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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 56-1473727
(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)
OFFITBANK 1993 STOCK OPTION PLAN
(Full title of the plan)
------------------------------
Kenneth W. McAllister
Senior Executive Vice President
and General Counsel
Wachovia Corporation
100 North Main Street
Post Office Box 3099
Winston-Salem, North Carolina 27150
(336) 732-5141
(Name, address and telephone number, including area code,
of agent for service)
This Post-Effective Amendment on Form S-8 covers 148,289 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 (Registration Statement
No. 333-81627) 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.
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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, 1998, filed on March 29, 1999 pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 1999, filed with the Commission on May 13,
1999, and for the quarter ended June 30, 1999, filed with the
Commission on August 13, 1999;
(c) The Company's Current Reports on Form 8-K, filed with the
Commission on January 21, 1999 and May 14, 1999;
(d) 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; and
(e) 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.
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 William M. Watson, Jr., Senior Vice President, Corporate Secretary and
Counsel of the Company, who owns approximately 5,300 shares of Common Stock and
has been granted options to purchase 11,600 shares of Common Stock.
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
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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 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 Amended and Restated Articles of Incorporation of the
Company, 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 Bylaws of the Company, which are incorporated by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4 filed December 14,
1998 (File No. 333-68823)
5 Opinion of William M. Watson, Jr., Esq., as to the
legality of the Common Stock being registered
23.1 Consent of William M. Watson, Jr., Esq., which is
contained in his opinion filed as Exhibit 5
23.2 Consent of Ernst & Young LLP
23.3 Consent of KPMG LLP
24 Power of Attorney
99 Offitbank 1993 Stock Option Plan
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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 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.
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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.
333-81627 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
September 1, 1999.
WACHOVIA CORPORATION
By: /s/ Leslie M. Baker, Jr.
-------------------------------------
Leslie M. Baker, Jr.
Chairman of the Board 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 September 1, 1999.
Leslie M. Baker, Jr. * James S. Balloun *
- --------------------------------------- ---------------------------------------
Name: Leslie M. Baker, Jr. Name: James S. Balloun
Title: Chairman of the Board Title: Director
and Chief Executive Officer
(principal executive officer)
Peter C. Browning * John T. Casteen III *
- --------------------------------------- ---------------------------------------
Name: Peter C. Browning Name: John T. Casteen III
Title: Director Title: Director
John L. Clendenin * Thomas K. Hearn, Jr. *
- --------------------------------------- ---------------------------------------
Name: John L. Clendenin 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 A. Ingram * George R. Lewis *
- --------------------------------------- ---------------------------------------
Name: Robert A. Ingram Name: George R. Lewis
Title: Director Title: Director
Elizabeth Valk Long * John G. Medlin, Jr. *
- --------------------------------------- ---------------------------------------
Name: Elizabeth Valk Long Name: John G. Medlin, Jr.
Title: Director Title: Director
Lloyd U. Noland, III * G. Joseph Prendergast *
- --------------------------------------- ---------------------------------------
Name: Lloyd U. Noland, III Name: G. Joseph Prendergast
Title: Director Title: Director
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Sherwood H. Smith, Jr. * John C. Whitaker, Jr. *
- --------------------------------------- ---------------------------------------
Name: Sherwood H. Smith, Jr. Name: John C. Whitaker, Jr.
Title: Director Title: Director
/s/ Robert S. McCoy, Jr. /s/ Donald K. Truslow
- --------------------------------------- ---------------------------------------
Name: Robert S. McCoy, Jr. Name: Donald K. Truslow
Title: Vice Chairman and Title: Senior Executive Vice President
Chief Financial Officer Treasurer and Comptroller
(principal financial officer) (principal accounting officer)
* By: /s/ William M. Watson, Jr.
---------------------------------
Name: William M. Watson, Jr.
Attorney-in-Fact
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
WACHOVIA CORPORATION
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Articles of Incorporation of the
Company, 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*
4.2 Bylaws of the Company, which are incorporated by
reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4 filed December 14,
1998 (File No. 333-68823)*
5 Opinion of William M. Watson, Jr., Esq., as to the
legality of the Common Stock being registered
23.1 Consent of William M. Watson, Jr., Esq., which is
contained in his opinion filed as Exhibit 5
23.2 Consent of Ernst & Young LLP
23.3 Consent of KPMG LLP
24 Power of Attorney
99 Offitbank 1993 Stock Option Plan
- ------------
* Incorporated by reference.
