AMENDED AND RESTATED AGREEMENT

 Exhibit 10(k)

                                           
          AMENDED AND RESTATED AGREEMENT

               AMENDED and RESTATED AGREEMENT, dated as of August 1, 1985,
          by and between FIRST UNION CORPORATION, a North Carolina
          corporation (hereinafter referred to as "Employer") and EDWARD E.
          CRUTCHFIELD, JR., an individual (hereinafter referred to as
          "Employee").

               IN CONSIDERATION OF the mutual covenants herein contained,
          and other good and valuable consideration, the parties hereto
          agree as follows:

               1.   Employment.

               (a)  Employer hereby agrees to employ Employee, and Employee
          agrees to serve as an employee of Employer and as an employee of
          one or more of its subsidiaries, during the Period of Employment,
          as defined in Section 2, in such executive capacity as is set
          forth herein.  During the Period of Employment, Employee also
          agrees to serve as a Director on the Board of Directors of
          Employer, as well as a member of any committee of the Board of
          Directors of the Employer to which Employee may be elected or
          appointed.  Effective as of the date hereof, Employee shall serve
          as Chairman of the Board of Directors and Chief Executive Officer
          of Employer.

               (b)  If at any time during the Period of Employment, the
          Board of Directors of Employer fails, without Employee's consent,
          to elect or re-elect Employee to the offices specified in
          paragraph (a) of this Section, or removes Employee from such
          offices, or if at any time during the Period of Employment,
          Employee shall fail to be vested by the Board of Directors of
          Employer with the power and authority of such offices or Employee
          shall lose any significant duties or responsibilities attending
          such offices, Employee shall have the right by written notice to
          Employer to terminate his services hereunder, effective as of the
          last day of the month of receipt of such notice, in which event
          the Period of Employment, as hereinafter defined, shall so
          terminate on such last day of the month; such termination under
          such circumstances shall be deemed pursuant to paragraph (a) of
          Section 6 hereof as a termination by Employer other than for
          Cause with all of the consequences which flow from such
          termination.

               2.   Period of Employment.

               The "Period of Employment" shall be the period commencing
          August 1, 1985 and ending on December 31, 1990 and the period of
          any extensions thereof in accordance with the further provisions
          of this Section.  The Period of Employment shall be extended
          automatically without further action by either party as of

          January 1, 1987 and each succeeding January 1, for the one-year
          period beginning on January 1, 1991 and each succeeding January 1
          thereafter, unless either party shall have served written notice
          in accordance with the provisions of Section 9 hereof upon the
          other party prior to November 1, 1986 or prior to December 31 of
          any succeeding year during the Period of Employment, as the case
          may be, of its or his intention that the Period of Employment
          under this Agreement shall terminate ten days after such notice
          is served.

               3.   Duties During the Period of Employment.

               Employee shall devote his full business time, attention and
          best efforts to the affairs of Employer and its subsidiaries
          during the Period of Employment; provided, however, that Employee
          may engage in other activities, such as activities involving
          charitable, educational, religious and similar types of
          organizations, speaking engagements, membership on the board of
          directors of other organizations, and similar type activities to
          the extent that such other activities do not prohibit the
          performance of his duties under this Agreement, or inhibit or
          conflict in any material way with the business of Employer and
          its subsidiaries.

               4.   Current Cash Compensation.

               (a)  Base Annual Salary.

               Employer will pay to Employee during the Period of
          Employment a base annual salary payable in substantially equal
          semi-monthly installments, at an annual rate at least equal to
          the aggregate annual base salary payable to Employee by Employer
          and any of its affiliated or subsidiary companies as of August 1,
          1985, during each calendar year, or portion thereof, of the
          Period of Employment; provided, however, it is agreed between the
          parties that the Employer shall review annually, and in light of
          such review may, in the discretion of the Board of Directors of
          Employer and in accordance with Employer's compensation
          procedures and guidelines, increase such base annual salary
          taking into account Employee's then responsibilities, increase in
          the cost of living, increases in compensation of other executives
          of Employer and its subsidiaries, increases in salaries of
          executives of other corporations, performance by Employee and
          Employer, or other pertinent factors.

               (b)  Bonus.

               During the Period of Employment, Employer, in its sole
          discretion, will award Employee an annual bonus based on his
          performance and other factors; provided, however, that while not
          being legally required to pay any bonus Employer agrees to take
          into account, in determining the amount of the annual bonus, the

          factors described in paragraph (a) of this Section.  The bonus in
          respect of any calendar year shall be paid on or before March 31
          of the succeeding calendar year.  An award made to Employee under
          Employer's Management Incentive Plan shall be considered to be a
          bonus for purposes of this paragraph.

