EXHIBIT 4.1
STATE OF NORTH CAROLINA
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
COUNTY OF DURHAM
FOURTH AMENDMENT
THIS AGREEMENT is made and entered into by CCB Financial
Corporation, a corporation duly organized and existing under the
laws of the State of North Carolina.
WITNESSETH:
CCB Financial Corporation agrees that the CCB Financial
Corporation Retirement Savings Plan be hereby further amended,
effective May 19, 1995, as follows:
1. Delete Section 1.21 INDIVIDUAL ACCOUNT and
substitute in lieu thereof a new Section which shall
read as follows:
Section 1.21 INDIVIDUAL ACCOUNT - The words
"Individual Account" shall mean the account records
maintained for each Participant pursuant to Articles
IV, V, and XI, and consisting of the following
subaccounts:
a. Voluntary Account - The detailed records
kept of amounts, including the voluntary
contributions made by each Participant, basic
contributions made prior to January 1, 1985 in
accordance with the terms of the Plan in effect
then, and the Employee Voluntary Account balances
transferred to this Plan from the Security Capital
Bancorp Employees' Incentive Profit Sharing and
Savings Plan on or about July 1, 1995, and Fund
earnings or losses credited or charged to each
Participant on these amounts in accordance with
the terms of the Plan.
b. Matching Account - The detailed records
kept of amounts, including matching contributions
and profit sharing contributions made prior to
October 1, 1993, and Fund earnings or losses
credited or charged to each Participant on these
amounts in accordance with the terms of the Plan.
Prior to October 1, 1993, this Account was known
as the "CCBF Contributions Account".
c. Tax Deferred Account - The detailed
records kept of amounts, including tax deferred
contributions made on behalf of each Participant
and the Employee Savings Account and the Elective
Account balances transferred to this Plan from the
Security Capital Bancorp Employees' Incentive
Profit Sharing and Savings Plan on or about July
1, 1995, and Fund earnings or losses attributable
to such contributions and transferred amounts
credited or charged to each Participant on these
amounts in accordance with the terms of the Plan.
d. Rollover Account - The detailed records
kept of amounts, including rollover contributions
made by a Participant or on his behalf in
accordance with Article XI, the Employee Rollover
Account, the Deferred Account and the Deferred
Account Pre-1989 balances transferred to this Plan
from the Security Capital Bancorp Employees'
Incentive Profit Sharing and Savings Plan on or
about July 1, 1995, the account balances (if any)
attributable to elective deferrals under Code
Section 401(k) in the Omni Capital Group, Inc.
Employee Stock Ownership Plan transferred to this
Plan as part of the termination of said Employee
Stock Ownership Plan and the Fund earnings or
losses credited or charged to each Participant on
these amounts in accordance with the terms of the
Plan.
e. Profit Sharing Account - The detailed
records kept of amounts, including profit sharing
contributions made on or after October 1, 1993 and
the account balances transferred to this Plan from
the CCB Financial Corporation Employee Stock
Ownership Plan on October 1, 1993 and Fund
earnings or losses credited or charged to each
Participant on these amounts in accordance with
the terms of the Plan.
f. Merged Plan Account - The detailed
records kept of amounts, including the Employer
Matching and Employer Incentive Profit Sharing
Accounts transferred to this Plan from the
Security Capital Bancorp Employees' Incentive
Profit Sharing and Savings Plan on or about July
1, 1995 and Fund earnings or losses credited or
charged to each Participant on these amounts in
accordance with the terms of the Plan. This
Account is divided into three subaccounts:
Subaccount #1 , Subaccount #2, and Subaccount #3.
Subaccount #1 holds all of the Employer
Matching and Employer Incentive Profit Sharing
Accounts that were 100% vested and were
transferred to this Plan from the Security Capital
Bancorp Employees' Incentive Profit Sharing and
Savings Plan on or about July 1, 1995 and fund
earnings or losses credited or charged to each
Participant on these amounts in accordance with
the terms of the Plan.
Subaccount #2 holds all of the Employer
Matching Accounts that were less than 100% vested
and were transferred to this Plan from the
Security Capital Bancorp Employees' Incentive
Profit Sharing and Savings Plan on or about July
1, 1995 and fund earnings or losses credited or
charged to each Participant on these amounts in
accordance with the terms of the Plan.
Subaccount #3 holds all of the Employer
Incentive Profit Sharing Accounts that were less
than 100% vested and were transferred to this Plan
from the Security Capital Bancorp Employees'
Incentive Profit Sharing and Savings Plan on or
about July 1, 1995 and fund earnings or losses
credited or charged to each Participant on these
amounts in accordance with the terms of the Plan.
2. Delete the first three paragraphs of Section 4.04
WITHDRAWALS of the Third Amendment and substitute in
lieu thereof the following three paragraphs:
Section 4.04 WITHDRAWALS - A Participant
may, by making written application to the Committee at
least fifteen days prior to a Valuation Date, request
permission to withdraw his Tax Deferred Account,
Rollover Account, and the vested portion of his Merged
Plan Account, his Matching Account and his Profit
Sharing Account as of said Valuation Date.
The Committee shall permit such withdrawal of the
entire Tax Deferred Account, the entire Rollover
Account and the vested portion of the Participant's
Merged Plan Account, his Matching Account and his
Profit Sharing Account if the Participant is age 59 1/2
or older.