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EXHIBIT 5
September 1, 1999
Wachovia Corporation
100 North Main Street
Post Office Box 3099
Winston-Salem, North Carolina 27150
Registration Statement on Form S-8 Relating to
Offitbank 1993 Stock Option Plan
Ladies and 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. 333-81627) under the Securities Act of 1933, as
amended, pertaining to the offer and sale of up to 148,289 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 Offitbank 1993
Stock Option Plan (the "Plan"). The assumption by the Company of such
obligations, and the offer and sale of the Shares, is contemplated pursuant to a
certain Agreement and Plan of Merger dated as of May 13, 1999 by and between the
Company and OFFITBANK Holdings, Inc. ("OFFIT Holdings"), pursuant to which OFFIT
Holdings merged with and into the Company.
As counsel for the Company, the Plan and the Registration
Statement have been reviewed under my direction, 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, upon issuance of the Shares and receipt by the
Company of the consideration therefor in accordance with the terms of the Plan,
the Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving this consent, I
do not admit that I am within the category of persons whose consent is required
by Section 7 of the Securities Act, or other rules and regulations of the
Commission thereunder.
Sincerely,
/s/ William M. Watson, Jr.
Senior Vice President, Counsel and
Corporate Secretary
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8), pertaining to the OFFITBANK 1993 Stock Option
Plan, of our report dated January 14, 1999, 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, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Winston-Salem, North Carolina
August 27, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Wachovia Corporation:
We consent to the use of our reports with respect to Central
Fidelity National Bank and Central Fidelity Banks, Inc. incorporated herein by
reference.
/s/ KPMG LLP
Richmond, Virginia
August 27, 1999
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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 William M.
Watson, Jr., 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 Registration Statement on Form S-8 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
and about 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 1st day of September, 1999.
/s/ Leslie M. Baker, Jr. /s/ James S. Balloun
- -------------------------------------- --------------------------------------
Leslie M. Baker, Jr. James S. Balloun
/s/ Peter C. Browning /s/ John T. Casteen III
- -------------------------------------- --------------------------------------
Peter C. Browning John T. Casteen III
/s/ John L. Clendenin /s/ Thomas K. Hearn, Jr.
- -------------------------------------- --------------------------------------
John L. Clendenin Thomas K. Hearn, Jr.
/s/ George W. Henderson III /s/ W. Hayne Hipp
- -------------------------------------- --------------------------------------
George W. Henderson III W. Hayne Hipp
/s/ Robert A. Ingram /s/ George R. Lewis
- -------------------------------------- --------------------------------------
Robert A. Ingram George R. Lewis
/s/ Elizabeth Valk Long /s/ John G. Medlin, Jr.
- -------------------------------------- --------------------------------------
Elizabeth Valk Long John G. Medlin, Jr.
/s/ Lloyd U. Noland, III /s/ G. Joseph Prendergast
- -------------------------------------- --------------------------------------
Lloyd U. Noland, III G. Joseph Prendergast
/s/ Sherwood H. Smith, Jr. /s/ John C. Whitaker, Jr.
- -------------------------------------- --------------------------------------
Sherwood H. Smith, Jr. John C. Whitaker, Jr.
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EXHIBIT 99
OFFITBANK 1993 STOCK OPTION PLAN
1. PURPOSE; RESTRICTIONS ON AMOUNT AVAILABLE UNDER THE PLAN
This Offitbank 1993 Stock Option Plan ("Plan") is intended to encourage
stock ownership by employees of Offitbank, a New York state chartered
trust company (the "Corporation"), its divisions and Parent
Corporations or Subsidiary Corporations (as herein defined) and
nonemployee directors of the Corporation, so that they may acquire or
increase their proprietary interest in the Corporation, and to
encourage such employees to remain in the employ of the Corporation,
its divisions and Parent Corporations or Subsidiary Corporations (or,
in the case of nonemployee directors, to remain in service as directors
of the Corporation) and to put forth maximum efforts for the success of
the business. It is further intended that options ("Options") granted
by the Committee (as herein defined) pursuant to Section 6 of this Plan
shall constitute "incentive stock options" ("Incentive Stock Options")
within the meaning of Section 422 of the Internal Revenue Code of 1986,
as thereafter amended, and the regulations issued thereunder (the
"Code"), and options granted by the Committee pursuant to Section 7 of
this Plan shall constitute "nonqualified stock options" ("Nonqualified
Stock Options").
2. DEFINITIONS
As used in this Plan, the following words and phrases shall have the
meanings indicated:
a. BOARD shall mean the board of directors of the Corporation.
b. CAUSE shall mean discharge of the Optionee (i) on account of
fraud, embezzlement or other unlawful or tortious conduct,
whether or not involving or against the Corporation or any
Parent Corporation or Subsidiary Corporation, (ii) for
violation of a policy of the Corporation or any Parent or
Subsidiary Corporation, (iii) for serious and willful acts of
misconduct detrimental to the business or reputation of the
Corporation or any Parent or Subsidiary Corporation, or (iv)
for "cause" or any like term as defined in any written
employment contract between the Corporation or any Parent
Corporation or Subsidiary Corporation and the Optionee.
c. COMMITTEE shall mean the Administrative Committee of the
Board.
d. COMMON STOCK shall mean the Corporation's common stock, par
value $7.00 per share, or par value $1.17 per share if the
Split is effectuated.
e. DISABILITY shall mean an Optionee's inability to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than
twelve (12) months.