               5.   Other Employee Benefits.

               (a)  Vacation and Sick Leave.

               Employee shall be entitled to reasonable paid annual
          vacation periods and to reasonable sick leave.

               (b)  Regular Reimbursed Business Expenses.

               Employer shall reimburse Employee for all expenses and
          disbursements reasonably incurred by Employee in the performance
          of his duties during the Period of Employment and such other
          facilities or services as Employer and Employee may, from time to
          time, agree are reimbursable.

               (c)  Employee's Benefit Plans or Arrangements.

               In addition to the cash compensation provided for in Section
          4 hereof, Employee, subject to meeting eligibility provisions and
          to the provisions of this Agreement, shall be entitled to
          participate in all employee benefit plans of Employer, as  in
          effect on August 1, 1985 or as they may be modified or added to
          by the Employer from time to time, including, without limitation,
          plans providing retirement benefits, medical insurance, life
          insurance, disability insurance, and accidental death or
          dismemberment insurance.

               (d)  Employer's Executive Compensation Plans.

               In addition to the cash compensation provided for in Section
          4 hereof and the employee benefits of Employer provided for in
          paragraph (c) of this Section, Employee, subject to meeting
          eligibility provisions and to the provisions of this Agreement,
          shall be entitled to participate in all executive compensation
          plans of Employer, as in effect on August 1, 1985 or as they may
          be modified or added to by the Employer from time to time,
          including, without limitation, management incentive plans,
          deferred compensation plans, supplemental retirement plans and
          stock option plans.

               (e)  Permanent Disability.

               If, during the Period of Employment, Employee shall become
          permanently disabled, Employer shall pay Employee (i) that amount
          payable to Employee under any long-term disability plan and
          supplements thereto maintained by Employer providing for

          disability benefits, and (ii) an annual amount equal to 15% of
          the average of Employee's base annual salary (pursuant to
          paragraph (a) of Section 4) and bonus (pursuant to paragraph (b)
          of Section 4) during the three calendar years immediately
          preceding the date Employee becomes disabled.  Amounts payable to
          Employee pursuant to this paragraph shall be paid in
          substantially equal monthly installments.

               For the purposes of this paragraph (e) and this Agreement,
          "permanently disabled" shall have the same meaning, be
          adjudicated, and impact or affect other Employer benefit plans as
          provided in such long-term disability plan maintained by Employer
          which provides disability benefits to employees.

               6.   Termination.

               (a)  Termination by Employer Other Than for Cause;
                    Certain Voluntary Termination.

               If Employer should terminate the Period of Employment for
          other than Cause, as herein defined, or if Employee should
          voluntarily terminate the Period of Employment pursuant to
          paragraph (b) of Section 1, Employer shall forthwith pay to
          Employee an amount equal to the sum of (a) the result of
          multiplying (i) the base annual salary payable to Employee
          pursuant to paragraph (a) of Section 4 as of the date of
          termination of the Period of Employment by (ii) the number of
          years (and fractions thereof) then remaining in the Period of
          Employment and (b) the result of multiplying (i) the average of
          the bonus payable to Employee pursuant to paragraph (b) of
          Section 4 or otherwise during the three calendar years
          immediately preceding the date of termination of the Period of
          Employment by (ii) the numbers of years (and fractions thereof)
          then remaining in the Period of Employment.

               "Cause" shall mean willful misconduct in following the
          legitimate directions of the Board of Directors of Employer;
          conviction of a felony or conviction for dishonesty; excessive
          absenteeism not related to illness, sick leave or vacations, but
          only after notice from the Board of Directors followed by a
          repetition of such excessive absenteeism; or continuous conflicts
          of interest after notice in writing from the Board of Directors.

               (b)  Termination by Employer for Cause.

               If Employer should terminate the Period of Employment for
          Cause, as herein defined, Employee will be entitled to be paid
          the base annual salary otherwise payable to Employee under
          paragraph (a) of Section 4 through the end of the month in which
          the Period of Employment is terminated.

               (c)  Termination by Employee.

               If during the Period of Employment, Employee shall terminate
          his employment other than in accordance with Paragraph (b) of
          Section 1, he will be entitled to be paid 66-2/3% the base annual
          salary otherwise payable to Employee under paragraph (a) of
          Section 4 for a period of two years following the termination of
          the Period of Employment.  Such payments shall cease if Employee
          engages in competition with Employer as specified in paragraph
          (a) of Section 7, whether or not with the written consent of the
          Board of Directors of Employer.

