EXHIBIT 10(J)
SOUTHERN NATIONAL
DEFERRED COMPENSATION PLAN
FOR KEY EXECUTIVES
Effective January 1, 1989
TABLE OF CONTENTS
PAGE
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ARTICLE I STATEMENT OF PURPOSE..................................... 1
ARTICLE II DEFINITIONS.............................................. 2
ARTICLE III ELIGIBILITY, PARTICIPATION AND DEFERRALS................. 8
ARTICLE IV SEVERANCE BENEFITS....................................... 13
ARTICLE V SURVIVOR BENEFITS........................................ 15
ARTICLE VI NONCOMPETITION........................................... 17
ARTICLE VII ADMINISTRATIVE COMMITTEE................................. 20
ARTICLE VIII AMENDMENT AND TERMINATION................................ 21
ARTICLE IX MISCELLANEOUS............................................ 22
ARTICLE X CONSTRUCTION............................................. 28
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ARTICLE I
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STATEMENT OF PURPOSE
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This Plan provides retirement and survivor benefits to or on behalf of
certain key executives of Southern National Corporation and its Participating
Subsidiaries, and thereby helps Southern National attract and retain superior
key management employees and gives such employees additional incentive to work
to make Southern National more profitable.
For executives who participate in the Southern National Employee Stock
Ownership Plan (the "ESOP"), a qualified stock bonus plan with a qualified
410(k) cash or deferred arrangement feature, the Plan restores benefits lost or
denied because of certain limitations imposed by the rules governing qualified
retirement plans.
ARTICLE II
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DEFINITIONS
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When used herein and capitalized, the following terms shall have the
meanings denoted unless a different meaning is clearly required by the context.
1. Change in Control. A Change in Control shall be deemed to have
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occurred upon the happening of any of the following:
(a) the adoption of a plan of merger or consolidation of Southern
National Corporation with any other corporation or association as a result of
which the holders of the voting capital stock of Southern National Corporation
would receive less than 50% of the voting capital stock of the surviving or
resulting corporation;
(b) the occurrence of any event (including, without limitation, any
merger or consolidation) as a result of which Southern National Corporation is
not the owner beneficially and of record of 50% or more of the voting power of
the capital stock of Southern National Bank of North Carolina, N.A. (the
"Bank");
(c) the sale, lease, exchange or other transfer (in one transaction
or a series of transactions contemplated or arranged by any party as a single
plan) of all or substantially all of the assets of Southern National Corporation
or the Bank (other than as security for the obligations of Southern National
Corporation or the Bank);
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(d) the approval by the shareholders of Southern National Corporation
or the Bank of any plan or proposal for the liquidation or dissolution of
Southern National Corporation or the Bank;
(e) the acquisition by any person (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, (the
"Exchange Act")), other than any Trustee under any employee benefit plan of
Southern National Corporation or the Bank, and persons (as such term is so used)
who are then affiliates and associates (as defined on January 1, 1989 in Rule
12b-2 under the Exchange Act) of such person, or any one of them, after the date
this plan is executed, directly or indirectly, of beneficial ownership (as
defined on January 1, 1989 in Rules 13d-3 and 13d-5 under the Exchange Act) of
securities of Southern National Corporation representing in the aggregate 20% or
more of the voting power of all then outstanding securities of Southern National
Corporation having the right under ordinary circumstances to vote in an election
of the Board of Directors of Southern National Corporation (without limitation,
any securities having such voting power that any such person has the right to
acquire pursuant to any agreement, or upon exercise of conversation of rights,
warrants or options, or otherwise, shall be deemed beneficially owned by such
person); or
(f) the failure, for any reason, during any period of two consecutive
years, of the individuals who at the beginning of such period constitute the
entire Board of Directors of
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Southern National Corporation (the "Board") and any new directors whose election
by the Board, or whose nomination for election by the shareholders, shall have
been approved by a vote of at least two-thirds (2/3) of the directors of the
Board then still in office who either were directors at the beginning of the
period or whose election or nomination for election shall previously have been
so approved, to constitute a majority of the members of the Board.
2. Code. The Internal Revenue Code of 1986, as amended, and as it may be
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further amended from time to time.
