WACHOVIA CORP/ NC
S-8 POS, 1999-04-26
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                                        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)



             INTERSTATE/JOHNSON LANE, INC. RESTATED STOCK AWARD PLAN
             INTERSTATE/JOHNSON LANE, INC. LONG-TERM INCENTIVE PLAN
                            (Full title of the plans)



                             William M. Watson, Jr.
                             Senior Vice President,
                               Corporate 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 425,000 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. 333-68823) 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, 1998, filed on March 29, 1999 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 William M. Watson, Jr., Senior Vice President, Corporate Secretary and
Counsel of the Company, who owns approximately 5,000 shares of Common Stock and
has been granted options to purchase 11,600 shares of Common Stock and
restricted awards for 600 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 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.



                                      II-1

<PAGE>

               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:
<TABLE>
<CAPTION>

        NUMBER                      DESCRIPTION
        ------                      -----------

         <S>          <C>
         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

        99.1          Interstate/Johnson Lane, Inc. Restated Stock Award Plan, as amended

        99.2          Interstate/Johnson Lane, Inc. Long-Term Incentive Plan, as amended
</TABLE>

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:


                                             II-2

<PAGE>



               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933 (the "Securities Act");

               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the Registration
                      Statement;

               (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.


                                             II-3

<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.
333-68823 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
26th day of April, 1999.

                                    WACHOVIA CORPORATION

                                    By:     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 April 26, 1999.
<TABLE>
<CAPTION>


<S>                                                     <C>
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 *                                  Sherwood H. Smith, Jr. *
- ------------------------------------------              ---------------------------------
Name:     Lloyd U. Noland, III                          Name:     Sherwood H. Smith, Jr.
Title:    Director                                      Title:    Director
</TABLE>


                                             II-4

<PAGE>
<TABLE>
<CAPTION>



<S>                                                     <C>
John C. Whitaker, Jr. *                                 Robert S. McCoy, Jr.
- ------------------------------------------              -----------------------------------------
Name:     John C. Whitaker, Jr.                         Name:     Robert S. McCoy, Jr.
Title:    Director                                      Title:    Vice Chairman and 
                                                                  Chief Financial Officer
                                                                  (principal financial officer)


Donald K. Truslow
- -------------------------------------------
Name:     Donald K. Truslow
Title:    Senior Executive Vice President,
          Treasurer and Comptroller
          (principal accounting officer)


* By: William M. Watson, Jr.
- --------------------------------------------
  Name:   William M. Watson, Jr.
          Attorney-in-Fact
</TABLE>


                                          II-5

<PAGE>



                                         EXHIBIT INDEX
                                              TO
                             REGISTRATION STATEMENT ON FORM S-8 OF
                                     WACHOVIA CORPORATION
<TABLE>
<CAPTION>

      EXHIBIT NO.                                DESCRIPTION
      -----------                                -----------

        <S>           <C>
         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

        99.1          Interstate/Johnson Lane, Inc. Restated Stock Award Plan, as amended

        99.2          Interstate/Johnson Lane, Inc. Long-Term Incentive Plan, as amended

</TABLE>



- ------
* Incorporated by reference.


                                             II-6





                                                                       EXHIBIT 5



                                        April 26, 1999



Wachovia Corporation
100 North Main Street
P.O. Box 3099
Winston-Salem, NC 27150

      Registration Statement on Form S-8 Relating to Certain Stock Plans of
                          Interstate/Johnson Lane, Inc.

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. 333-68823) under the Securities Act of 1933, as amended, pertaining to
the offer and sale of up to 425,000 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 following: (1) Interstate/Johnson Lane, Inc.
Restated Stock Award Plan, and (2) Interstate/Johnson Lane, Inc. Long-Term
Incentive Plan (individually, a "Plan," and collectively the "Plans"). 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 October 27, 1998 by and between the Company and Interstate/Johnson Lane,
Inc. ("IJL"), pursuant to which IJL merged with and into the Company.

        As counsel for the Company, the Plans 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 respective 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.
                                            William M. Watson, Jr.
                                            Senior Vice President, Counsel,
                                            and Corporate Secretary






                                                                    EXHIBIT 23.2


                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8 filed on or about April 26, 1999) pertaining to the Interstate/
Johnson Lane, Inc. Restated Stock Award Plan and the Interstate/Johnson
Lane, Inc. Long-Term Incentive Plan of Wachovia Corporation 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.


                                             Ernst & Young LLP


Winston-Salem, North Carolina
April 23, 1999



                                                                    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.






      Richmond, Virginia
      April 23, 1999









                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ L.M. Baker, Jr.
                                                   -----------------------------
                                                   L.M. Baker, Jr.

<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ James S. Balloun
                                                   -----------------------------
                                                   James S. Balloun

<PAGE>



                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ Peter C. Browning
                                                   -----------------------------
                                                   Peter C. Browning

<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ John T. Casteen, III
                                                   -----------------------------
                                                   John T. Casteen, III

<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ John L. Clendenin
                                                   -----------------------------
                                                   John L. Clendenin
<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ Thomas K. Hearn, Jr.
                                                   -----------------------------
                                                   Thomas K. Hearn, Jr.

<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ George W. Henderson, III
                                                   -----------------------------
                                                   George W. Henderson, III

<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ W. Hayne Hipp
                                                   -----------------------------
                                                   W. Hayne Hipp

<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ Robert A. Ingram
                                                   -----------------------------
                                                   Robert A. Ingram

<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ George R. Lewis
                                                   -----------------------------
                                                   George R. Lewis

<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ Elizabeth Valk Long
                                                   -----------------------------
                                                   Elizabeth Valk Long

<PAGE>



                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ John G. Medlin, Jr.
                                                   -----------------------------
                                                   John G. Medlin, Jr.


<PAGE>





                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ Lloyd U. Noland, III
                                                   -----------------------------
                                                   Lloyd U. Noland, III

<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ Sherwood H. Smith, Jr.
                                                   -----------------------------
                                                   Sherwood H. Smith, Jr.

<PAGE>




                                POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS:

        I, the undersigned director of Wachovia Corporation, 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), my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and in my behalf a 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 the premises, as fully
to all intents and purposes as I 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, I the undersigned have executed this Power of
Attorney as of the 1st day of April 1999.



                                                   /s/ John C. Whitaker, Jr.
                                                   -----------------------------
                                                   John C. Whitaker, Jr.







                                                                    EXHIBIT 99.1


                          INTERSTATE/JOHNSON LANE, INC.
                            RESTATED STOCK AWARD PLAN
                                OCTOBER 21, 1997


                                    ARTICLE I
                      PURPOSE; EFFECTIVE DATE; DEFINITIONS

        1.1 Purpose. The Interstate/Johnson Lane, Inc. Restated Stock Award Plan
("Restated Plan"), is intended to secure for Interstate/Johnson Lane, Inc. and
its shareholders the benefits of the incentive inherent in common stock
ownership by the employees and outside directors of the Company who are largely
responsible for the Company's future growth and continued financial success and
to afford such persons the opportunity to obtain or increase a proprietary
interest in the Company on a favorable basis and, thereby, to have an
opportunity to share in its success.

        1.2 Effective Date. Subject to the approval of the Board and of the
Company's shareholders if required pursuant to Section 7.9 below, this Restated
Plan shall be effective as of October 21, 1996. The original effective date of
this Restated Plan was October 19, 1987; it was first amended on October 1,
1991; and it was subsequently restated as of October 27, 1992, again restated as
of October 25, 1994, and again as of October 21, 1997.