               7.   Non-Competition and Non-Disclosure.

               (a)  Without the consent in writing of the Board of
          Directors of Employer, upon termination of the Period of
          Employment for any reason whatsoever, Employee will not, for a
          period of two years thereafter, become an officer, employee,
          agent, partner, director or substantial stockholder of any
          commercial bank, savings bank or savings and loan association or
          holding company thereof operating a bank or savings and loan
          association in any of the states of North Carolina, Florida,
          Georgia, Alabama, Tennessee, Mississippi, Louisiana, South
          Carolina, Maryland or Virginia.

               (b)  Employee shall not, at any time during or following the
          Period of Employment, disclose, use, transfer or sell, except in
          the course of employment with Employer, any confidential
          information or proprietary data of Employer and its subsidiaries
          so long as such information or proprietary data remains
          confidential and has not been disclosed or is not otherwise in
          the public domain, except as required by law or pursuant to legal
          process.

               8.   Governing Law.

               This Agreement is governed by and is to be construed and
          enforced in accordance with the laws of the State of North
          Carolina.  If under such law, any portion of this Agreement is at
          any time deemed to be in conflict with any applicable statute,
          rule, regulation or ordinance, such portion shall be deemed to be
          modified or altered to conform thereto or, if that is not
          possible, to be omitted from this Agreement; and the invalidity
          of any such portion shall not affect the force, effect and
          validity of the remaining portion hereof.

               9.   Notices.

               All notices under this Agreement shall be in writing and
          shall be deemed effective when delivered in person (in the
          Employer's case, to its Secretary) or twenty-four (24) hours
          after deposit thereof in the U.S. mails, postage prepaid, for
          delivery as registered or certified mail -- addressed, in the

          case of Employee, to him at his residential address, and in the
          case of Employer, to its corporate headquarters, attention of the
          Secretary, or to such other address as Employee or Employer may
          designate in writing at any time or from time to time to the
          other party.  In lieu of notice by deposit in the U.S. mail, a
          party may give notice by telegram or telex.

               10.  Miscellaneous.

               This Agreement constitutes the entire understanding between
          Employer and Employee relating to employment of Employee by
          Employer and its subsidiaries and supersedes and cancels all
          prior written and oral agreements and understandings with respect
          to the subject matter of this Agreement.  This Agreement may be
          amended but only by a subsequent written agreement of the
          parties.  This Agreement shall be binding upon and shall inure to
          the benefit of Employee, his heirs, executors, administrators and
          beneficiaries, and shall be binding upon and inure to the benefit
          of Employer and its successors.

               11.  Gross Up Payment.

               (a) In the event that any payments under this Agreement, in
          combination with payments from any other plans or arrangements
          maintained by Employer, constitute "excess parachute payments"
          under Section 280G of the Internal Revenue Code (the "Code"), and
          as such are subject to excise tax under Section 4999 of the Code,
          Employer shall pay to Employee an additional amount (the "Gross
          Up Payment").  The Gross Up Payment shall be equal to the amount
          needed to ensure that the net payments retained by Employee equal
          the payments due under this Agreement before taking into account
          any Gross Up Payment.  The net payments retained by Employee
          shall be equal to the total payments made under this Agreement
          reduced by the amount of any excise tax under Section 4999 of the
          Code and any federal, state and local income tax on the Gross Up
          Payment.  An example of the foregoing is set forth on Exhibit A
          attached hereto.

               (b)  For purposes of determining whether any of the payments
          under this Agreement will be subject to the excise tax and the
          amount of such excise tax, (i) any other payments or benefits
          received or to be received by Employee in connection with a
          change in control of Employer or the termination of employment of
          Employee (whether pursuant to the terms of this Agreement or any
          other plan, arrangement or agreement with Employer, any person
          whose actions result in a change of control of Employer or any
          person affiliated with Employer or such person) (which, together
          with the payments under this Agreement, shall constitute the
          "Total Payments") shall be treated as "parachute payments" under
          Section 280(b)(2) of the Code, and all excess parachute payments
          shall be treated as subject to the excise tax, unless in the
          opinion of tax counsel selected by Employer's independent

          auditors such other payments or benefits (in whole or in part) do
          not constitute parachute payments, or such excess parachute
          payments (in whole or in part) represent reasonable compensation
          for services actually rendered under Section 280G(b)(4) of the
          Code in excess of the "base amount" under Section 280G(b)(3) of
          the Code or are otherwise not subject to the excise tax, (ii) the
          amount of the Total Payments which shall be treated as subject to
          the excise tax shall be equal to the lesser of (A) the total
          amount of the Total Payments or (B) the amount of excess
          parachute payments (after applying clause (i), above), and (iii)
          the value of any non-cash benefit or any deferred payment or
          benefit shall be determined by Employer's independent auditors in
          accordance with the principles of Section 280(G)(d)(3) and (4) of
          the Code.