3. Committee. The committee which administers the Plan and which is more
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particularly described in Article VIII below. The Committee shall be made up of
the individuals who hold the following offices of Southern National Bank of
North Carolina, N.A.: Chairman of the Board of Directors, President, Director of
Human Resources, and Chief Financial Officer.
4. Company. Southern National Corporation, Participating Subsidiaries,
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and any successor by merger, acquisition or otherwise. All references to
"Company" shall be applied to each such Company as if the Plan were solely the
Plan of such Company.
5. Company Matching Contributions. The Company's matching contributions
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to the ESOP based on a Participant's Pre-Tax Employee Contributions.
6. Compensation. Compensation shall have the same meaning the ESOP
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ascribes to such term in its definition of
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"Compensation," as that definition is amended from time to time, such
definition being expressly incorporated herein by reference.
7. Deferral Election. An irrevocable election by a Participation to
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defer a portion of his Compensation for a calendar year, such election to be
made in the manner prescribed by Article III, Section 3 of this Plan. Amounts so
deferred are "elective deferrals."
8. Designated Beneficiary. One or more beneficiaries, as designated in a
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writing filed with the Committee, to who payments otherwise due to or for the
benefit of the Participant hereunder shall be made in the event of his death
prior to the complete payment of such benefit. In the event no such written
designation is made by the Participant or if such beneficiary shall not be in
existence at the Participant's death or if such beneficiary predeceases the
Participant, the Participant shall be deemed to have designated his estate as
such beneficiary.
9. Employee. A person who is employed the Company.
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10. ERISA. The Employee Retirement Income Security Act of 1974, as
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amended, and as it may be further amended from time to time.
11. ESOP. The Southern National Employee Stock Ownership Plan, as amended
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and restated effective July 1, 1987, as it may be further amended from time to
time.
12. ESOP Excess Plan. The Southern National ESOP Excess Plan, effective
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January 1, 1989, and as it may be amended from time to time.
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13. Insurable. Insurable shall mean that at the time of the Participant's
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election to defer Compensation pursuant to this Plan the life of the
Participant is insurable by an insurance company approved by the Committee and
at premium rates acceptable to the Committee in the exercise of its sole and
absolute discretion.
14. Participant. An Employee who has been notified pursuant to Article
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III, Section 1 that he is eligible to participate in the Plan and who has made a
Deferral Election.
15. Participating Subsidiaries. Each subsidiary of Southern National
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Corporation which, pursuant to action duly adopted by its board of directors,
has adopted this Plan. "Subsidiary" means a corporation over 50% of the voting
stock of which is owned by Southern National Corporation, by another subsidiary
or other subsidiaries of Southern National Corporation. The foregoing
notwithstanding, the Board of Directors of Southern National Corporation may
designate any company affiliated with Southern National Corporation as a
"subsidiary" for purposes of this Plan.
16. Plan. The Southern National Deferred Compensation Plan for Key
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Executives as contained herein, and as it may be amended from time to time.
17. Pre-Tax Employee Contributions. Amounts contributed to the ESOP on
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behalf of a Participant pursuant to the Participant's election to have his
Compensation for a calender year reduced and contributed to the ESOP in
accordance with Section 401(k)
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(or any successor section) of the Code and corresponding provisions of the ESOP.
18. Severance Date. The date the Participant's employment with the Company
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terminates for any reason other than death; provided, however, that if the
Participant's employment ceases because of Total Disability, his Severance Date
shall be the earlier of (i) the first date he is no longer under a Total
Disability and does not return to active employment with the Company or (ii) his
sixty-fifth (65th) birthday.
19. Total Disability. Total Disability shall have the same meaning as is
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ascribed to such term by the long-term disability benefits plan sponsored by the
Company and in which the Participant participates. If the Participant does not
participate in such plan or if the Company does not sponsor such a plan, then
the Participant shall be under a Total Disability if by reason of sickness or
injury he cannot perform each of the material duties of his regular occupation;
provided, however, that after the first twenty-four (24) months he shall be
under a Total Disability if he cannot perform each of the material duties of any
gainful occupation for which he is reasonably fitted by training, education or
experience.