        1.3 Definitions. Throughout this Restated Plan, the following terms
shall have the meanings respectively indicated:

               (a) "Act" shall mean the Securities Exchange Act of 1934, as
amended;

               (b) "Benefits" shall mean any one or more of the following three
awards that may be offered by the Committee to Employees under this Restated
Plan:

                      (i)    Options,
                      (ii)   Stock Appreciation Rights,
                      (iii)  Restricted Stock, or
                      (iv)   Unrestricted Stock;

               (c) "Board" shall mean the Board of Directors of
Interstate/Johnson Lane, Inc.;

               (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and any successor revenue laws of the United States;

               (e) "Committee" shall mean any committee of directors of the
Company designated by the Board to administer this Restated Plan;
<PAGE>

               (f) "Common Stock" shall mean the common stock of
Interstate/Johnson Lane, Inc. par value $.20 per share;

               (g) "Company" shall mean Interstate/Johnson Lane, Inc. and any of
its Subsidiaries;

               (h) "Employee" shall mean any person engaged or proposed to be
engaged as an officer or employee of the Company;

               (i) "Option" shall mean an option to purchase shares of Common
Stock granted by the Committee to an Employee pursuant to this Restated Plan;

               (j) "Option Agreement" shall mean an agreement between the
Company and an Employee whereby an Option is granted;

               (k) "Option Shares" shall mean the shares of Common Stock
purchased upon the exercise of an Option;

               (l) "Restated Plan" shall mean this Interstate/Johnson Lane, Inc.
Restated Stock Award Plan, and any amendments hereto;

               (m) "Restricted Stock" shall mean Common Stock (i) granted to
Employees under Section 6.1 of this Restated Plan, subject to such restrictions
as the Committee may determine, and (ii) issued to Outside Directors under
Section 6.2 of this Restated Plan in each case as evidenced in a Restricted
Stock Agreement;

               (n) "Restricted Stock Agreement" shall mean an agreement between
the Company and an Employee or Outside Director pursuant to which Restricted
Stock is issued to the Employee or Outside Director pursuant to this Restated
Plan;

               (o) "Restriction Period" shall mean the time period during which
the Restricted Stock is subject to the restrictions set forth in the Restricted
Stock Agreement;

               (p) "SAR Agreement" shall mean an agreement between the Company
and an Employee pursuant to which a Stock Appreciation Right is issued to the
Employee pursuant to this Restated Plan;

               (q) "Stock Appreciation Rights" shall mean the right to receive
cash or Common Stock, granted pursuant to Article V of this Restated Plan and a
SAR Agreement;

               (r) "Subsidiary" shall mean a subsidiary corporation of
Interstate/Johnson Lane, Inc., as defined in Sections 424(f) and 424(g) of the
Code;
<PAGE>

               (s) "Unrestricted Stock" shall mean Common Stock granted under
Article VI of this Plan that is not Restricted Stock; and

               (t) "Unrestricted Stock Agreement" shall mean an agreement
between the Company and an Employee pursuant to which Unrestricted Stock is
issued to the Employee pursuant to this Plan.

                                   ARTICLE II
                                 ADMINISTRATION

        2.1 Committee Administration. This Restated Plan, with respect to grants
and awards to Employees hereunder, shall be administered by the Committee, which
shall be appointed by the Board from time to time.

        2.2 Committee Composition and Powers. The Committee shall consist of not
less than two persons who shall be members of the Board and shall be subject to
such terms and conditions as the Board shall prescribe. Each Committee member
shall be a "non-employee director" within the meaning of Rule 16b-3 promulgated
under the Act. Once designated, the Committee shall continue to serve until
otherwise directed by the Board. From time to time, the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies however caused, and remove all members of the Committee.

        A majority of the entire Committee shall constitute a quorum and the
action of a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. In addition, any decision
or determination reduced to writing and signed by all of the members of the
Committee shall be fully as effective as if it had been made by a majority vote
at a meeting duly called and held. Subject to the provisions of this Restated
Plan, to the provisions of the Company's by-laws, and to any terms and
conditions prescribed by the Board, the Committee may make such rules and
regulations for the conduct of its business as it shall deem advisable. The
Committee shall hold meetings at such times and places as it may determine.

        The interpretation and construction by the Committee of any provisions
of this Restated Plan, with respect to grants and awards to Employees hereunder,
or of any Benefit granted under it shall be final unless otherwise determined by
the Board.

        2.3 Limitation on Receipt of Benefits by Committee Members. No person
while a member of the Committee shall be eligible to receive Benefits under this
Restated Plan, provided, however, that (i) to the extent applicable, a Committee
member may receive shares of Restricted Stock in lieu of cash compensation
pursuant to the formula provisions of Section 6.2 hereof; and (ii) a member of
the Committee may exercise Options (but not Stock Appreciation Rights) granted
prior to his becoming a member of the Committee.
<PAGE>

        2.4 Good Faith Determinations. No member of the Board, the board of
directors of any subsidiary or the Committee shall be liable for any action or
determination made in good faith with respect to this Restated Plan or any
Benefit granted under it.

                                   ARTICLE III
         ELIGIBILITY; TYPES OF BENEFITS; SHARES SUBJECT TO RESTATED PLAN

        3.1 Eligibility. The Committee shall from time to time determine and
designate the Employees of the Company to receive Benefits under this Restated
Plan and the number of Options, Stock Appreciation Rights and shares of
Restricted Stock to be awarded to each such Employee, or the formula or other
basis on which such Benefits shall be awarded to Employees. In making any such
award, the Committee may take into account the nature of services rendered by an
Employee, commissions or other compensation earned by the Employee, the capacity
of the Employee to contribute to the success of the Company, and other factors
that the Committee may consider relevant.

        3.2 Types of Benefits. Benefits under this Restated Plan may be granted
in any one or any combination of (a) Options; (b) Stock Appreciation Rights; (c)
Restricted Stock; and (d) Unrestricted Stock, as described in this Restated
Plan.

        The Committee may: (a) give Employees a choice between two Benefits or
combinations of Benefits; (b) award Benefits in the alternative so that
acceptance of or exercise of one Benefit cancels the right of an Employee to
another; and (c) award Benefits in any combination or combinations and subject
to any condition or conditions consistent with the terms of this Restated Plan
that the Committee in its sole discretion may determine.

        3.3 Shares Subject to this Restated Plan. Subject to the provisions of
Section 4.1(e) (relating to adjustment for changes in Common Stock), the maximum
number of shares that may be issued under this Restated Plan shall not exceed in
the aggregate 2,800,000 shares of Common Stock. Such shares may be authorized
and unissued shares, or authorized and issued shares that have been reacquired
by the Company as treasury stock. If any Options granted under this Restated
Plan shall for any reason terminate or expire or be surrendered without having
been exercised in full, the shares not purchased under such Options shall be
available again for grant under this Restated Plan. Upon the forfeiture (in
whole or in part) of Restricted Stock, the shares of Common Stock forfeited
shall be available again for grant under this Restated Plan.

                                   ARTICLE IV
                           NONSTATUTORY STOCK OPTIONS

        4.1 Grant; Terms and Conditions. The Committee from time to time may
grant nonstatutory stock options under this Restated Plan to the Employees,
which grant shall be evidenced by Option Agreements, which Option Agreements
shall be in such form and contain such provisions as the Committee shall from
time to time approve consistent with this Restated Plan. The Option Agreements
need not be identical, but each Option Agreement by appropriate language shall
include the substance of all of the following terms and conditions:

               (a) Number of Shares. Each Option Agreement shall state the
number of shares to which it pertains.

               (b) Option Price. Each Option Agreement shall state the Option
exercise price, which shall be determined by the Committee in its sole
discretion.

               (c) Medium and Time of Payment. The Option shall be exercised by
the optionee by delivering to the Secretary of the Company, on any business day
during the term of the Option (the "Exercise Date"), (i) a written notice
specifying the number of Option Shares the optionee then desires to purchase
(the "Notice"), and (ii) payment in full in an aggregate amount in United States
dollars equal to the Option exercise price for the number of Option Shares
specified in the Notice (the "Total Option Price"). The payment of the Total
Option Price may be made (1) in cash or by check made payable to the order of
the Company, (2) with shares of Common Stock owned by the optionee, (3) by
permitting the Company to retain Option Shares otherwise issuable pursuant to
the Option, or (4) by any combination of the foregoing. In the case of clause
(2) or (3), the Common Stock or the Option Shares, as the case may be, shall be
valued at fair market value on the Exercise Date. In addition, in the case of
clause (3), the Corporation may retain that number of Option Shares otherwise
issuable pursuant to the Option having a fair market value equal to the amount
of any federal, state or local income, employment or other withholding taxes
applicable to the income recognized by such optionee and attributable to the
exercise of the Option (the "Withholding Taxes"). In all cases, the Notice shall
state that the optionee acknowledges that payment of the Total Option Price and
any Withholding Taxes is his or her absolute and personal liability enforceable
by the Corporation against him or her or his or her estate.