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f. DISINTERESTED PERSON means a person who has not, during the
one year prior to service on the Committee, or at any time
during such service, been granted or awarded any stock or
stock-based derivative security (within the meaning of SEC
Rule 16a-1(c) under the 1934 Act) pursuant to the Plan or any
other plan of the Corporation or any Parent Corporation or
Subsidiary Corporation, except as provided in SEC Rule
16b-3(c)(2)(i) under the 1934 Act.
g. FAIR MARKET VALUE per share as of a particular date shall mean
(i) the closing sales price per share of Common Stock on a
national securities exchange for the last preceding date on
which there was a sale of such Common Stock on such exchange,
or (ii) if the shares of Common Stock are then traded on an
over-the-counter market, the average of the closing bid and
asked prices for the shares of Common Stock in such
over-the-counter market for the last preceding date on which
there was a sale of such Common Stock in such market, or (iii)
if the shares of Common Stock are not then listed on a
national securities exchange or traded in an over-the-counter
market, such value as shall be determined by a nationally
recognized independent appraiser selected by the Committee.
h. 1933 ACT means the Securities Act of 1933, as amended.
i. 1934 ACT shall mean the Securities Exchange Act of 1934, as
amended.
j. OPTION AGREEMENT shall mean a written agreement prepared by
the Committee evidencing the grant of one or more Options to
an Optionee under the Plan.
k. OPTIONEE shall mean a person who is eligible under Section 4
of the Plan to be granted Options by the Committee and who has
been granted Options.
1. OPTION PRICE shall mean the price per share of Common Stock at
which an Option shall be exercisable.
m. PARENT CORPORATION shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with
the employer corporation if, at the time of granting an
Option, each of the corporations other than the employer owns
stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the
other corporations in such chain.
n. SEC means the Securities and Exchange Commission.
o. SECTION 16 OPTIONEE means a person subject to potential
liability under Section 16(b) of the 1934 Act with respect to
transactions involving equity securities of the Corporation.
p. SPLIT means the proposed 6-for-1 split of the Common Stock
that was approved by the Board on November 29, 1993.
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q. SUBSIDIARY CORPORATION shall mean any corporation (other than
the Corporation) in an unbroken chain of corporations
beginning with the employer corporation if, at the time of
granting of an Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in
such chain.
r. TEN PERCENT STOCKHOLDER shall mean an Optionee who, at the
time that an Incentive Stock Option is granted, owns stock
possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation or of
its Parent Corporations or Subsidiary Corporations.
3. ADMINISTRATION
The Plan shall be administered by the Committee, consisting of not less
than two members of the Board who, if the Corporation becomes subject
to the 1934 Act, are at all times thereafter (i) directors of the
Corporation, (ii) not employees of the Corporation or any of its Parent
Corporations or Subsidiary Corporations, and (iii) Disinterested
Persons. Membership on the Committee shall be subject to such
limitations as the Board deems appropriate to permit transactions in
Common Stock pursuant to the Plan to be exempt from liability under
Section 16(b) of the 1934 Act if the Corporation becomes subject to the
provisions thereof.
The Committee shall have the authority in its discretion, subject to
and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and authorities
either specifically granted to it under the Plan or necessary or
advisable in the administration of the Plan, including, without
limitation, the authority to grant Options, provided that no member of
the Committee shall be under consideration for a grant of options at
the time the Committee acts; to determine which Options shall
constitute Incentive Stock Options; to determine the Option Price of
the shares of Common Stock covered by each Option; to determine the
persons to whom, and the time or times at which, Options shall be
granted; to determine the number of shares to be covered by each
Option; to interpret the Plan; to prescribe, amend and rescind rules
and regulations relating to the Plan; to determine the terms and
provisions of the Option Agreements (which need not be identical)
entered into in connection with Options granted under the Plan; and to
make all other determinations deemed necessary or advisable for the
administration of the Plan. The Committee may delegate to one or more
of its members or to one or more agents such administrative duties as
it may deem advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render
advice with respect to any responsibility the Committee or such person
may have under the Plan.
The Board shall fill all vacancies, however caused, in the Committee.
The Board may from time to time appoint additional members to the
Committee, and may at any time remove one or more Committee members and
substitute others. One member of the Committee shall be selected by the
Board as chairman. The
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Committee shall hold its meetings at such times and places as it shall
deem advisable. All determinations of the Committee shall be made by a
majority of its members either present in person or participating by
telephone conference at any meeting or by written consent. The
Committee may appoint a secretary and make such rules and regulations
for the conduct of its business as it shall deem advisable, and shall
keep minutes of its meetings.