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ARTICLE III
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ELIGIBILITY, PARTICIPATION AND DEFERRALS
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1. Eligibility. The Committee shall have the sole discretion to determine
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the Employees who are eligible to become Participants; provided, however, that
no Employee who is not a member of the "select group of management or highly
compensated employees," as defined in Section 201(2), 301(a)(3) and 401(a) of
ERISA shall be eligible to become a Participant in the Plan. An Employee shall
become eligible upon being notified by the Committee that he is eligible.
2. Participation. An Employee who is eligible to participate shall become
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a Participant by making a Deferral Election.
3. Elective Deferrals.
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(a) For each calendar year, each eligible Employee is entitled to
make a Deferral Election in such manner and form as the Committee prescribes to
defer Compensation for the calendar year which, by reason of the application of
Sections 401(k), 402(g) and 415 of the Code and the corresponding provisions of
the ESOP, the Employee is prohibited from deferring and having contributed to
the ESOP as Pre-Tax Employee Contributions.
(b) Deferral Elections shall be made as follows.
(i) Within thirty (30) days following the adoption of this Plan
to defer Compensation to be earned in the remainder of such calendar year;
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(ii) Within thirty (30) days following the date on which an Employee
first becomes eligible to participate in this Plan to defer Compensation to be
earned in the remainder of such calendar year; or
(iii) In all other cases on or before December 31 to defer
Compensation to be earned in succeeding calendar years.
4. Limitations on Elective Deferrals.
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(a) The maximum amount by which an eligible Employee or Participant
may reduce his Compensation for a calendar year pursuant to a Deferral Election
under Article III, Section 3 shall be the difference between (i) fifteen percent
(15%) of his Compensation for the calendar year and (ii) his maximum permissible
amount of Pre-Tax Employee Contributions for the calendar year. The eligible
Employee's or Participant's "maximum permissible amount of Pre-Tax Employee
Contributions for the calendar year" is (i) the annual $7,000 limitation set
forth in Code Section 402(g) and any corresponding provisions of the ESOP, as
amended and adjusted for inflation, on elective deferrals to certain qualified
retirement plans or, if less, (ii) the maximum amount of Pre-Tax Employee
Contributions permitted to be made by the eligible Employee or Participant for
such calendar year by reason of the application of the actual deferral
percentage nondiscrimination test and annual addition limitation set forth in
Sections 401(k) and 415 of the Code and in any corresponding provisions of the
ESOP.
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(b) Anything to the contrary herein notwithstanding, a Participant's
elective deferrals of Compensation for a calendar year shall not be permitted
under this Plan unless the Participant has made the maximum permissible amount
of Pre-Tax Employee Contributions for the calendar year.
5. Deemed Deferrals. In addition to any elective deferrals pursuant to a
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Deferral Election in accordance with Sections 3 and 4 of this Article III, for
each calendar year for which a Participant has made a Deferral Election, the
Participant shall receive credit for "deemed deferrals" equal to the difference
between (A) and (B) where (A) is the amount of Company Matching Contributions
which would have been credited to the Participant's account in the ESOP (i) had
the ESOP permitted the amount of the elective deferrals the Participant made
pursuant to a Deferral Election under this Plan for the calendar year to have
been contributed as Pre-Tax Employee Contributions, and (ii) had there not been
given effect the compensation, elective deferral, nondiscrimination and annual
addition limitations set forth in Sections 401(a)(17), 402(g), 401(k), 401(m),
and 415 of the Code and in any corresponding provisions of the ESOP, and where
(B) is the amount of Company Matching Contributions actually credited to the
Participant's account in the ESOP.