               (d) Term and Exercise of Options. The term of each Option shall
be determined by the Committee. The Committee in its sole discretion may impose
a minimum on the number of shares which must be purchased at any one time, which
minimum (if any) shall be stated in the Option Agreement. During the lifetime of
the optionee, the Option shall be exercisable only by him and shall not be
assignable or transferable by him and no person shall acquire any rights
therein. An Option may be transferred (unless the Committee otherwise
prescribes) by will or the laws of descent or distribution.

               (e) Recapitalization; Reorganization. Subject to any required
action by the shareholders of the Company, the maximum number of shares of
Common Stock that may be issued under this Restated Plan pursuant to Section 3.3
above, the number of shares of Common Stock covered by each outstanding Option,
the number of shares of Common Stock to which each Stock Appreciation Right
relates, and the per share exercise price under each outstanding Option, shall
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend (but only on the Common Stock) or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company.

               Subject to any required action by the shareholders, if the
Company is the surviving corporation in any merger, each outstanding Option
shall pertain to and apply to the securities or other consideration that a
holder of the number of shares of Common Stock subject to the Option would have
been entitled to receive in the merger. A dissolution, liquidation or
consolidation of the Company or a merger in which the Company is not the
surviving corporation, other than a merger effected for the purpose of changing
the Company's domicile, shall cause each outstanding Option to terminate,
provided that each optionee shall, in such event, have the right immediately
prior to such dissolution, liquidation, merger or consolidation, to exercise his
Option in whole or in part without regard to any installment provision contained
in his Option Agreement but subject, however, to the restriction that if a Stock
Appreciation Right has been granted in connection with an option neither the
Option nor the Stock Appreciation Right shall be exercisable within six (6)
months after their grant except in the event of death or disability of the
optionee. In the case of a merger effected for the purpose of changing the
Company's domicile, each outstanding Option shall continue in effect in
accordance with its terms and shall apply to the same number of shares of common
stock of such surviving corporation as the number of shares of Common Stock to
which it applied immediately prior to such merger, adjusted for any increase or
decrease in the number of outstanding shares of common stock of the surviving
corporation effected without receipt of consideration.

               In the event of a change in the Common Stock as presently
constituted, which change is limited to a change of all of the 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 this Restated Plan.

               The foregoing adjustments shall be made by the Committee, whose
determination shall be final, binding and conclusive.

               Except as expressly provided in this subsection, the optionee
shall have no rights by reason of (i) any subdivision or consolidation of shares
of any class, (ii) any stock dividend, (iii) any other increase or decrease in
the number of shares of stock of any class, (iv) any dissolution, liquidation,
merger, or consolidation or spin-off, split-off or split-up of assets of the
Company or stock of another corporation, or (v) any issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class. Moreover, except as expressly provided in this subsection, the
occurrence of one or more of the above-listed events 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 (or the number of shares with
respect to a related Stock Appreciation Right).

               The grant of an Option pursuant to this Restated Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.

               (f) Rights as a Shareholder. Subject to Section 7.10 of this
Restated Plan, an optionee or a transferee of an Option 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 those shares upon payment of the
exercise price. No adjustments shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in subsection 4.1(e).

               (g) Modification, Extension and Renewal of Options. Subject to
the terms and conditions and within the limitations of this Restated Plan, the
Committee may modify, extend or renew outstanding Options granted under this
Restated Plan, or accept the surrender of outstanding Options (to the extent not
theretofore exercised) and authorize the granting of new Options in substitution
therefor (to the extent not theretofore exercised). No modification of an Option
shall, without the consent of the optionee, alter or impair any rights or
obligations under any Option theretofore granted under this Restated Plan.

               (h) Exercisability and Term of Options. Options granted pursuant
to this Restated Plan are not intended to constitute "incentive stock options"
under Section 422 of the Code. Every Option Agreement shall provide that unless
an Option has earlier terminated, Options granted pursuant to this Restated Plan
shall be exercisable at any time on or after the date of exercise set forth in
the Option Agreement and before the date that is ten (10) years and one (1)
month after the date of grant; provided, however, unless the Committee in its
sole discretion waives the requirement, an Option shall terminate and may not be
exercised if the Employee to whom it is granted ceases to be employed by the
Company except that the Option Agreement may, at the discretion of the
Committee, provide: (1) that if such Employee's employment terminates for any
reason other than conduct that in the judgment of the Committee involves
dishonesty or action by the Employee that is detrimental to the best interest of
the Company, the Employee may exercise his Option after termination of his
employment but only to the extent the Option was exercisable by him on the date
of termination of his employment; (2) that if such Employee's employment
terminates on account of total and permanent disability, the Employee may
exercise his Option after termination of his employment but only to the extent
the Option was exercisable on the date of his termination of employment; or (3)
that if such Employee dies while in the employ of the Company, or following
termination of his employment as described in (1) or (2) above, his Option may
be exercised at any time within twelve months following his death by the person
or persons to whom his rights under the Option shall pass by will or by the laws
of descent and distribution, but only to the extent that such Option was
exercisable by him on the date of his termination of employment. Each Option
Agreement may provide for acceleration of exercisability in the event of
retirement, death or disability. Notwithstanding anything to the contrary in
this subsection, an Option may not be exercised by anyone after the expiration
of its term.

        4.2 Other Provisions. The Option Agreements authorized under this
Restated Plan shall contain such other provisions, including, without
limitation, restrictions upon the exercise of the Option and the consideration
to be received by the Company as payment for the Common Stock, as the Committee
shall deem advisable. (For example, the Committee could provide as to any Option
for a vesting schedule whereunder the optionee would be able to exercise his
Option as to (for example) one-third of his Option Shares after a period of (for
example) one year from the date of grant of the Option, another one-third after
two years, and so on.)

                                    ARTICLE V
                            STOCK APPRECIATION RIGHTS

        5.1 Grant of Stock Appreciation Rights. The Committee may, in its
discretion, from time to time grant Stock Appreciation Rights to Employees who
are granted Options under this Restated Plan. Such Stock Appreciation Rights
shall relate to and be granted only in conjunction with specific Options and, if
granted, shall be granted at the time of the grant of the related Option. Stock
Appreciation Rights may be granted with respect to all or a specified portion of
the shares covered by the related Option. It is contemplated that the Committee,
in determining whether or not to grant Stock Appreciation Rights relating to an
Option, will give consideration to the circumstances of the Employee and
generally will grant Stock Appreciation Rights in connection with Options only
in those instances where the failure to grant Stock Appreciation Rights might
make exercise of an Option significantly burdensome to the Employee.

        5.2 Exercise. Stock Appreciation Rights shall entitle the holder of the
related Option, upon exercise in whole or in part of the Stock Appreciation
Rights, to receive payment in the amount and form determined pursuant to
subsection 5.3(d). Stock Appreciation Rights may be exercised only at times and
to the extent the related Option is then exercisable. The exercise of Stock
Appreciation Rights shall result in a termination of the Stock Appreciation
Rights with respect to the number of shares covered by the exercise and shall
further result in a termination of the related Option with respect to the number
of shares covered by the exercise.

        5.3 Terms and Conditions. The Committee may from time to time grant
Stock Appreciation Rights under this Restated Plan to the Employees which grants
shall be evidenced by SAR Agreements, which SAR Agreements shall be in such form
and contain such provisions as the Committee shall from time to time approve
consistent with this Restated Plan. The SAR Agreements need not be identical,
but each SAR Agreement by appropriate language shall include the substance of
all of the following additional terms and conditions:

               (a) No Stock Appreciation Right shall be exercisable before
September 30, 1988.

               (b) Stock Appreciation Rights shall be exercisable at such time
or times and to the extent, but only to the extent, that the Option to which
they relate is then exercisable.