No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or
any Option granted hereunder.
4. ELIGIBILITY
Options may be granted to employees (including, without limitation,
officers and directors who are employees) of the Corporation, its
present or future divisions, and its Parent Corporations or Subsidiary
Corporations and to nonemployee directors of the Corporation. In
determining the persons to whom Options shall be granted and the number
of shares to be covered by each Option, the Committee shall take into
account the duties of the respective persons, their present and
potential contributions to the success of the Corporation or any Parent
Corporation or Subsidiary Corporation and such other factors as the
Committee shall deem relevant in connection with accomplishing the
purpose of the Plan.
An Optionee shall be eligible to receive more than one grant of an
Option during the term of the Plan, but only on the terms and subject
to the restrictions hereinafter set forth.
5. STOCK
The stock subject to Options hereunder shall be the Corporation's
Common Stock. Shares of Common Stock subject to Options hereunder may,
in whole or in part, be authorized but unissued shares or shares that
shall have been or that may be reacquired by the Corporation. The
aggregate number of shares of Common Stock as to which Options may be
granted from time to time under the Plan shall not exceed 37,887 (or
227,320 if the Split is effectuated). The limitation established by the
preceding sentence shall be subject to adjustment as provided in
Section 8(i) hereof.
In the event that any outstanding Option under the plan for any reason
expires or is terminated without having been exercised in full, the
shares of Common Stock allocable to the unexercised portion of such
Option shall (unless the Plan shall have been terminated) become
available for subsequent grants of Options under the Plan.
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6. INCENTIVE STOCK OPTIONS
Options granted pursuant to this Section 6 are intended to constitute
Incentive Stock Options and shall be subject to the following special
terms and conditions (and such terms and conditions shall be
incorporated by reference in the Option Agreements evidencing such
Options), in addition to the general terms and conditions specified in
Section 8 hereof.
a. VALUE OF SHARES. The aggregate Fair Market Value (determined
as of the date the Incentive Stock Option is granted) of the
shares of Common Stock with respect to which Incentive Stock
Options granted under this Plan and all other option plans of
the Corporation and any Parent Corporation or Subsidiary
Corporation become exercisable for the first time by an
Optionee during any calendar year shall not exceed $100,000
(the "$100,000 Limit"). If the aggregate Fair Market Value of
the shares of Common Stock (determined as of the date that the
Incentive Stock Option is granted) with respect to all
Incentive Stock Options previously granted under the Plan and
any other plans ("Prior Grants") and any Incentive Stock
Options under a current grant (a "Current Grant") which are
exercisable for the first time during any calendar year would
exceed the $100,000 Limit, the Option shall be exercisable as
follows:
(1) the portion of the Current Grant exercisable for the
first time by the Optionee during any calendar year
which would, when added to any portions of any Prior
Grants, be exercisable for the first time by the
Optionee during such calendar year with respect to
Common Stock which would have an aggregate Fair
Market Value (determined as of the respective grant
date for such Incentive Stock Options) in excess of
the $100,000 Limit shall, notwithstanding the terms
of the Current Grant, be exercisable for the first
time by the Optionee in the first subsequent calendar
year or years in which it could be exercisable for
the first time by the Optionee when added to all
Prior Grants without exceeding the $100,000 Limit;
and
(2) if, viewed as of the date of the Current Grant, any
portion of a Current Grant could not be exercised
under the provisions of the immediately preceding
provision during any calendar year commencing with
the calendar year in which it is first exercisable
through and including the last calendar year in which
it may by its terms be exercised, such portion of the
Current Grant shall not constitute an Incentive Stock
Option, but shall be exercisable as a separate
Nonqualified Stock Option at such date or dates as
shall be provided in the Current Grant;
b. TEN PERCENT STOCKHOLDER. In the case of an Incentive Stock
Option granted to a Ten Percent Stockholder, (i) the Option
Price shall not be less than one hundred ten percent (110%) of
the Fair Market Value of the shares of Common Stock of the
Corporation on the date of grant of such Incentive Stock
Option,
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and (ii) the exercise period shall not exceed five (5) years
from the date of grant of such Incentive Stock Option.
7. NONQUALIFIED STOCK OPTIONS
Options granted pursuant to this Section 7 are intended to constitute
Nonqualified Stock Options and shall be subject only to the general
terms and conditions specified in Section 8 hereof.