6. No ESOP Excess Plan Deferrals. Anything to the contrary herein
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notwithstanding, any eligible Employee or Participant who has elected to make
deferrals of compensation under the ESOP Excess Plan for a calendar year
(hereafter called
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"ESOP Excess Deferrals") shall be ineligible to make a Deferral Election under
this Plan for such calendar year. The foregoing notwithstanding, any eligible
Employee who has elected to make ESOP Excess Deferrals for the 1989 calendar
year shall be permitted to make a Deferral Election to defer Compensation under
this Plan for the calendar year 1989; provided, however (i) such Deferral
Election shall supersede his deferral election under the ESOP Excess Plan, (ii)
no additional ESOP Excess Deferrals for the calendar year 1989 shall be made
after the making of such Deferral Election, (iii) any ESOP Excess Deferrals for
the calendar year 1989 which were made prior to such Deferral Election shall be
transferred to this Plan and treated for all purposes as elective deferrals made
under such Deferral Election and subject to Sections 3 and 4 of this Article
III, and (iv) such Deferral Election shall not be honored unless the eligible
Employee has properly executed a release of liability in a form acceptable to
the Committee with respect to deferred compensation benefits which would have
been payable under the ESOP Excess Plan with respect to ESOP Excess Deferrals
for the 1989 calendar year.
7. Benefits. The total amount of deferred compensation or other benefits
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payable under this Plan to a Participant or his Designated Beneficiary pursuant
to Articles IV or V shall be the sum of the amounts payable with respect to each
individual calendar year for which the Participant has a deferral amount
(whether elective or deemed) for such calendar year. The amount of deferred
compensation or other benefits payable with respect
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to deferrals (elective or deemed) for any calendar year shall be determined in
accordance with the appropriate column in the schedule of benefits attached as
an exhibit to the Deferral Election for the calendar year.
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ARTICLE IV
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SEVERANCE BENEFITS
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1. Benefits. After the Severance Date of a Participant, the Company shall
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pay the Participant a level fifteen (15) year annuity payable in equal monthly
installments. The amount of the monthly payments are determined in accordance
with the appropriate column on the schedule of benefits provided for in Article
III, Section 7. Payment of the benefit shall commence on the first January 1st
following the Severance Date; provided, however, that if the Severance Date
occurs after the Participant attains age sixty (60) but before he attains age
sixty-five (65), payment shall commence on the first January 1st following the
Participant's sixty-fifth (65th) birthday unless the Participant files a written
election with the Committee no later than the later of the date of the making of
his last Deferral Election or the date two (2) years prior to his Severance
Date, to have his benefits commence on the first January 1st following his
Severance Date. Payment shall continue on the first day of each month
thereafter until one hundred eighty (180) monthly payments have been made.
2. Payments to Beneficiary. In the event a Participant dies prior to full
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payment of his benefits under this Article IV, all remaining payments due
hereunder shall be made to such Participant's Designated Beneficiary, provided
such Designated Beneficiary is living at the time of the Participant's death. In
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the event the Designated Beneficiary is not living at the time of the
Participant's death, all remaining payments due hereunder shall be paid to the
Participant's estate. In the event the Designated Beneficiary survives the
Participant but dies prior to full payment of all remaining payments due
hereunder, all payments then remaining due hereunder shall be paid to the
Designated Beneficiary's estate.
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ARTICLE V
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SURVIVOR BENEFITS
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1. Benefits. Upon the death of the Participant prior to his Severance
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Date the Company shall pay to the Participant's Designated Beneficiary a level
fifteen (15) year annuity payable in equal monthly installments. Payment of the
benefit shall commence on the first January 1st following the Participant's
death and shall continue on the first day of each month thereafter until one
hundred eighty (180) monthly payments have been made. The amount of the monthly
payments shall be the sum of (A) and (B) below:
(A) With respect to elective and deemed deferrals made in calendar
years in which the Participant was deemed Insurable, the amount determined with
reference to the appropriate column in the schedule of benefits for calculating
survivor benefits attached to the Participant's Deferral Elections for those
calendar years.
(B) With respect to elective and deemed deferrals made in calendar
years in which the Participant was deemed not Insurable, the amount determined
in accordance with the appropriate column on the schedule of benefits attached
to the Participant's Deferral Elections for those calendar years on the basis of
the assumption that the Participant terminated employment with the Company on
the day immediately preceding his death.
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2. Payments to Beneficiary. In the event that a Designated Beneficiary
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dies prior to full payment of his survivor benefits under this Article V, all
remaining payments due hereunder shall be made to such Designated Beneficiary's
estate. In the event the Designated Beneficiary is not living at the time of the
Participant's death, the survivor benefits shall be paid to the Participant's
estate.