               (c) Stock Appreciation Rights shall not be exercisable during the
first six months after their date of grant. Such rights shall not be
transferable other than by will or by the laws of descent and distribution and
shall be exercisable during the optionee's lifetime only by the optionee.

               (d) Upon exercise of Stock Appreciation Rights, the optionee
shall be entitled to receive therefor payment, in the sole discretion of the
Committee, in the form of shares of Common Stock (rounded down to the next whole
number so that no fractional shares are issued), cash or any combination
thereof. The amount of such payment shall be equal in value to the difference
between the Option exercise price per share of the related Option and the fair
market value per share of the shares of Common Stock on the date the Stock
Appreciation Right is exercised multiplied by the number of shares with respect
to which the Stock Appreciation Right shall have been exercised.

               (e) No Stock Appreciation Right may be exercised on a date on
which the fair market value (as determined above) of the Common Stock is less
than or equal to the exercise price per share of the related Option.

               (f) Stock Appreciation Rights granted under this Restated Plan
will expire or terminate no later than the expiration or termination date of the
related Option.

               (g) Any exercise by an officer or director of the Company of a
Stock Appreciation Right may be made only during the ten-day period beginning on
the third business day following the release for publication of any quarterly or
annual statement of sales and earnings by the Company and ending on the 12th
business day following the date of such release, or such other period of time as
may be provided under Rule 16b-3 of the Securities and Exchange Commission or
successor rule or regulation. "Officer" for the purposes of this subsection
shall mean only officers who are subject to the Act.

        5.4 Effect on Related Stock Option. The number of shares with respect to
which Stock Appreciation Rights are exercised (rather than the number of shares
issued by the Company upon such exercise) shall be deemed for the purpose of
Section 3.3 to have been issued under an Option granted pursuant to this
Restated Plan and shall not thereafter be available for the granting of further
Options under this Restated Plan.

                                   ARTICLE VI
                        RESTRICTED AND UNRESTRICTED STOCK

        6.1 Grants of Restricted Stock to Employees. The Committee from time to
time may award Restricted Stock to any Employee eligible to receive Benefits
under this Restated Plan. Each Employee who is awarded Restricted Stock shall
enter into a Restricted Stock Agreement with the Company in a form specified by
the Committee agreeing to the terms and conditions of the award and such other
matters consistent with this Restated Plan as the Committee in its sole
discretion shall determine. Such conditions may include, but shall not be
limited to, the deferral of a percentage of the Employee's annual cash
compensation, not including dividends paid on Restricted Stock, if any, to be
applied toward the purchase of Restricted Stock upon such terms and conditions,
including such discounts or forfeitures of compensation deferrals, as may be set
forth in the Restricted Stock Agreement.

        Restricted Stock awarded to Employees may not be sold, transferred,
pledged or otherwise encumbered during a Restriction Period commencing on the
date of the award and ending at such later date or dates as the Committee may
designate at the time of the award. The Employee shall have the entire
beneficial ownership and most of the rights and privileges of a shareholder with
respect to Restricted Stock awarded to him, including the right to receive
dividends and the right to vote such Restricted Stock.

        If an Employee ceases to be employed by the Company prior to the
expiration of the Restriction Period, he shall forfeit all of his Restricted
Stock with respect to which the Restriction Period has not yet expired;
provided, however, the Restricted Stock Agreements, at the discretion of the
Committee and pursuant to such terms and conditions as it may impose, may
provide: (1) that if such Employee's employment terminates for any reason other
than conduct that in the judgment of the Committee involves dishonesty or action
by the Employee that is detrimental to the best interests of the Company, the
Restricted Stock shall not be forfeited; (2) that if such Employee's employment
terminates on account of total and permanent disability, the Employee shall not
forfeit his Restricted Stock; or (3) that if such Employee dies while employed
by the Company, his Restricted Stock is not forfeited.

        Subject to Section 7.10 of this Restated Plan, each Employee who is
awarded Restricted Stock may, but need not, be issued a stock certificate in
respect of such shares of Restricted Stock. Each certificate registered in the
name of an Employee, if any, shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such award as specifically set
forth in the Restricted Stock Agreement.

        The Committee shall require that any stock certificate issued in the
name of an Employee evidencing shares of Restricted Stock be held in the custody
of the Company until the expiration of the Restriction Period applicable to such
Restricted Stock and that, as a condition of such issuance of a certificate for
Restricted Stock, the Employee shall have delivered a stock power, endorsed in
blank, relating to the shares covered by such certificate. In no event shall the
Restriction Period end prior to the payment by the Employee to the Company of
the amount of any federal, state or local income or employment tax withholding
that may be required with respect to the Restricted Stock.

        If any change is made in the Common Stock by reason of any merger,
consolidation, reorganization, recapitalization, stock dividend, split up,
combination of shares, exchange of shares, change in corporate structure, or
otherwise, any shares received by an Employee with respect to Restricted Stock
shall be subject to the same restrictions applicable to such Restricted Stock
and the certificates representing such shares shall be deposited with the
Company.

        6.2 Issuance of Restricted Stock to Outside Directors. During the term
of the Restated Plan, and subject to the availability of shares of Common Stock
pursuant to Section 3.3 hereof, each member of the Board of Directors of
Interstate/Johnson Lane, Inc. who is not an employee of the Company (an "Outside
Director") shall receive shares of Restricted Stock under the Restated Plan in
lieu of the annual cash retainer that would otherwise be payable to such Outside
Director in consideration of his service as a director of Interstate/Johnson
Lane, Inc. On the date on which any such retainer would have been payable, the
director shall receive shares of Restricted Stock equal in number to the amount
of such retainer divided by the closing price of the Common Stock on such date.
Such shares of Restricted Stock shall not be sold, transferred, pledged,
assigned or in any manner disposed of for or during the six month period
following the date such shares of Restricted Stock are issued and any director
who is issued shares of Restricted Stock shall not be entitled to delivery of
stock certificates representing such shares until the expiration of such six
month Restriction Period. Such shares of Restricted Stock shall also be subject
to the terms and conditions generally applicable to Restricted Stock as outlined
in Section 6.1 above, except that there shall be no forfeiture of shares in the
event of termination of an Outside Director's service as a member of the Board.
Each Outside Director who is issued Restricted Stock pursuant to this Section
6.2 shall enter into a Restricted Stock Agreement with the Company confirming
the terms and conditions of such issuance as stated herein.

        6.3 Grants of Unrestricted Stock to Employees. The Committee from time
to time may award Unrestricted Stock to any Employee eligible to receive
Benefits under this Restated Plan. Each Employee who is awarded Unrestricted
Stock shall enter into an Unrestricted Stock Agreement with the Company in a
form specified by the Committee agreeing to the terms and conditions of the
award and such other matters consistent with this Restated Plan as the Committee
in its sole discretion shall determine. Such conditions may include, but shall
not be limited to, the deferral of a percentage of the Employee's annual cash
compensation, not including dividends paid on the Unrestricted Stock, if any, to
be applied toward the purchase of Unrestricted Stock upon such terms and
conditions, including such discounts or forfeitures of compensation deferrals,
as may be set forth in the Unrestricted Stock Agreement.

        Upon the issuance of Unrestricted Stock to an Employee hereunder, the
Employee shall have the entire beneficial ownership and all the rights and
privileges of a shareholder with respect to the Unrestricted Stock awarded to
him or her, including the right to receive dividends and the right to vote such
Unrestricted Stock.

        Subject to Section 7.10 of this Restated Plan, each Employee who is
awarded Unrestricted Stock may, but need not, be issued a stock certificate in
respect of such shares of Unrestricted Stock.

                                  ARTICLE VII
                                 MISCELLANEOUS

        7.1 Withholding Taxes. An Employee granted an Option, Restricted Stock,
Unrestricted Stock or Stock Appreciation Rights under this Restated Plan shall
be conclusively deemed to have authorized the Company to withhold from the
salary, commissions or other compensation of such Employee funds in amounts
equal to the federal, state and local income, employment or other withholding
taxes applicable to the income recognized by such Employee and attributable to
the Options, Option Shares, Restricted Stock, Unrestricted Stock or Stock
Appreciation Rights acquired pursuant to this Restated Plan at the time as may
be required by law; provided, however, that in lieu of the withholding of
federal, state and local taxes as herein provided, the Company may require that
the Employee (or other person exercising such Option or Stock Appreciation
Rights, or holding such Restricted Stock or Unrestricted Stock) pay the Company
an amount equal to the federal, state and local withholding taxes on such income
at the time such withholding is required or such other time as shall be
satisfactory to the Company.