The Committee shall permit withdrawal (under the
rules set forth below) of the entire Tax Deferred
Account available for withdrawal, the entire Rollover
Account, the vested portion of the Merged Plan Account,
the vested portion of the Matching Account, and the
vested portion of the Profit Sharing Account if the
Participant can demonstrate financial hardship to the
satisfaction of the Committee even though the
Participant has not attained age 59 1/2. Such
permission shall be given only if, under uniform rules
and regulations, the Committee determines that the
purpose of the withdrawal is to meet immediate and
heavy financial needs of the Participant, the amount of
the withdrawal does not exceed such financial need, the
amount of the withdrawal is not reasonably available
from the resources of the Participant, and the amount
to be withdrawn is to be used to meet an unusual or
special situation in the Participant's financial
affairs. Such unusual or special situations shall be
limited to the post-secondary school educational
expenses for the Participant, his spouse, children, or
dependents, the purchase of the principal residence of
the Participant, medical expenses which are not covered
by insurance of the Participant, his spouse, or
dependents, threatened eviction from or foreclosure on
the mortgage on the Participant's principal residence,
and funeral expenses of a family member; provided, that
such permission shall be applied uniformly to all
Participants in like circumstances.
3. Delete paragraph d. of Section 6.08 TERMINATION
BENEFIT of the Third Amendment and substitute in lieu
thereof the following:
d. The vested portion of his Merged Plan
Account balance as it exists on the Valuation Date
coinciding with or next following the date on
which his employment with the Employer terminated.
The Merged Account consists of Subaccounts #1, #2,
and #3. Subaccount #1 of the Merged Account is
always 100% vested. Subaccounts #2 and #3 are
subject to the vesting schedules applicable to
these Accounts under the Security Capital Bancorp
Employees' Incentive Profit Sharing and Savings
Plan on May 18, 1995.
4. Delete Section 11.07 ADMINISTRATION OF MERGED PLAN
ACCOUNT of the Third Amendment and substitute in lieu
thereof the following:
Section 11.07 ADMINISTRATION OF MERGED PLAN
ACCOUNT - In connection with the merger of the
Security Capital Bancorp Employees' Incentive Profit
Sharing and Savings Plan into this Plan on or about
July 1, 1995, the Committee shall establish and
maintain a separate account (which shall be called a
"Merged Plan Account") in the name of each Participant
whose Employer Matching Account and/or Employer
Incentive Profit Sharing Account from the Security
Capital Bancorp Employees' Incentive Profit Sharing and
Savings Plan was transferred to the Plan. The Merged
Plan Account will be divided into three subaccounts:
Subaccount #1, Subaccount #2, and Subaccount #3. Said
Employer Matching Account balances and Employer
Incentive Profit Sharing Account balances that were
transferred to the Plan on behalf of a Participant
shall be credited to the Participant's appropriate
subaccount within the Participant's Merged Plan Account
as follows:
Subaccount #1 holds all of the Employer
Matching and Employer Incentive Profit Sharing
Account balances that are 100% vested and were
transferred to this Plan from the Security Capital
Bancorp Employees' Incentive Profit Sharing and
Savings Plan on or about July 1, 1995 and fund
earnings or losses credited or charged to each
Participant on these amounts in accordance with
the terms of the Plan.
Subaccount #2 holds all of the Employer
Matching Account balances that were less than 100%
vested and were transferred to this Plan from the
Security Capital Bancorp Employees' Incentive
Profit Sharing and Savings Plan on or about
July 1, 1995 and fund earnings or losses credited
or charged to each Participant on these amounts in
accordance with the terms of the Plan.
Subaccount #3 holds all of the Employer
Incentive Profit Sharing Account balances that
were less than 100% vested and were transferred to
this Plan from the Security Capital Bancorp
Employees' Incentive Profit Sharing and Savings
Plan on or about July 1, 1995 and fund earnings or
losses credited or charged to each Participant on
these amounts in accordance with the terms of the
Plan.
Subaccounts #2 and #3 within the Merged Plan
Account shall be subject to the vesting schedules
applicable to these Accounts under the Security Capital
Bancorp Employees' Incentive Profit Sharing and Savings
Plan for any Participants who terminate employment with
the Employer prior to May 19, 1995. For any
Participant who is credited with at least one Hour of
Service on or after May 19, 1995, his Employer Matching
Account balance and his Employer Incentive Profit
Sharing Account balance will be made 100% vested and
will be placed in the Merged Plan Account - Subaccount
#1. Separate records shall be kept as to all
transactions affecting the Merged Plan Account.
However, for investment purposes, Merged Plan Accounts
shall not be segregated and held and invested
separately but rather shall be held by the Trustee and
commingled with the other funds of the Plan.
Allocations of Employer contributions shall be
made without regard to the Merged Plan Accounts. The
realized and unrealized gains or losses of the Merged
Plan Accounts shall be allocated among the Participants
who have Merged Plan Accounts in the same manner as
Employer and Employee contributions, as provided in
Articles IV and V of the Plan.
IN WITNESS WHEREOF, CCB Financial Corporation has caused
this Agreement to be executed this 16th day of June, 1997.
CCB FINANCIAL CORPORATION
By: /s/ ERNEST C. ROESSLER
President
ATTEST:
/s/ CHRISTIE L. POWELL
Asst. Secretary