ARTICLE VI
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NONCOMPETITION
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Notwithstanding any provision of this Plan to the contrary but subject to
the proviso below, if any Participant terminates employment with the Company for
any reason and later accepts employment with, or assumes any other position
with, any national bank, state bank, savings and loan association, or any other
similar financial institution which has one or more offices in a state in which
a subsidiary of Southern National Corporation has a banking office, the Company
may at its discretion and in full and complete discharge of its obligations to
the Participant under this Plan and his Deferral Elections, make a lump sum
payment to the Participant equal to the present value (calculated using the
"Present Value Monthly Discount Rate" stated on the schedule of benefits
attached to the Participant's various Deferral Elections) of the remaining
benefit payments due to or on behalf of the Participant; provided, however, that
the Company shall have no right to make such lump sum payment if, within two (2)
years following a Change in Control, either the Company terminates the
Participant's employment other than for cause or the Participant quits or
resigns for good reason. Termination by the Company of the Participant's
employment for "cause" shall mean termination due to (i) an act or acts of
dishonesty by the Participant constituting a felony and resulting or intended to
result in substantial gain or
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personal enrichment for the Participant at the expense of the Company or (ii)
willful and continued failure by the Participant to substantially perform his
duties with the Company, other than for incapacity due to mental or physical
illness, after a written demand for substantial performance is delivered to the
Participant by the Chairman of the Board of Directors of the Company which
specifies how the Participant has failed to substantially perform his duties;
provided, however, in no event shall the Participant's termination by the
Company be considered to have been for cause if such termination shall have been
the result of (i) the Participant's bad judgment or negligence, (ii) any act or
omission without intent of gaining a profit to which the Participant was not
legally entitled, or (iii) any act or omission believed by the Participant in
good faith to have been in, or not opposed to, the interests of the Company.
"Good reason" shall mean: (i) the assignment to the Participant of any duties
inconsistent with his duties immediately prior to the Change in Control or any
removal of the Participant from or any failure to reelect or reappoint the
Participant to his positions, except in connection with promotions to higher
office; (ii) a reduction by the Company in the Participant's base salary as in
effect immediately prior to the Change in Control; (iii) the failure by the
Company to maintain, and to continue the Participant's participation in, the
Company's benefit or compensation plans as in effect immediately prior to the
Change in Control (including but not limited to bonus and incentive
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compensation plans, stock option, bonus, award and purchase plans, life
insurance, medical, health and accident insurance, disability plans and
deferred compensation plans); or the taking of any action by the Company which
would adversely affect the Participant's participation in or reduce the
Participant's benefits under any of such plans or deprive the Participant of any
fringe benefit he enjoyed immediately prior to the Change in Control; or the
failure to provide the Participant with the number of paid vacation days to
which he was entitled under the Company's normal vacation policy in effect
immediately prior to the Change in Control; (iv) the relocation of the
Participant's office to anywhere other than a location within 25 miles of the
Participant's office immediately prior to the Change in Control or the Company's
requiring the Participant to be based anywhere other than within 25 miles of the
Participant's office immediately prior to the Change in Control, except for
required travel on the Company's business to an extent consistent with the
Participant's business travel obligations immediately prior to the Change in
Control; or (v) Total Disability.
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ARTICLE VII
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ADMINISTRATIVE COMMITTEE
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1. This Plan shall be administered by the Committee. The Committee
shall have all powers necessary to enable it to carry out its duties in the
administration of the Plan. Not in limitation, but in application of the
foregoing, the Committee shall have the duty and power to determine all
questions that may arise hereunder as to the status and rights of Participants.
2. The Committee shall act by a majority of the number then constituting
the Committee, and such action may be taken either by a vote at a meeting or in
writing without a meeting.
3. The Committee shall keep a complete record of all its proceedings and
all data relating to the administration of the Plan.
4. The Committee shall select one of its members as a Chairman. The
Committee shall appoint a Secretary to keep minutes of its meetings and the
Secretary may or may not be a member of the Committee. The Committee shall make
such rules and regulations for the conduct of its business as it shall deem
advisable.
5. No member of the Committee shall be personally liable for any actions
taken by the Committee unless the member's action involves willful misconduct.
