
shareholder with respect to any Shares covered by his Option until the date of
the issuance of a stock certificate to him for such shares.

19. OTHER PROVISIONS. The Stock Option Agreement authorized under the
Plan shall contain such other provisions, including, without limitation,
restrictions upon the exercise of the Option, as the Board of Directors of the
Company shall deem advisable.

20. INDEMNIFICATION OF BOARD. In addition to such other rights of
indemnification as they may have as Directors or as members of the Board, the
members of the Board shall be indemnified by the Company against the reasonable
expenses, including attorneys' fees actually and necessarily 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 Option granted thereunder, and against all amounts paid them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgement in any
such action, suit or proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit or proceeding that such Board member is
liable for negligence or misconduct in the performance of his duties; provided
that within 60 days after institution of any such action, suit or proceeding a
Board member shall in writing offer the Company the opportunity at its own
expense, to handle and defend the same.

21. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of Common Stock pursuant to Options will be used for general corporate
purposes.

22. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.

23. NO RIGHT TO CONTINUATION OF EMPLOYMENT. The Plan shall not confer
upon any Optionee any right with respect to continuation of employment by the
Company, nor shall it interfere in any way with his right or the Company's right
to terminate his employment at any time.

24. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees
and directors of the Company or any Subsidiary.

25. SINGULAR, PLURAL, GENDER. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.

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26. HEADINGS, ETC., NO PART OF PLAN. Headings of Articles and Sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.

DATED: May 25, 1993 By: /s/ June Owens
------------- -----------------
June Owens
Vice President
Corporate Secretary

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EXHIBIT 99.4

<PAGE>

WACHOVIA CORPORATION

1997 DECLARATION OF AMENDMENT TO
KEY EMPLOYEES STOCK OPTION PLAN OF 1ST UNITED BANCORP (1993)

THIS DECLARATION OF AMENDMENT, made this 24th day of October,
1997, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"),
to the Key Employees Stock Option Plan of 1st United Bancorp (the "Plan").

R E C I T A L S:

WHEREAS, pursuant to Section 13 of the Plan, the Board may amend or
terminate the Plan, subject to the terms of the Plan; and

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 2(e), shall hereafter
be deemed to be references to Wachovia Corporation.

<PAGE>

2. All references to the terms "Common Stock" and "Share," including
but not limited to the definition of such terms contained in Section 2(d) and
2(n), respectively, 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(c), shall hereafter be deemed
to be references to the Management Resources and Compensation Committee of the
Board of Directors of Wachovia Corporation.

4. The second and third paragraphs of Section 4(a) of the Plan shall be
deleted in their entirety and the following shall be inserted in lieu thereof:

"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."

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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