8. TERMS AND CONDITIONS OF OPTIONS
Each Option granted pursuant to the Plan shall be evidenced by a
written Option Agreement between the Corporation and the Optionee,
which agreement shall comply with and be subject to the following terms
and conditions (and such terms and conditions shall be incorporated by
reference in the Option Agreements evidencing such Options):
a. NUMBER OF SHARES. Each Option Agreement shall state the number
of shares of Common Stock to which the Option relates.
b. TYPE OF OPTION. Each Option Agreement shall specifically
identify the portion, if any, of the Option which constitutes
an Incentive Stock Option and the portion, if any, which
constitutes a Nonqualified Stock Option.
c. OPTION PRICE. Each Option Agreement shall state the Option
Price, which, shall be not less than one hundred percent
(100%) of the Fair Market Value of the shares of Common Stock
of the Corporation on the date of grant of the Option. The
Option Price shall be subject to adjustment as provided in
Section 8(i) hereof. The date on which the Committee adopts a
resolution expressly granting an Option shall be considered
the day on which such Option is granted.
d. MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in
full, at the time of exercise, in cash and may be effected in
whole or in part (i) with monies received from the Corporation
or any Parent Corporation or Subsidiary Corporation at the
time of exercise as a compensatory cash payment, or (ii) with
monies borrowed from the Corporation or any Parent Corporation
or Subsidiary Corporation pursuant to repayment terms and
conditions as shall be determined from time-to-time by the
Committee, in its discretion, separately with respect to each
exercise of Options and each Optionee; provided, however, that
each such method and time for payment and each such borrowing
and terms and conditions of repayment shall be permitted by
and be in compliance with applicable law, and provided,
further, that in the event the Option Price is paid with
monies borrowed from the Corporation or any Parent Corporation
or Subsidiary Corporation, such fact shall be noted
conspicuously on the certificate for such shares in accordance
with applicable law.
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<PAGE> 7
e. TERM AND EXERCISE OF OPTIONS. Options shall be exercisable
over the exercise period as and at the times and upon the
conditions that the Committee may determine, as reflected in
the Option Agreement; provided, however, that the Committee
shall have the authority to accelerate the exercisability of
any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems
appropriate. The exercise period for each Option shall be
determined by the Committee; provided, however, that such
exercise period shall not exceed eight (8) years from the date
of grant of such Option. The exercise period of an Option
shall be subject to earlier termination as provided in
Sections 8(f) and 8(g) hereof. An Option may be exercised, as
to any or all full shares of Common Stock as to which the
Option has become exercisable, by giving written notice of
such exercise to the Committee; provided, however, that an
Option may not be exercised at any one time as to fewer than
100 shares (or such number of shares as to which the Option is
then exercisable if such number of shares is less than 100).
f. TERMINATION. Except as provided in this Section 8(f) and in
Section 8(g) hereof, an Option may not be exercised unless the
Optionee is then in the employ of the Corporation (or a
division) or a Parent or Subsidiary Corporation thereof and
unless the Optionee has remained continuously so employed
since the date of grant of the Option. In the event that the
employment of an Optionee shall terminate (other than by
reason of death, Disability or retirement), all Options of
such Optionee that are exercisable at the time of such
termination may, unless earlier terminated in accordance with
their terms, be exercised within three (3) months after such
termination; provided, however, that if the employment of an
Optionee shall terminate for Cause, all Options theretofore
granted to such Optionee shall, to the extent not theretofore
exercised, terminate forthwith.
In the case of an Option granted to an individual who at the
time of grant was not an employee of the Corporation or a
Parent or Subsidiary Corporation, such Option shall cease to
be exercisable in accordance with the terms established by the
Committee which shall be set forth in the Option Agreement.
g. DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. If an Optionee
shall die while employed by the Corporation or a Parent or
Subsidiary Corporation or within three (3) months after the
termination of such Optionee's employment, other than for
Cause, or if the Optionee's employment shall terminate by
reason of Disability or retirement, all Options theretofore
granted to such Optionee (to the extent otherwise exercisable)
may, unless earlier terminated in accordance with their terms,
be exercised by the Optionee or by the Optionee's estate or by
a person who acquired the right to exercise such Option by
bequest or inheritance or otherwise by reason of the death or
Disability of the Optionee, at any time within (i) one year
after the date of death, Disability or retirement of the
Optionee, if the Common Stock is then publicly traded on a
national securities exchange or on an over-the-counter market
and (ii) the earlier of (x) the original expiration date set
forth in the Option Agreement and (y) thirty (30)
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<PAGE> 8
days after the date of an initial public offering by the
Corporation of its Common Stock, if the Common Stock is not
then publicly traded on a national securities exchange or on
an the over-the-counter market.
h. NONTRANSFERABILITY OF OPTIONS. Options granted under the Plan
shall not be transferable or assignable otherwise than by will
or by the laws of descent and distribution, and Options may be
exercised, during the lifetime of the Optionee, only by the
Optionee or by his guardian or legal representative.
i. EFFECT OF CERTAIN CHANGES.