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ARTICLE VIII
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AMENDMENT AND TERMINATION
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Southern National Corporation reserves the right, at any time or from time
to time, by action of its Board of Directors, to amend in whole or in part any
or all provisions of the Plan. In addition, Southern National Corporation
reserves the right by action of its Board of Directors to terminate the Plan in
whole or in part, and each Participating Subsidiary reserves the right by action
of its Board of Directors to terminate the Plan with respect to such
Participants employed by it. Anything to the contrary herein notwithstanding,
any such amendment or termination shall not adversely affect any benefits
attributable to elective or deemed deferrals made in the calendar year in which
the amendment or termination is adopted or in any prior calendar years.
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ARTICLE IX
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MISCELLANEOUS
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1. Early Death or Suicide. Notwithstanding any provision in this Plan to
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the contrary, in the event (i) the Participant dies prior to the first May 1
following the making of a Deferral Election pursuant to Section 3(b)(iii) of
Article III, (ii) the Participant dies within one hundred twenty (120) days
after making a Deferral Election pursuant to Section 3(b)(i) or (ii) of Article
III, or (iii) the Participant dies as a result of suicide within twenty-eight
(28) months after making a Deferral Election, then in lieu of all other benefits
to which the Designated Beneficiary would otherwise be entitled pursuant to such
Deferral Election(s), the Company shall pay to the Designated Beneficiary,
within sixty (60) days of receipt of written proof of the Participant's death, a
lump sum equal to the Participant's actual deferrals pursuant to such Deferral
Election(s) plus interest thereon from the date of deferral at the rate of nine
percent (9%) per annum compounded annually. The payment of such lump sum shall
fully and completely discharge the Company's obligations under such Deferral
Election(s) and shall fully and completely satisfy all the Participant's and his
Designated Beneficiary's rights thereunder.
2. Nonalienation of Benefits. No right or benefit under the Plan shall
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be subject to anticipation, alienation, sale, assignment, pledge, encumbrance,
or charge, and any attempt to
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anticipate, alienate, sell, assign, pledge, encumber, or charge any right or
benefit under this Plan shall be void. No right or benefit hereunder shall in
any manner be liable for or subject to the debts, contracts, liabilities or
torts of the person entitled to such benefits. If the Participant or any
beneficiary hereunder shall become bankrupt, or attempt to anticipate, alienate,
sell, assign, pledge, encumber, or charge any right hereunder, then such right
or benefit shall, in the discretion of the Committee, cease and terminate, and
in such event, the Committee may hold or apply the same or any part thereof for
the benefit of the Participant or his beneficiary, spouse, children, or other
dependents, or any of them in such manner and in such amounts and proportions as
the Committee may deem proper.
3. No Trust Created. The obligations of Southern National Corporation and
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Participating Subsidiaries to make payments hereunder shall constitute a
liability of Southern National Corporation and Participating Subsidiaries to a
Participant. Such payments shall be made from the general funds of Southern
National Corporation and its Participating Subsidiaries, and no such Company
shall be required to establish or maintain any special or separate fund, or
purchase or acquire life insurance on a Participant's life, or otherwise to
segregate assets to assure that such payment shall be made, and neither a
Participant, his estate nor Designated Beneficiary shall have any interest in
any particular asset of either Southern National Corporation or its
Participating Subsidiaries by reason of its
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obligations hereunder. Nothing contained in the Plan shall create or be
construed as creating a trust of any kind or any other fiduciary relationship
between the Company and a Participant or any other person.
4. No Employment agreement. Neither the execution of this Plan nor any
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action taken by the Company pursuant to this Plan shall be held or construed to
confer on a Participant any legal right to be continued as an Employee of the
Company in an executive position or in any other capacity whatsoever. This Plan
shall not be deemed to constitute a contract of employment between the Company
and a Participant, nor shall any provision herein restrict the right of the
Company to discharge any Participant or restrict the right of any Participant to
terminate his employment with the Company.
5. Designation of Beneficiary. Participants shall file with the Company
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a notice in writing designating one or more Designated Beneficiaries to whom
payments otherwise due to or for the benefit of the Participant hereunder shall
be made in the event of his death prior to the complete payment of such benefit.
