EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, made as of the 13/th/ day of April, 2001 by
and between WACHOVIA CORPORATION (the "Corporation") and ROBERT S. McCOY, JR.
(the "Executive");
R E C I T A L S:
The Corporation desires to secure the services of the Executive in its
behalf or in behalf of one or more of its subsidiaries for which the Executive
shall render services hereunder from time to time, in accordance with the terms
and conditions set forth herein. In addition, the Corporation desires to provide
the Executive with an incentive to remain in the service of the Corporation or
one or more of its subsidiaries by granting to the Executive "Continuation
Benefits" as set forth below should his employment be terminated under
circumstances described herein for which Continuation Benefits are provided.
NOW, THEREFORE, the Corporation and the Executive hereby mutually
agree as follows:
1. a. Employment. The Executive shall devote his working time
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exclusively to the performance of such senior management duties for the
Corporation or one or more of its subsidiaries as may be assigned to him by
the Corporation from time to time, and shall perform such duties faithfully
and to the best of his ability. Such duties shall be of a type for which
the Executive is suited by background, experience and training, in the
Corporation's sole discretion. References herein to duties performed for
the Corporation and compensation and benefits payable or provided by the
Corporation shall include duties performed for and compensation and
benefits payable or provided by any subsidiary of the Corporation. The
Executive may participate in other business activities, such as service on
corporate, civic or charitable boards or committees, with the permission of
the Corporation, and such activities shall be subject to the obligations in
Section 7 below. The Executive agrees to use his best reasonable efforts to
avoid unnecessary conflict between the Executive's duties to the
Corporation and his pursuit of other business or civic or charitable
interests.
b. Base Salary. During the employment of the Executive, the
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Executive shall receive an annual base salary ("Base Salary") at least
equal to the annual base salary in effect for the Executive on the date of
this Agreement. Base Salary shall be paid in accordance with the
Corporation's normal payroll practices (but not less frequently than
monthly). The Executive's Base Salary will be reviewed in accordance with
the Corporation's standard procedures and may be increased from time to
time consistent with such procedures. Effective as of the date of any such
increase, the Base Salary as so increased shall be considered the new Base
Salary for purposes of this Agreement, and may not thereafter be reduced
except with the express written consent of the Executive.
c. Expenses. During the employment of the Executive, the
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Executive shall be entitled to receive prompt reimbursement for all
reasonable employment expenses incurred by the Executive in accordance with
the policies, practices and procedures of the Corporation at the time the
expense is incurred.
2. Term of Agreement. The term of this Agreement shall commence on
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the date hereof and shall continue in effect until August 31, 2002.
References herein to the "term" of this Agreement shall mean the term as
described in the preceding sentence. The "term" shall not be deemed to
refer to the Compensation Period described in Section 4.
3. Termination of Employment by the Corporation. The Corporation may
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terminate the employment of the Executive at any time for any reason;
provided that except as set forth in Sections 6 and 7, the Corporation
shall provide the Executive with Continuation Benefits as set forth in
Section 4 if the Executive's employment is involuntarily terminated during
the term of the Agreement. The Executive's employment shall be deemed to be
involuntarily terminated if he is terminated by the Corporation for any
reason other than for "cause" as defined in Section 6, or if he voluntarily
terminates employment because:
(a) his Base Salary is reduced without the Executive's consent,
or
(b) the Corporation amends the Senior Executive Retirement
Agreement between the Corporation and the Executive (the "Retirement
Agreement") without the Executive's consent, and such amendment
materially reduces the benefits to which the Executive would have been
entitled had such amendment not been made, or
(c) the duties and responsibilities assigned to the Executive as
of the date of this Agreement are materially reduced and the Executive
does not consent to such material reduction of duties.