(1) Subject to the approval (if required) of the
Superintendent of Banks of the New York State Banking
Department (the "Superintendent"), if there is any
change in the number of shares of Common Stock
through the declaration of stock dividends, or
through recapitalization resulting in stock splits,
or combinations or exchanges of such shares, then the
number of shares of Common Stock available for
Options, the number of such shares covered by
outstanding Options and the price per share of such
Options, shall be equitably adjusted by the Board to
reflect any increase or decrease in the number of
issued shares of Common Stock; provided, however,
that any fractional shares resulting from such
adjustment shall be eliminated.
(2) In the event of the proposed dissolution or
liquidation of the Corporation, in the event of any
corporate separation or division, including, but not
limited to, split-up, split-off or spin-off, or in
the event of a merger or consolidation of the
Corporation with another corporation, the Committee
may provide that the holder of each Option then
exercisable shall have the right to exercise such
Option (at its then Option Price) solely for the kind
and amount of shares of stock and other securities,
property, cash or any combination thereof receivable
upon such dissolution, liquidation, or corporate
separation or division, or merger or consolidation by
a holder of the number of shares of Common Stock for
which such Option might have been exercised
immediately prior to such dissolution, liquidation,
or corporate separation or division, or merger or
consolidation; or the Committee may provide, in the
alternative, that each Option granted under the Plan
shall terminate as of a date to be fixed by the
Committee; provided, however, that not less than
thirty (30) days' written notice of the date so fixed
shall be given to each Optionee, who shall have the
right, during the period of thirty (30) days
preceding such termination, to exercise the Options
as to all or any part of the shares of Common Stock
covered thereby, including shares as to which such
Options would not otherwise be exercisable; provided,
further, that failure to provide such notice shall
not invalidate or affect the action with respect to
which such notice was required.
(3) If while unexercised Options remain outstanding under
the Plan - -
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<PAGE> 9
i) the stockholders of the Corporation approve
a definitive agreement to merge or
consolidate the Corporation with or into
another corporation or to sell or otherwise
dispose of substantially all of its assets,
or adopt a plan of liquidation, or
ii) the "beneficial ownership" (as defined in
Rule 13d-3 under the 1934 Act) of securities
representing more than 50% of the combined
voting power of the Corporation is acquired
by any "person" as defined in Sections 13(d)
and 14(d) of the 1934 Act,
then from and after the date of any such stockholder
approval or adoption, or the date on which public
announcement of the acquisition of such percentage
shall have been made, whichever is applicable (the
applicable date being referred to herein as the
"Acceleration Date"), all Options shall be
exercisable in full, whether or not otherwise
exercisable. Following the Acceleration Date, (a) the
Committee shall, in the case of a merger,
consolidation or sale or disposition of assets,
promptly make an equitable adjustment to the number
and class of shares of Common Stock available for
Options, and to the amount and kind of shares or
other securities or property receivable upon exercise
of any outstanding Options after the effective date
of such transaction, and the price thereof, and (b)
the Committee may, in its discretion, permit the
cancellation of outstanding Options in exchange for a
cash payment in an amount per share subject to any
such Option equal to the difference between the Fair
Market Value (or, if greater, the price per share
being paid in such Offer) of the shares of Common
Stock subject to such Option and the Option Price set
forth in the Option Agreement evidencing such Option.
(4) Paragraphs (2) and (3) of this Section 8(i) shall not
apply to a merger or consolidation in which the
Corporation is the surviving corporation and shares
of Common Stock are not converted into or exchanged
for stock, securities of any other corporation, cash
or any other thing of value. Paragraph (3) of this
Section 8(i) shall also not apply to any public
offering of securities by the Corporation.
Notwithstanding the preceding sentence, in case of
any consolidation or merger of another corporation
into the Corporation in which the Corporation is the
surviving corporation and in which there is a
reclassification or change (including a change to the
right to receive cash or other property) of the
shares of Common Stock (other than a change in par
value, or from par value to no par value, or as a
result of a subdivision or combination, but including
any change in such shares into two or more classes or
series of shares), the Committee may provide that the
holder of each Option then exercisable shall have the
right to exercise such Option solely for the kind and
amount of shares of stock and other securities
(including those of any new direct or indirect Parent
Corporation), property, cash or any combination
thereof receivable upon such reclassification,
change, consolidation or merger by the holder of the
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<PAGE> 10
number of shares of Common Stock for which such
Option might have been exercised.
(5) In the event of a change in the Common Stock of the
Corporation as presently constituted, which is
limited to a change of all of its authorized shares
with par value into the same number of shares with a
different par value or without par value, the shares
resulting from any such change shall be deemed to be
the Common Stock within the meaning of the Plan.