        7.2 Amendment, Modification, Suspension or Discontinuance of Restated
Plan. The Board may from time to time alter, amend, suspend or discontinue this
Restated Plan or revise it in any respect whatsoever for the purpose of
maintaining or improving the effectiveness of this Restated Plan as an incentive
device, or conforming this Restated Plan to applicable governmental regulations
or to any change in applicable law or regulations, or for any other purpose
permitted by law; provided, however that no such action by the Board shall
adversely affect any Benefit theretofore granted under this Restated Plan
without the consent of the holder so affected; and provided further that, to the
extent necessary to comply with the rules and regulations of any stock exchange
upon which the Common Stock is listed, the Board may not increase the number of
shares of Common Stock authorized under Section 3.3 of this Restated Plan
without the approval of the shareholders of Interstate/Johnson Lane, Inc.
Anything herein to the contrary notwithstanding, the provisions of Section 6.2
hereof shall not, directly or indirectly, be amended more than once ever six
months other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended from time to time, or the rules
thereunder.
<PAGE>

        7.3 Governing Law. This Restated Plan and all rights and obligations
hereunder shall be construed in accordance with and governed by the laws of the
State of North Carolina.

        7.4 Designation. This Restated Plan may be referred to in other
documents and instruments as the "Interstate/Johnson Lane, Inc. Restated Stock
Award Plan."

        7.5 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the 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 this
Restated Plan or any Benefit granted thereunder, and against all amounts paid by
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
judgment 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
Committee 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 Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.

        7.6 Reservation of Shares. The Company during the term of this Restated
Plan, shall at all times reserve and keep available, and will seek or obtain
from any regulatory body having jurisdiction any requisite authority in order to
issue such number of shares of its Common Stock as shall be sufficient to
satisfy the requirements of this Restated Plan. Inability of the Company to
obtain from any regulatory body having jurisdiction, the authority deemed by the
Company's counsel to be necessary to the lawful issuance of any shares of its
Common Stock hereunder shall relieve the Company of any liability in respect of
the nonissuance or sale of such stock as to which such requisite authority shall
not have been obtained.

        7.7 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.

        7.8 No Obligation to Exercise. The granting of an Option shall impose no
obligation upon the optionee to exercise that Option.

        7.9 Approval of Shareholders. No Benefit shall be granted pursuant to
this Restated Plan unless and until this Restated Plan has been approved, to the
extent such approval is required by law or by any self-regulatory organization,
by the shareholders of the Company.
<PAGE>

        7.10 Uncertificated Shares. Each Employee who exercises an Option to
acquire Common Stock or any person who is awarded Restricted Stock may, but need
not, be issued a stock certificate in respect of the Common Stock so acquired. A
"book entry" (i.e., a computerized or manual entry) shall be made in the records
of the Company to evidence the issuance of shares of Common Stock where no
physical certificate is issued. Such Company records, absent manifest error,
shall be binding on all parties. In all instances where the date of issuance of
shares may be deemed significant but no certificate is issued in accordance with
this Section 7.10, the date of the book entry shall be the relevant date for
such purposes.




<PAGE>

                          INTERSTATE/JOHNSON LANE, INC.

                        1999 Declaration of Amendment to
                          Interstate/Johnson Lane, Inc.
                            Restated Stock Award Plan


        THIS DECLARATION OF AMENDMENT, made effective this 31st day of March,
1999, by INTERSTATE/JOHNSON LANE, INC., a Delaware corporation (the
"Corporation"), to the Interstate/Johnson Lane, Inc. Restated Stock Award Plan
(the "Plan").

                                R E C I T A L S:

        WHEREAS, the Plan provides for the grant of options, stock appreciation
rights, restricted stock and unrestricted stock to selected employees and
outside directors of Interstate/Johnson Lane, Inc. ("IJL") and its subsidiaries;
and

        WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of October 27, 1998 by and between IJL and Wachovia
Corporation ("Wachovia"), IJL will merge into Wachovia, with Wachovia as the
surviving corporation; and

        WHEREAS, pursuant to Section 6.13(b) of the Merger Agreement, as of the
effective time of the merger (the "Merger"), each outstanding option to purchase
shares of IJL common stock under the Plan, whether vested or unvested, will be
converted into an option to acquire shares of the common stock of Wachovia (the
"Wachovia Common Stock"); and

        WHEREAS, Section 4.1(e) of the plan currently provides that, in the
event of a merger in which IJL is not the surviving corporation, each
outstanding option will terminate prior to the merger and, further, that each
outstanding option will become exercisable in full prior to such termination;
and

        WHEREAS, in accordance with the terms of the Merger Agreement, IJL
desires to provide for the continuance of outstanding options in the form of
replacement options for Wachovia Common Stock; and

        WHEREAS, pursuant to Section 7.2 of the Plan, the Board may alter,
amend, suspend or discontinue the Plan, subject to the terms of the Plan; and

        NOW, THEREFORE, IT IS DECLARED, that, effective as of the date hereof,
the Plan shall be amended as follows:



<PAGE>



        1. The second sentence of the second paragraph of Section 4.1(e) of the
Plan ("Recapitalization; Reorganization") shall be deleted and the following
sentence shall be inserted in lieu thereof:

                      "In the event of a dissolution, liquidation or
               consolidation of the Company or a merger in which the Company is
               not the surviving corporation (other than a merger effected for
               the purpose of changing the Company's domicile), each outstanding
               Option shall become immediately exercisable in full, without
               regard to any installment provision contained in the respective
               optionee's Option Agreement."

        IN WITNESS WHEREOF, this Declaration of Amendment is executed on behalf
of Interstate/Johnson Lane, Inc. as of the day and year first above written.


                                            INTERSTATE/JOHNSON LANE, INC.


                                            By:  /s/ James H. Morgan
                                            ------------------------------------
                                                Chief Executive Officer


ATTEST:


/s/ Jennie M. Raine
- ----------------------------
[Asst.] Secretary

[Corporate Seal]

                                        2

<PAGE>



                              WACHOVIA CORPORATION

                        1999 Declaration of Amendment to
                          Interstate/Johnson Lane, Inc.
                            Restated Stock Award Plan


        THIS DECLARATION OF AMENDMENT, made effective this 1st day of April,
1999, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"),
to the Interstate/Johnson Lane, Inc. Restated Stock Award Plan (the "Plan").

                                R E C I T A L S:

        WHEREAS, the Plan provides for the grant of options, stock appreciation
rights, restricted stock and unrestricted stock to selected employees and
outside directors of Interstate/Johnson Lane, Inc. ("IJL") and its subsidiaries;
and

        WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of October 27, 1998 by and between the Corporation and IJL,
IJL will merge into the Corporation, with the Corporation as the surviving
corporation; and

        WHEREAS, pursuant to Section 6.13(b) of the Merger Agreement, as of the
effective time of the merger (the "Merger"), each outstanding option to purchase
shares of IJL common stock under the Plan, whether vested or unvested, will be
converted into an option to acquire shares of the common stock of the
Corporation (the "Common Stock"); and

        WHEREAS, pursuant to Section 6.13(c) of the Merger Agreement, as of the
effective time of the Merger, certain outstanding shares of restricted stock of
IJL ("Restricted IJL Stock") and rights to acquire shares of Restricted IJL
Stock or shares of IJL common stock will be converted into shares or rights to
acquire shares of Common Stock of the Corporation; and

        WHEREAS, pursuant to Section 7.2 of the Plan, the Board may alter,
amend, suspend or discontinue the Plan, subject to the terms of 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 awards under the Plan and make certain
amendments to the Plan in order to facilitate plan administration;

               NOW, THEREFORE, IT IS DECLARED, that, effective immediately
following the effective time of the Merger, the Plan shall be amended as
follows:

<PAGE>


        1. References in the Plan to the "Company," including but in no way
limited to the definition of the term contained in Section 1.3(g), shall
hereafter be deemed to be references to Wachovia Corporation. Notwithstanding
the foregoing, for purposes of determining eligibility to participate in the
Plan (including but not limited to the provisions of Article III), the term
"Company" shall refer to Interstate/Johnson Lane, Inc. or its subsidiary or
successor corporations.