In order for voluntary termination pursuant to (a), (b) and (c) of this
Section to be effective: (1) the Executive must give written notice to the
Corporation within sixty (60) days of an event specified in clauses (a),
(b) or (c) above indicating that the Executive intends to terminate
employment under this Section and which describes the reasons for such
termination, (2) the Executive's voluntary termination under this Section
must occur within ninety (90) days after an event described in clause (a),
(b) or (c) of this Section, or within ninety (90) days after the last in a
series of such events, and (3) the Corporation must have failed to remedy
the event described in clause (a), (b) or (c) of this Section, as the case
may be, within thirty (30) days after receiving the Executive's written
notice. If the Corporation so remedies the event described in clause (a),
(b) or (c) of this Section, the Executive may not
terminate employment under this Section on account of the event specified
in the Executive's notice.
At any time after the Executive's sixty-second birthday, the Corporation
may employ or appoint another person or persons to perform all or
substantially all the Executive's duties, in which event the Corporation
may terminate the Executive's employment and shall pay him Continuation
Benefits pursuant to Section 4 until the end of the "term", but not
thereafter, except in the event of his termination pursuant to Section 10
(Change in Control) of this Agreement.
4. Continuation Benefits. If the Executive's employment hereunder is
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involuntarily terminated as described in Section 3, he will be entitled to
receive the cash compensation and benefits described in (a), (b) and (c)
below (herein, "Continuation Benefits") for the period beginning with the
date of such involuntary termination and ending with the earlier of (i) the
third anniversary of the date of such termination, or (ii) the Normal
Retirement Date of the Executive as defined in the Retirement Agreement
(such period, is referred to herein as the "Compensation Period"). The
duration of the Compensation Period shall not be affected by the fact that
the term of this Agreement otherwise would end before such Period expires.
The Continuation Benefits are as follows:
(a) Cash Compensation. The amount of cash compensation to be
received monthly during the Compensation Period shall equal one-
twelfth of the sum of (i) the Executive's highest annual Base Salary
from the Corporation in effect during the 12-month period before his
involuntary termination, plus (ii) an amount equal to the average of
the annual incentive compensation paid to the Executive by the
Corporation, if any, for the three (3) full calendar years within the
final five full calendar years of his employment which will produce
the highest average (or shorter period if the executive has been
employed less than five years) (and annualized for any partial
calendar year); provided, that the incentive compensation to be
recognized for this purpose shall be approved by the Management
Resources and Compensation Committee in good faith and in its sole
discretion, plus (iii) the average of any annual contributions by the
Corporation (excluding participant contributions) in behalf of the
Executive under the Retirement Savings and Profit-Sharing Plan of
Wachovia Corporation and the Wachovia Corporation Executive Deferred
Compensation Plan (or any successor or replacement plans) for the
three (3) full calendar years within the final five full calendar
years of his employment which will produce the highest average (or
shorter period if the executive has been employed less than five
years) (and annualized for any partial calendar year). Each monthly
payment of such cash compensation shall have deducted therefrom all
payroll taxes and withholdings required by law. Cash compensation
shall not include any benefits or
compensation provided to the Executive under the Wachovia Corporation
Stock Plan, any similar plan or any successor or replacement plan.
(b) Employee Benefits. During the Compensation Period the
Executive shall be deemed to be continuing in the employment of the
Corporation for the purpose of applying and administering employee
benefit plans of the Corporation (other than any tax-qualified
retirement plans) and individual contracts, if any, between the
Corporation and the Executive providing supplemental or equalization
payments or benefits with respect to the Executive. The Executive
shall participate in any changes during the Compensation Period in
benefit plans or programs applicable generally to employees of the
Corporation, or to a class of employees which includes senior
executives of the Corporation, but shall not have any right or option
to participate in any such plan or program in which he was not a
participant immediately prior to his involuntary termination of
employment. Any individual contract between the Corporation and the
Executive in effect at the time of his involuntary termination of
employment may be terminated or amended by the Corporation to the
extent permitted by the terms of such contract; provided, that during
the Compensation Period the Corporation shall not, without the written
consent of the Executive or except to the extent required by law, make
any amendment to or terminate any one or more of the following
individual contracts or plans if applicable to the Executive: (i) the
Retirement Agreement; and (ii) the Wachovia Corporation Executive
Deferred Compensation Plan. The Corporation shall have no obligation
to the Executive to make any change or improvement in the Retirement
Agreement or the Deferred Compensation Plan during the Compensation
Period even if the Corporation shall make changes or improvements
during such period in similar contracts or plans, if any, with or for
the benefit of other senior executives of the Corporation.