(6) To the extent that the foregoing adjustments relate
to stock or securities of the Corporation, such
adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding
and conclusive.
(7) Except as hereinbefore expressly provided in this
Section 8(i), the Optionee shall have no rights by
reason of any subdivision or consolidation of shares
of stock of any class or the payment of any stock
dividend or any other increase or decrease in the
number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or
consolidation or spin-off of assets or stock of
another corporation; and any issue by the Corporation
of shares of stock of any class, or securities
convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of
shares of Common Stock subject to the Option. The
grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the
Corporation to make adjustments, reclassification,
reorganizations or changes of its capital or business
structures or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or part
of its business or assets.
j. RIGHTS AS A STOCKHOLDER; STOCKHOLDER AGREEMENT. An Optionee or
a transferee of an Option shall have no rights as a
stockholder with respect to any shares covered by the Option
until the date of the issuance of a stock certificate to him
for such shares. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or
other property) or distribution of other rights for which the
record date is prior to the date such stock certificate is
issued, except as provided in Section 8(i) hereof. If shares
of Common Stock are not publicly traded on a national
securities exchange or on an over-the-counter market at the
time that an Optionee exercises an Option, then as a condition
of exercise of such Option, the Optionee shall be required to
execute the Corporation's Stockholder Agreement dated as of
July 13, 1990 (in the form attached hereto as Exhibit A) as
may be revised from time to time.
k. OTHER PROVISIONS. The Option Agreements authorized under the
Plan shall contain such other provisions, including, without
limitation, (i) the imposition of restrictions upon the
exercise of an Option, and (iii) in the case of an Incentive
Stock Option, the inclusion of any condition not inconsistent
with such Option
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<PAGE> 11
qualifying as an Incentive Stock Option, as the Committee
shall deem advisable.
9. AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES
If the Committee shall so require, as a condition of exercise, each
Optionee shall agree that --
(a) No later than the date of exercise of any Option hereunder,
(i) the Optionee shall remit an amount sufficient to satisfy
all federal, state and local withholding tax requirements
related thereto, (ii) the Committee shall withhold such sums
from compensation otherwise due to the Optionee or from any
shares of Common Stock due to the Optionee under the Plan, or
(iii) any combination of the foregoing, or
(b) If any disqualifying disposition (within the meaning of
Section 422(a)(1) of the Code) is made with respect to shares
of Common Stock acquired under an Incentive Stock Option
granted pursuant to the Plan, then the person making such
disqualifying disposition shall remit to the Corporation an
amount sufficient to satisfy all federal, state and local
withholding taxes thereby incurred.
10. SECURITIES LAW MATTERS
(a) If the Committee deems necessary to comply with the Securities
Act of 1933, the Committee may require a written investment
intent representation by the Grantee and may require that a
restrictive legend be affixed to certificates for shares of
Stock.
(b) If the Committee determines that, based upon the opinion of
counsel for the Corporation, the Committee determines that the
exercise or nonforfeitability of, or delivery of benefits
pursuant to, any Option would violate any applicable provision
of (1) federal or state securities law or (2) the listing
requirements of any securities exchange on which are listed
any of the Corporation's equity securities, then,
notwithstanding anything herein or in any Option Agreement to
the contrary, the Committee may postpone any such exercise,
nonforfeitability or delivery, as the case may be, but the
Corporation shall use its best efforts to cause such exercise,
nonforfeitability or delivery to comply with all such
provisions at the earliest practicable date. The Committee's
authority under this Section 10(b) shall expire on an
Acceleration Date.
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11. BANKING LAW MATTERS
The Plan shall at all times be subject to the provisions of section
140-a of the New York State Banking Law, the regulations of the New
York State Banking Department and any other applicable law of
regulation.
12. FUNDING
Benefits payable under the Plan to any person shall be paid directly by
the Corporation. The Corporation shall not be required to fund, or
otherwise segregate assets to be used for, benefits under the Plan.
13. NO EMPLOYMENT RIGHTS
Neither the establishment of the Plan nor the granting of any Option
shall be construed to (a) give any Optionee the right to remain
employed by the Corporation or any of its Parent or Subsidiary
Corporations or to any benefits not specifically provided by the Plan
or (b) in any manner modify the right of the Corporation or any Parent
or Subsidiary Corporation to modify, amend, or terminate any of its
employee benefit plans.