        2. All references to the term "Common Stock," including but not limited
to the definition of such term contained in Section 1.3(f), 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 1.3(e), 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 sentence of Section 3.3 shall be deleted and the following
sentence shall be inserted in lieu thereof:

                      "Such shares shall be authorized and unissued shares of
               Common Stock."

        5. The provisions of Section 6.2 ("Issuance of Restricted Stock to
Outside Directors"), which permit outside directors of IJL to receive shares of
restricted stock under the Plan in lieu of annual cash retainers, shall no
longer apply.

        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/ William M. Watson, Jr.
- ------------------------------
Secretary

[Corporate Seal]


                                        2






                                                                    EXHIBIT 99.2
                          INTERSTATE/JOHNSON LANE, INC.
                            LONG-TERM INCENTIVE PLAN

                             AS AMENDED AND RESTATED
                           EFFECTIVE OCTOBER 21, 1997



        This document amends and restates the terms and conditions of the
Interstate/Johnson Lane, Inc., Long -Term Incentive Plan adopted July 16, 1996,
retroactive to October 1, 1995, and shall be referred to as the
"Interstate/Johnson Lane, Inc. Long -Term Incentive Plan as Amended and Restated
Effective October 21, 1997" (the "PLAN").

1.  Purpose. The purpose of the Plan is to reward and retain certain senior
    executives of Interstate/Johnson Lane, Inc. (the "CORPORATION"), and its
    subsidiaries who are largely responsible for the Corporation's growth and
    financial success and to increase those persons' proprietary interest in the
    Corporation, giving them a greater opportunity to share in the Corporation's
    future success through the ownership of shares of the Corporation's common
    stock.

2.  Administration. The Plan shall be administered by the Compensation and Plans
    Committee (the "COMMITTEE") of the Corporation's Board of Directors (the
    "BOARD"). A majority of the entire Committee shall constitute a quorum and
    the action of a majority of the members present at any meeting at which a
    quorum is present shall be deemed the action of the Committee. In addition,
    any decision or determination reduced to writing and signed by all of the
    members of the Committee shall be as effective as if it had been made by a
    majority vote at a meeting duly called and held. Subject to the provisions
    of the Plan, to the provisions of the Corporation's by-laws, and to any
    terms and conditions prescribed by the Board, the Committee may make such
    rules and regulations for the conduct of its business as it shall deem
    advisable. The Committee shall hold meetings at such times and places as it
    may determine. The interpretation and construction by the Committee of any
    provisions of the Plan, with respect to grants and awards to employees
    hereunder, or of any benefit granted under it shall be final unless
    otherwise determined by the Board.

3.  Eligible Persons. Up to fifteen senior executives of the Corporation and its
    subsidiaries, including the Chief Executive Officer of the Corporation,
    shall be eligible to receive grants under the Plan. Those persons (the
    "RECIPIENTS") shall be designated by the Committee prior to September 30,
    1998 and the number of shares of the Corporation's common stock granted to
    each of them shall be determined by the Committee not later than sixty(60)
    days following the Corporation's fiscal year ending September 30, 1998. In
    making such designations and grants, the Committee shall take into account
    such factors as the Committee, in its sole discretion, shall deem
    appropriate, including, among other things, recommendations of the Chief
    Executive Officer of the Corporation regarding grants to persons other than
    himself. The Committee in its sole discretion may include among the
    Recipients otherwise eligible executives (or the estate, beneficiary or
    legal representative of any such executive) who die or become disabled prior
    to September 30, 1998.


                                       1
<PAGE>

4.  Grants. All grants to Recipients shall be made in the form of shares of the
    Corporation's treasury common stock and, except as provided in Section 7,
    all such shares shall be unrestricted. No grant to any one individual shall
    be more than the lesser of 50% of the total number of shares granted, or
    325,000 shares.

5.  Number of Shares of Stock to be Granted. The total number of shares to be
    granted by the Committee shall be based on the Corporation's consolidated
    aggregate earnings per share ("EPS") over the October 1, 1995, through
    September 30, 1998, period (the "MEASUREMENT PERIOD") in accordance with the
    following schedule without interpolation:

        Aggregate Primary EPS                      Shares to
        for the Measurement Period                 be Granted
               $3.51                                      100,000
               $3.84                                      150,000
               $4.20                                      200,000
               $4.56                                      250,000
               $4.89                                      300,000
               $5.25                                      350,000
               $5.61                                      450,000
               $5.94                                      550,000
               $6.30                                      650,000

Aggregate Primary EPS over the Measurement Period shall be determined in
    accordance with generally accepted accounting principles applied on a
    consistent basis ("GAAP"), provided that the expense accruals required under
    GAAP during the Measurement Period for the potential shares issuable under
    the Plan shall not be considered in calculating the aggregate EPS which will
    determine the total number of shares to be granted under the Plan.

6.  Cash Election. At the time of any initial grant of unrestricted shares, each
    Recipient shall have the opportunity to elect in writing, on a form provided
    by the Committee, to receive up to fifty percent (50%) of the grant of
    unrestricted shares in cash in lieu of shares. For the purpose of the cash
    election, the shares shall be valued at the average New York Stock Exchange
    ("NYSE") closing price for the Corporation's common stock during the last
    ten trading days in September 1998. Each Recipient shall have until the
    later of (a) October 31, 1998, or (b) thirty (30) days from the date he
    receives notice of his grant to make the election to receive cash in lieu of
    shares. For the purpose of any cash election made by a Recipient pursuant to
    Section 8(a) or 8(b), the shares shall be valued at the average NYSE closing
    price of the Corporation's common stock for the ten trading days immediately
    preceding the date of the notice of grant by the Committee.

                                       2
<PAGE>

7.  Restricted Shares. (a) Designation. If, during the Measurement Period, the
    Company determines that, upon application of GAAP, the prospective grants of
    unrestricted shares as of the end of the Measurement Period will require a
    pre-tax charge for any fiscal quarter in excess of twelve percent (12%) of
    the pretax profits before such charge, the Committee and management may
    reduce those charges to a level deemed appropriate to the Committee, but not
    below twelve percent (12%), by designating an appropriate number of the
    shares that may be granted under the Plan as restricted, rather than
    unrestricted, shares. The number of restricted shares so calculated shall be
    allocated on a pro rata basis among the Recipients by the Committee at the
    time grants are made by the Committee.

        (b) Restrictions. The grant agreement pertaining to restricted shares
    granted to a Recipient shall provide that, except as provided in this
    Section hereafter, the shares shall be forfeited if the Recipient is not
    employed by the Corporation or a subsidiary thereof for the duration of the
    period ending September 30, 2001. No grant of restricted shares shall be
    effective until the Recipient thereof has acknowledged in writing, in a
    grant agreement form provided by the Committee for that purpose, his
    understanding and acceptance of the terms and conditions of that grant.

        (c) Special Circumstances. The restricted shares shall not be forfeited
    to the Corporation in these cases:

               (i) DEATH OR DISABILITY. If the Recipient dies or becomes
    disabled prior to September 30, 2001, the restricted shares shall become
    unrestricted shares and certificates therefor shall be delivered to the
    Recipient's beneficiary or to the Recipient or his legal representative, as
    the case may be. A Recipient's beneficiary or beneficiaries shall be the
    person or persons or trust designated by the Recipient on a form provided
    for that purpose by the Committee and delivered to and accepted by the
    Committee or, in the absence of a valid designation or if the designated
    beneficiary does not survive the Recipient, the Recipient's estate. A
    Recipient shall be deemed "disabled" for this purpose if the Recipient has
    been determined as eligible for disability payments under the terms of the
    Corporation's long-term disability plan applicable to that Recipient.