Notwithstanding the foregoing, if the Corporation reasonably
determines that providing continued coverage under one or more of its
welfare benefit plans could adversely affect the tax treatment of
other participants covered under the plans, or would otherwise have
adverse legal ramifications, the Corporation may, in its discretion,
either (1) provide other coverage at least as valuable as the
continued coverage through insurance or otherwise, or (2) pay the
Executive a lump sum cash amount that reasonably approximates the
after-tax value to the Executive of the premiums for continued
coverage, in lieu of providing such continued coverage.
(c) Stock Options, Restricted Awards, etc. The Management
Resources and Compensation Committee has determined, in the exercise
of its administrative discretion under the
Wachovia Corporation Stock Plan (and any successor or replacement plan
thereto), that the termination of the Executive's employment under
this Agreement shall not constitute either a "retirement" or a
"displacement" of the Executive (as those terms are defined in the
Wachovia Corporation Stock Plan), and that the Executive shall be
deemed to continue in the employment of the Corporation during the
Compensation Period for purposes of all outstanding stock options,
restricted awards and other awards granted to the Executive under the
Wachovia Corporation Stock Plan. At the end of the Compensation
Period, and provided that the Corporation has not terminated the
Executive's Compensation Period pursuant to Section 7 of this
Agreement, the Executive will be deemed to have retired from
employment with the Corporation for the purpose of establishing his
rights under the Wachovia Corporation Stock Plan (and any successor or
replacement plan thereto) and any applicable award agreement.
In the event that the Executive shall engage in full-time employment
permitted hereunder for another employer or on a self-employed basis during
the Compensation Period, his employment with the Corporation shall be
deemed to have terminated for purposes of Section 4(b) as of the date he
begins such full-time employment, but the payments in Section 4(a) shall
continue for the remainder of the Compensation Period and the rights under
Section 4(c) shall be applicable, in each case subject to the provisions of
Section 7.
5. Voluntary Termination of Employment by the Executive. The
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Executive reserves the right to terminate his employment voluntarily at any
time for any reason following at least ninety (90) days notice to the
Corporation. If such notice shall be given, this Agreement shall terminate
as of the effective date of termination as set forth in such notice (or the
date ninety (90) days from the date of receipt by the Corporation of such
notice, if no effective date shall be set forth therein), unless sooner
terminated as provided in Section 3, 6 or 8. The Executive shall not be
entitled to any form of Continuation Benefits as a result of such voluntary
termination, except in the event of voluntary termination pursuant to
Section 3 or Section 10 of this Agreement.
6. Termination for Cause. This Agreement shall immediately terminate
and neither party shall have any further obligation hereunder (including
but not limited to any obligation of the Corporation to provide
Continuation Benefits) if the Executive's employment is terminated for
"cause." Termination for cause shall occur when termination results from
the Executive's (a) criminal dishonesty, (b) refusal to perform his duties
hereunder on an exclusive and substantially full-time basis, (c) refusal to
act in accordance with any specific substantive instructions of the Chief
Executive Officer or the Board of Directors of the Corporation, or (d)
engaging in conduct which could be materially damaging to the Corporation
without a reasonable good faith belief that such conduct was in the best
interests of the
Corporation. The determination whether a termination is for cause shall be
made by the Management Resources and Compensation Committee of the Board of
Directors of the Corporation (the "Committee"), and such determination
shall be final and conclusive on the Executive and all other persons
affected thereby.
7. Executive's Obligations; Early Termination of Compensation Period.
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(a) During the Compensation Period, the Executive shall provide
consulting services to the Corporation at such time or times as the
Corporation shall reasonably request, subject to appropriate notice
and to reimbursement by the Corporation of all reasonable travel and
other expenses incurred and paid by the Executive in accordance with
the Corporation's current policy for expense reimbursement. In the
event the Executive shall engage in full-time employment permitted
hereunder during the Compensation Period for another employer or on a
self-employed basis, his obligation to provide the consulting services
hereunder shall be adjusted in accordance with the requirements of
such employment.