               (c) For purposes of determining the amount of the Gross Up
          Payment, Employee shall be deemed to pay federal income taxes at
          the highest marginal rate of federal income taxation for the
          calendar year in which the Gross Up Payment is to be made. 
          Employee shall also be deemed to pay state and local income taxes
          at the highest marginal rate of taxation imposed by Employee's
          state of residence (or by any other state which may impose taxes
          on such payments) for the calendar year in which the Gross Up
          Payment is to be made, net of the maximum reduction in federal
          income taxes which could be obtained from deduction of such state
          and local income taxes. In computing the highest marginal rate of
          federal income taxation, adjustments shall be made to the highest
          marginal rate of tax imposed by Section 1 of the Code to account
          for the effect of Section 68 of the Code.  The marginal rate of
          federal income taxation shall also be adjusted to account for
          Employee's portion of any FICA taxes imposed on any Gross Up
          Payment by Section 3101 of the Code.

               (d) In the event that the excise tax to be paid as a result
          of payments pursuant to this Agreement is subsequently determined
          to be less than the amount taken into account at the time the
          Gross Up Payment is made, Employee shall repay Employer at the
          time that the amount of such reduction in excise tax is finally
          determined, the portion of the Gross Up Payment attributable to
          such reduction, plus interest on the amount of such repayment at
          the applicable federal rate under Section 1274 of the Code from
          the date of payment of the Gross Up Payment to the date of
          repayment.  The amount of reduction of the Gross Up Payment shall
          take into account any subsequent reduction in excise taxes
          resulting from this payment.

               (e) In the event that the excise tax is determined to exceed
          the amount taken into account hereunder at the time the Gross Up
          Payment is made, Employer shall make an additional Gross Up
          Payment in respect of such excess, plus interest on such
          additional Gross Up Payment at the applicable federal rate under
          Section 1274 of the Code from the date of the Gross Up Payment to

          the date of payment of the additional Gross Up Payment, at the
          time such additional excise tax is finally determined.  The
          amount of the additional Gross Up Payment shall take into account
          any increase in excise taxes resulting from this payment.

               (f) The Gross Up Payment provided above shall be paid not
          later than the thirtieth (30th) day following payment of any
          amounts pursuant to this Agreement.

               (g) As a condition to making the payment set forth above,
          Employer shall have the right to challenge, on Employee's behalf,
          any excise tax assessment relating to payments made pursuant to
          this Agreement.  All expenses incurred as a result of any
          challenge initiated by Employer shall be born by Employer.

               12.  Legal Expenses.  

               Employer shall pay all legal fees and expenses which
          Employee may incur as a result of Employer contesting the
          validity or enforceability of this Agreement and Employee shall
          be entitled to receive interest thereon for the period of any
          delay in payment from the date such payment was due at the rate
          determined by adding two hundred basis points to the one-year
          constant maturity Treasury index.

               IN WITNESS WHEREOF, the parties hereto have executed this
          Amendment to Agreement, under seal, as of the day and year first
          above indicated.

                                        FIRST UNION CORPORATION

          Attest:

          /s/ Kent S. Hathaway              /s/ Robert T. Atwood
          ____________________________  By: _______________________________

                 Senior Vice President         Executive Vice President
          Title: _____________________  Title: ____________________________

          (Corporate Seal)

                                        /s/ Edward E. Crutchfield, Jr.
                                        _____________________________(L.S.)
                                        Edward E. Crutchfield, Jr.

 

Basic Info X:

Name: AMENDED AND RESTATED AGREEMENT
Type: Amended and Restated Agreement
Date: March 3, 1995
Company: WACHOVIA CORP NEW
State: North Carolina

Other info:

Date:

  • last day of the month
  • December 31 , 1990
  • January 1 , 1987
  • January 1 , 1991
  • November 1 , 1986
  • March 31
  • August 1 , 1985

Organization:

  • FIRST UNION CORPORATION
  • Board of Directors and Chief Executive Officer of Employer
  • Base Annual Salary
  • Executive Compensation Plans
  • Certain Voluntary Termination
  • Period of Employment for Cause
  • Board of Directors of Employer
  • the State of North Carolina
  • Employer and Employee

Location:

  • North Carolina
  • Florida
  • Georgia
  • Alabama
  • Tennessee
  • Mississippi
  • Louisiana
  • South Carolina
  • Maryland
  • Virginia
  • U.S.

Person:

  • Kent S. Hathaway
  • Robert T. Atwood
  • Edward E. Crutchfield

Percent:

  • 15 %
  • 66-23 %