14. TERM OF PLAN; APPROVAL OF STOCKHOLDERS
The Plan shall become effective upon the close of business on the date
that the Superintendent files the restated Organization Certificate for
the Corporation reflecting the Split and approval of the Plan (the
"Filing Date") but shall be subject to (i) the adoption of the Plan by
the Board and (ii) the approval of the Plan by the holders of a
majority of the issued and outstanding shares of Common Stock of the
Corporation, which approval must occur within twelve months before or
after the date that the Plan is adopted by the Board. Subject to the
preceding sentence, Options may be granted pursuant to the Plan from
time to time within a period of ten (10) years of the earliest to occur
of (i) the Filing Date, (ii) the date that the Plan has been adopted by
the Board, or (iii) the date that the Plan has been approved by the
stockholders of the Corporation.
15. AMENDMENT AND TERMINATION OF THE PLAN
Notwithstanding any other provision of this Plan, the Board at any time
and from time to time may suspend, terminate, modify or amend the Plan
or, subject to the last sentence of this Section 15, any Option;
provided, however, (A) that any amendment or modification to the Plan
or any Option that would (i) require an amendment to the Corporation's
Organization Certificate, (ii) increase the number of shares of Common
Stock as to which Options may be granted, (iii) change the number of
shares of Common Stock which may be optioned to any single individual,
(iv) decrease an Option's exercise price, (v) extend the term of the
Plan or of an Option, or (vi) change the persons or category of persons
eligible to be granted Options, shall require the approval of the
Superintendent and of a majority
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of the shares of Common Stock issued and outstanding and (B) any
modification or amendment to the Plan, other than those amendments
listed in clause (A) of this Section 15 of the Plan, shall require the
approval of the Superintendent. Except as provided in Section 8 hereof,
no suspension, termination, modification or amendment of the Plan may
adversely affect any Option previously granted, unless the written
consent of the Optionee is obtained.
16. EFFECT OF HEADINGS
The section and subsection headings contained herein are for
convenience only and shall not affect the construction hereof.
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WACHOVIA CORPORATION
1999 Declaration of Amendment to
Offitbank 1993 Stock Option Plan
THIS DECLARATION OF AMENDMENT, made effective this 1st day of
September, 1999, by WACHOVIA CORPORATION, a North Carolina corporation (the
"Corporation"), to the Offitbank 1993 Stock Option Plan (the "Plan").
R E C I T A L S:
WHEREAS, the Plan provides for the grant of stock options to selected
employees of Offitbank ("Offitbank"), its divisions, parent corporations and
subsidiary corporations, and selected non-employee directors of Offitbank; and
WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of May 13, 1999 by and between the Corporation and
OFFITBANK Holdings, Inc. ("OFFIT Holdings"), the parent corporation of
Offitbank, OFFIT Holdings will merge into the Corporation, with the Corporation
as the surviving corporation; and
WHEREAS, pursuant to Section 6.09(b) of the Merger Agreement, at the
effective time of the merger (the "Merger"), each outstanding option to purchase
shares of OFFIT Holdings 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 15 of the Plan, the Board at any time and
from time to time may suspend, terminate, modify or amend the plan or any
option, subject to certain terms stated in the Plan; and
WHEREAS, subject to consummation of the Merger, the Corporation has
determined that it would be in the best interests of the Corporation to reflect
the Corporation's assumption of certain options under the Plan and make certain
amendments to the Plan in order to facilitate plan administration;
NOW, THEREFORE, IT IS DECLARED, that, subject to consummation of the
Merger and effective immediately following the effective time of the Merger, the
Plan shall be amended as follows:
1. References in the Plan to the "Corporation," 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. Notwithstanding the foregoing,
however, for purposes of determining eligibility to participate in the Plan
(including but not limited to the provisions of Section 4), the term
"Corporation" shall refer to Offitbank, its present or future divisions, its
parent corporations and subsidiary corporations, as defined in the Plan.
<PAGE> 15
2. All references to the term "Common Stock," including but not limited
to the definition of such term contained in Section 2(d), 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 first paragraph of Section 3 ("Administration") shall be deleted
and the following sentences shall be inserted in lieu thereof, with the
remainder of Section 3 being unchanged:
"The Plan shall be administered by the Committee. If deemed
necessary or advisable to comply with the provisions of Rule
16b-3 of the Exchange Act, the Committee shall be comprised
solely of "non-employee directors," as such term is defined in
Rule 16b-3."
5. The second sentence of Section 5 ("Stock") shall be deleted and the
following sentence shall be inserted in lieu thereof, with the remainder of
Section 5 being unchanged:
"Shares of Common Stock subject to Options hereunder may, in
whole or in part, be authorized but unissued shares."
6. Section 8(j) ("Rights as a Stockholder; Stockholder Agreement")
shall be amended by deleting the reference to Stockholder Agreement in the
heading and by deleting the last sentence thereof, with the remainder of Section
8(j) being unchanged.
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/ L.M. Baker, Jr.
---------------------------------
Chief Executive Officer
ATTEST:
/s/ William M. Watson, Jr.
- ----------------------------------
Secretary
[Corporate Seal]
2