               (ii) RETIREMENT. A Recipient retires (regardless of his age) by
    terminating his employment with the Corporation and its subsidiaries and by
    not becoming employed in the securities or investment advisory industry for
    one year thereafter. The Committee shall determine if a Recipient has
    retired and, if the Committee so determines, the shares shall be issuable
    thereafter to the Recipient as unrestricted shares only if the Recipient
    does not, within the period of one year following the date he leaves the
    employ of the Corporation and its subsidiaries (or, if the Recipient retires
    after September 30, 2000, within the period ending September 30, 2001),
    become employed in the securities or investment advisory industry. If the
    Recipient becomes employed in the securities or investment advisory industry
    within that period, his shares shall be permanently forfeited.


                                       3
<PAGE>

               (iii) OTHER TERMINATION OF EMPLOYMENT. If the Recipient leaves
    employment with the Corporation and its subsidiaries for a reason other than
    death, disability, or retirement prior to September 30, 2001, his restricted
    shares shall be forfeited to the Corporation unless the Committee, in its
    sole discretion, elects to waive the forfeiture as to all or any portion of
    those shares.

        (d) No Cash Election. A Recipient shall have no cash election with
    respect to shares originally issued as restricted shares hereunder.

        (e) Holding of Certificates; Dividends and Voting Rights. Restricted
    shares shall be held by the Corporation and certificates therefore shall not
    be delivered to the Recipient until such time as the shares become
    unrestricted. While the shares are held by the Corporation, the Recipient
    shall have voting rights with respect to those shares and shall be entitled
    to receive any cash dividends payable thereon or other distributions by the
    Corporation with respect to such shares.

8.  Change in Control. (a) Prior to September 30, 1998. In the event a Change in
    Control occurs prior to September 30, 1998, the number of shares to be
    granted hereunder by the Committee shall be determined using an aggregate
    Primary EPS determined by the following proration formula: 36 X the actual
    Primary EPS through the end of the most recent full month prior to the
    Change in Control / The number of months from and including 10-1-95 through
    the most recent full month prior to the Change in Control. For purposes of
    this paragraph, the timing of the Change in Control shall be deemed to be
    the earlier of the actual acquisition of shares resulting in the Change, or
    the date of the vote of the Corporation's Board of Directors approving the
    Change in Control transaction(s), if applicable. The number of shares so
    determined, if the Committee has not yet designated Recipients and allocated
    shares among them, shall be granted to such Recipients in such allocation of
    shares as the Committee shall determine in its discretion as described in
    Section 3. All of the shares so granted by the Committee shall be issued as
    unrestricted shares, and fifty percent (50%) of the shares granted to each
    Recipient shall be eligible for the cash election provided for in Section 6,
    which must be made by each Recipient within 30 days following receipt of
    notice of the grant.

        (b) After September 30, 1998. In the event a Change in Control occurs
    after September 30, 1998, but prior to a determination by the Committee of
    the Recipients and the grants thereto, the Committee shall designate the
    Recipients and the number of shares to be granted to each Recipient as
    described in Section 3. All of the shares shall be issued as unrestricted
    shares, and fifty percent (50%) of the shares granted shall be eligible for
    the cash election provided for in Section 6, which must be made by each
    Recipient within 30 days following receipt of notice of the grant. If a
    Change in Control occurs after September 30, 1998, and after the grant of
    shares to Recipients as restricted shares, all restricted shares shall be
    delivered to the Recipients thereof as unrestricted shares.


                                       4
<PAGE>

        (c) Change in Control. "CHANGE IN CONTROL" is defined as follows:

               (i) The acquisition by any individual, entity or group (within
    the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
    of 1934, as amended (the "EXCHANGE ACT")) (a "PERSON") of beneficial
    ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
    Act) of 25% or more of either (x) the then outstanding shares of common
    stock of the Corporation (the "OUTSTANDING CORPORATION COMMON STOCK") or (y)
    the combined voting power of the then outstanding voting securities of the
    Corporation entitled to vote generally in the election of directors (the
    "OUTSTANDING CORPORATION VOTING SECURITIES"); provided, however, that the
    following acquisitions shall not constitute a Change in Control: (A) any
    acquisition directly from the Corporation (excluding an acquisition by
    virtue of the exercise of a conversion privilege), (B) any acquisition by
    the Corporation, (C) any acquisition by an employee benefit plan (or related
    trust) sponsored or maintained by the Corporation or any corporation
    controlled by the Corporation or (D) any acquisition by any corporation
    pursuant to a reorganization, merger or consolidation, if, following such
    reorganization, merger or consolidation, the conditions described in clauses
    (A), (B) and (C) of subsection (ii) of this Section are satisfied; or

               (ii) Approval by the shareholders of the Corporation of a
    reorganization, merger or consolidation, in each case, unless following such
    reorganization, merger or consolidation, (A) more than 60% of, respectively,
    the then outstanding shares of common stock of the corporation resulting
    from such reorganization, merger or consolidation and the combined voting
    power of the then outstanding voting securities of such corporation entitled
    to vote generally in the election of directors is then beneficially owned,
    directly or indirectly, by all or substantially all of the individuals and
    entities who were the beneficial owners, respectively, of the Outstanding
    Corporation Common Stock, and Outstanding Corporation Voting Securities
    immediately prior to such reorganization, merger or consolidation in
    substantially the same proportions as their ownership, immediately prior to
    such reorganization, merger or consolidation, of the Outstanding Corporation
    Common Stock and Outstanding Corporation Voting Securities, as the case may
    be, (B) no Person (excluding the Corporation, any employee benefit plan (or
    related trust) of the Corporation or such corporation resulting from such
    reorganization, merger or consolidation and any person beneficially owning,
    immediately prior to such reorganization, merger or consolidation, directly
    or indirectly, 25% or more of the Outstanding Corporation Common Stock or
    Outstanding Corporation Voting Securities, as the case may be) beneficially
    owns, directly or indirectly, 25% or more of, respectively, the then
    outstanding shares of common stock of the corporation resulting from such
    reorganization, merger or consolidation or the combined voting power of the
    then outstanding voting securities of such corporation entitled to vote
    generally in the election of directors, and (C) at least a majority of the
    members of the board of directors of the corporation resulting from such
    reorganization, merger or consolidation were members of the Board at the
    time of the execution of the initial agreement providing for such
    reorganization, merger or consolidation; or


                                       5
<PAGE>

               (iii) Approval by the shareholders of the Corporation of (x) a
    complete liquidation or dissolution of the Corporation or (y) the sale or
    other disposition of all or substantially all of the assets of the
    Corporation, other than to a corporation, with respect to which following
    such sale or other disposition, (A) more than 60% of, respectively, the then
    outstanding shares of common stock of such corporation and the combined
    voting power of the then outstanding voting securities of such corporation
    entitled to vote generally in the election of directors is then beneficially
    owned, directly or indirectly, by all or substantially all of the
    individuals and entities who were the beneficial owners, respectively, of
    the Outstanding Corporation Common Stock and Outstanding Corporation Voting
    Securities immediately prior to such sale or other disposition in
    substantially the same proportion as their ownership, immediately prior to
    such sale or other disposition, of the Outstanding Corporation Common Stock
    and Outstanding Corporation Voting Securities, as the case may be, (B) no
    Person (excluding the Corporation and any employee benefit plan (or related
    trust) of the Corporation or such corporation and any Person beneficially
    owning, immediately prior to such sale or other disposition, directly or
    indirectly, 25% or more of the Outstanding Corporation Common Stock or
    Outstanding Corporation Voting Securities, as the case may be) beneficially
    owns, directly or indirectly, 25% or more of, respectively, the then
    outstanding shares of common stock of such corporation and the combined
    voting power of the then outstanding voting securities of such corporation
    entitled to vote generally in the election of directors and (C) at least a
    majority of the members of the board of directors of such corporation were
    members of the Board at the time of the execution of the initial agreement
    or action of the Board providing for such sale or other disposition of
    assets of the Corporation.