Participants shall have the right to change the beneficiary or beneficiaries so
designated from time to time; provided, however, that any change shall not
become effective until received in writing by the Committee.
6. Payment to Incompetents. The Committee shall make payment provided
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herein directly to a Participant or such Designated Beneficiary entitled
thereto, or if such Participant or
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such Designated Beneficiary has been determined by a court of competent
jurisdiction to be mentally or physically incompetent, then payment shall be
made to the duly appointed guardian, committee or other authorized
representative of such Participant or such Designated Beneficiary and his
estate. The Company shall have the right to make payment directly to a
Participant or such Designated Beneficiary or until it has received actual
notice of the physical or mental incapacity of such Participant or such
Designated Beneficiary, and notice of the appointment of a duly authorized
representative of his estate. Any such payment for the benefit of the
Participant or such Designated Beneficiary or to such representative for his
benefit, shall be a complete discharge of all liability of the Company therefor.
The Company is authorized to interpret and administer this Section in accordance
with the laws of the State of North Carolina.
7. Claims for Benefits. Each Participant or beneficiary must claim any
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benefit to which he is entitled under this Plan by a written notification to the
Committee. If a claim is denied, it must be denied within a reasonable period of
time, and be contained in a written notice stating the following:
A. The specific reason for the denial.
B. Specific reference to the Plan provision on which the denial is
based.
C. Description of additional information necessary for the claimant
to present his claim, if any, and an explanation of why such
material is necessary.
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D. An explanation of the Plan's claims review procedure.
The claimant will have 60 days to request a review of the denial by the
Committee, which will provide a full and fair review. The request for review
must be in writing delivered to the Committee. The claimant may review pertinent
documents, and he may submit issues and comments in writing.
The decision by the Committee with respect to the review must be given
within 60 days after receipt of the request, unless special circumstances
require an extension (such as for a hearing). In no event shall the decision be
delayed beyond 120 days after receipt of the request for review. The decision
shall be written in a manner calculated to be understood by the claimant, and it
shall include specific reasons and refer to specific Plan provisions as to its
effect.
8. Binding Effect. Southern National Corporation shall be jointly and
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severally liable with respect to obligations incurred by a Participating
Subsidiary under this Plan. Obligations incurred by the Company pursuant to this
Plan shall be binding upon and inure to the benefit of the Company, its
successors and assigns, and the Participant and the beneficiary or beneficiaries
designated pursuant to Article IX, Section 5 hereinabove.
9. Entire Plan. This document and any amendments contains all the terms
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and provisions of the Plan and shall constitute the entire Plan, any other
alleged terms or provisions being of no effect.
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10. Merger or Consolidation. In the event of a merger or a consolidation
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by the Company with another corporation, or the acquisition of substantially all
of the assets or outstanding stock of the Company by another corporation, then
and in such event the obligations and responsibilities of the Company under this
Plan shall be assumed by any successor or acquiring corporation, and all of the
rights, privileges and benefits of the Participants hereunder shall continue.
11. Participant Transfers. In the event a Participant is transferred
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between Southern National Corporation and a Participating Subsidiary, or between
Participating Subsidiaries, the Company to which the Participant is transferred
(i) shall assume, to the extent it is executory at the time of the transfer, any
obligation under a Deferral Election to defer Compensation of the Participant,
and (ii) shall become jointly liable with the transferring Company to pay any
benefits due the Participant under such Deferral Election.
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ARTICLE X
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CONSTRUCTION
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1. Governing Law. This Plan shall be construed and governed in
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accordance with the laws of the State of North Carolina.
2. Gender. The masculine gender, where appearing in the Plan, shall be
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deemed to include the feminine gender, and the singular may include the plural,
unless the context clearly indicates to the contrary.
3. Headings, etc. The cover page of this Plan, the Table of Contents and
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all headings used in this Plan are for convenience of reference only and are not
part of the substance of this Plan.
THIS PLAN is adopted and becomes effective the 17 day of August, 1989.
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SOUTHERN NATIONAL CORPORATION
BY: /s/ Hector Maclean
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President
ATTEST:
/s/ Faye M. Hollowell
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Acting Secretary
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