9.  Miscellaneous. (a) Taxes. The Corporation shall be entitled to withhold from
    a Recipient's salary, commissions, cash election payments or other
    compensation (or secure payment from the Recipient in lieu of withholding)
    the amount of any withholding or other tax required by law to be withheld or
    paid by the Corporation with respect to any stock issuable under the Plan,
    or with respect to any income recognized upon the lapse of restrictions
    applicable to restricted shares, and the Corporation may defer issuance of
    stock hereunder until and unless indemnified to its satisfaction against any
    liability for any such tax. The amount of such withholding or tax payment
    shall be determined by the Committee or its delegate and shall be payable by
    the Recipient at such time as the Committee determines. The Committee may
    prescribe one or more methods by which the Recipient will be permitted to
    satisfy his withholding obligation, which methods may include, without
    limitation, the payment of cash by the Recipient to the Corporation, and the
    delivery or withholding, at the appropriate time, of shares of stock
    otherwise held or issuable to the Recipient in a number sufficient, based
    upon the fair market value of such stock, to satisfy such tax withholding
    requirements. The Committee shall be authorized, in its sole discretion, to
    establish such rules and procedures relating to any such withholding methods
    as it deems necessary or appropriate, including, without limitation, rules
    and procedures relating to elections by Recipients who are subject to the
    provisions of Section 16 of the Exchange Act to have stock withheld to meet
    such tax withholding obligations.


                                       6
<PAGE>

               (b) Loans. The Committee, in its discretion, may authorize the
lending of funds by the Corporation to any Recipient solely for the purpose of
paying federal and state income taxes associated with unrestricted or restricted
shares issued to Recipients under the Plan, including federal and state income
tax obligations resulting from an election by a Recipient under Section 83(b) of
the Internal Revenue Code. Any such loans shall be made on terms respecting
amortization, maturity, interest rate and collateral (which may include shares
of the Corporation's common stock) as the Committee, in its discretion, may
determine, and may be fully or partially nonrecourse to the borrower during all,
none or any portion of the term of any loan authorized by the Committee. Any
loans authorized by the Committee shall be documented with such agreements and
instruments as the Committee shall determine to be prudent and in the best
interests of the Corporation.

               (c) Amendment and Termination. The Committee or the Board may at
any time terminate, suspend, or amend the Plan or the terms and conditions of
any restricted stock grant agreement; provided, however, that no such action
shall deprive any Recipient of any benefits to which he would have been entitled
under the Plan on the day prior to the date such action was taken, unless agreed
to by the Recipient or unless such action is required to comport with changes in
the Internal Revenue Code of 1986 ("INTERNAL REVENUE CODE"), as amended, Title I
of the Employee Retirement Income Securities Act of 1974 ("ERISA"), as amended,
or rules thereunder.

               (d) Nonassignability. No right to receive shares or right to
receive cash payments hereunder shall be assignable or transferable by a
Recipient other than by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Internal Revenue Code
or ERISA. The designation of a beneficiary by a Recipient pursuant to Section
7(c)(i) does not constitute a transfer.

               (e) No Right to Grant; No Right to Employment. No employee or
other person shall have any claim of right to participate in or to receive a
grant under the Plan. Neither the Plan nor any action taken hereunder shall be
construed as giving any employee any right to be retained in the employ of the
Corporation.

                                       7
<PAGE>

               (f) Grants Not Includable for Benefit Purposes. Income recognized
by a Recipient pursuant to the provisions of the Plan shall not be included in
the determination of benefits under any employee pension benefit plan (as such
term is defined in Section 3(2) of ERISA) or group insurance or other benefit
plans applicable to the Recipient which are maintained by the Corporation,
except as may be provided under the terms of such plans or determined by
resolution of the Board.

               (g) Governing Law. The Plan and all determinations made and
actions taken pursuant to the Plan shall be governed by the laws of the State of
North Carolina other than the choice or conflict of laws provisions of such
laws, and shall be construed in accordance therewith.

               (h) Securities Law Compliance. Certificates representing shares
issued under the Plan may bear such legends and statements as the Committee
shall deem appropriate or advisable to assure, among other things, compliance
with applicable securities laws, rules and regulations.

               (i) Reservation of Shares. The Corporation during the term of the
Plan shall reserve and keep available among its treasury shares, and will seek
or obtain from any regulatory body having jurisdiction any requisite authority
in order to issue such number of shares of its common stock as shall be
sufficient to satisfy this Restated Plan. If the Corporation is unable to obtain
any authority necessary for lawful issuance of any shares hereunder, the
Corporation will be relieved of any liability in respect of the nonissuance or
sale of such stock as to which such authority has not been obtained.

               (j) Uncertificated Shares. Any restricted shares granted
hereunder may, but need not, be evidenced by a stock certificate in respect of
the shares awarded. A "book entry" (i.e., a computerized or manual entry) may be
made in the records of the Corporation to evidence the issuance of unrestricted
shares where no physical certificate is issued. The Corporation's records,
absent manifest error, shall be binding on all parties.

               (k) Adjustments for Certain Changes in Capitalization. If the
Corporation at any time increases or decreases the number of its outstanding
shares of common stock or changes in any way the rights and privileges of such
shares by means of the payment of a stock dividend or any other distribution
upon such shares payable in common stock, or through a stock split, subdivision,
consolidation, combination, reclassification, or recapitalization involving the
common stock, then the numbers, rights, and privileges of the shares issuable
hereunder shall be increased, decreased, or changed in like manner as if such
shares had been issued and outstanding, fully paid, and nonassessable at the
time of such occurrence.

               (l) Indemnification of Committee. In addition to such other
rights of indemnification as they may have as directors or as members of the
Committee, the members of the Committee shall be indemnified by the Corporation
against 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 benefit granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Corporation) or paid by them in
satisfaction of a judgment 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 Committee 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 Committee member shall in writing offer
the Corporation the opportunity, at its own expense, to handle and defend the
same.

                                       8

<PAGE>



                              WACHOVIA CORPORATION

                        1999 DECLARATION OF AMENDMENT TO
                          INTERSTATE/JOHNSON LANE, INC.
                            LONG-TERM INCENTIVE PLAN


        THIS DECLARATION OF AMENDMENT, made effective this 1st day of April,
1999, by WACHOVIA CORPORATION, a North Carolina corporation (the "Corporation"),
to the Interstate/Johnson Lane, Inc. Long-Term Incentive Plan, as Amended and
Restated Effective October 21, 1997 (the "Plan").

                                R E C I T A L S:

        WHEREAS, the Plan provides for the grant of awards for restricted and
unrestricted shares of the common stock of Interstate/Johnson Lane, Inc.("IJL")
to certain selected senior executives of IJL; and

        WHEREAS, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of October 27, 1998 by and between the Corporation and IJL,
IJL will merge into the Corporation, with the Corporation as the surviving
corporation; and

        WHEREAS, pursuant to Section 6.13(c) of the Merger Agreement, as of the
effective time of the merger (the "Merger"), certain outstanding shares of
restricted stock of IJL ("Restricted IJL Stock") and rights to acquire shares of
Restricted IJL Stock or shares of IJL common stock ("IJL Common Stock"),
including rights granted under the Plan, will be converted into shares or rights
to acquire shares of Common Stock of the Corporation; and

        WHEREAS, pursuant to Section 9(c) of the Plan, the Board or the
Committee authorized to administer the Plan (the "Committee") may at any time
terminate, suspend or amend the Plan, subject to the terms of 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 awards under the Plan and make certain
amendments to the Plan in order to facilitate plan administration;

               NOW, THEREFORE, IT IS DECLARED, that, 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,
for purposes of determining eligibility for, and terms of, participation in the
Plan (including but not limited to the eligibility provisions contained in
Section 3), the term "Corporation" shall refer to Interstate/Johnson Lane, Inc.
or its subsidiary or successor corporations.
<PAGE>
        2. All references to the term "common stock" 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, 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 sentence of Section 4 shall be deleted and the following
sentence shall be inserted in lieu thereof:

                      "4. Grants. All grants to Recipients shall be made in the
               form of authorized and unissued shares of the Corporation's
               common stock, and, except as provided in Section 7, all such
               shares shall be unrestricted."

        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/ William M. Watson, Jr.
- -------------------------------
Secretary

[Corporate Seal]

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