(b) The Executive shall not disclose to any other person the
Corporation's or any of its subsidiaries' confidential information or
trade secrets at any time during or after the term of this Agreement
or the Compensation Period. The Executive shall regard all material
non-public information as confidential. The Executive will at all
times refrain from taking any action or making any statements, written
or oral, which are intended to or which disparage the business,
goodwill or reputation of the Corporation or any of its subsidiaries,
or their respective directors, officers, executives or other
employees, or which could adversely affect the morale of employees of
the Corporation or any subsidiaries.
(c) The Executive shall not, without the Corporation's written
consent, engage in competitive employment at any time during the
Compensation Period. The Executive shall be deemed to engage in
competitive employment if he shall render services as an owner,
employee, officer, director, consultant or otherwise, for himself or
any employer which conducts a business or enterprise in any area where
the Corporation or affiliate of the Corporation conducts business that
competes directly or indirectly with the Corporation or affiliate of
the Corporation.
(d) The Executive shall not, during the Compensation Period,
directly or indirectly, for himself or on behalf of any other person,
partnership, company or corporation, induce or attempt to induce any
employee of the Corporation to leave the employ of the Corporation, or
in any way interfere with the relationship between the
Corporation and an employee of the Corporation except in the proper
exercise of the Executive's authority.
(e) In the event that the Executive shall refuse to provide
consulting services in accordance with paragraph (a) of this Section,
or shall materially violate the terms and conditions of paragraph (b)
or (c) of this Section, the Corporation may, at its election,
terminate the Compensation Period and Continuation Benefits to the
Executive. The Corporation may also initiate any form of legal action
it may deem appropriate seeking damages or injunctive relief with
respect to any material violations of paragraph (a), (b) or (c) of
this Section.
(f) The Committee shall be responsible for determining whether
the Executive shall have violated this Section 7, and all such
determinations shall be final and conclusive. Upon the request of the
Executive, the Committee will provide an advance opinion as to whether
a proposed activity would violate the provisions of paragraph (c) of
this Section.
8. Death and Disability. In the event that, during the term of this
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Agreement or during the Compensation Period, the Executive shall die or
shall become entitled to benefits under the Corporation's Long-Term
Disability Plan, this Agreement shall thereupon terminate and neither the
Executive nor any other person shall have any further rights or benefits
hereunder (including any rights to Continuation Benefits). All rights
pertaining to stock options and restricted stock awards held by the
Executive as of the date of his death or disability shall be governed by
the terms of such stock options and restricted stock awards (and applicable
plans).
9. Other Severance Benefits. Except as provided in Section 4 of this
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Agreement, the Executive shall not be entitled to any other form of
severance benefits, including benefits otherwise payable under any of the
Corporation's regular severance plans or policies, irrespective of the
circumstances of his termination of employment. The Executive agrees that
the payments and benefits provided hereunder, subject to the terms and
conditions hereof, shall be in full satisfaction of any rights which he
might otherwise have or claim by operation of law, by implied contract or
otherwise, except for rights which he may have under employee benefit
plans of the Corporation or other individual written contracts with the
Corporation.
10. Change of Control.
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(a) Notwithstanding any other provision of this Agreement, if the
Executive voluntarily terminates his employment for any reason, or he
is involuntarily terminated, except pursuant to Section 6 (Termination
for Cause), during the period beginning on the date of a Change of
Control (as defined in Section 10(b) herein) and ending on the third
anniversary of such
date, then in either event the Executive shall be entitled to receive
the Continuation Benefits described in Section 4 for a period of three
years beginning with the date of such termination (without regard to
the Executive's Normal Retirement Date or the last date this Agreement
could terminate).
(b) For the purposes herein, a "Change of Control" shall be
deemed to have occurred on the earliest of the following dates:
(i) The date any entity or person shall have become the
beneficial owner of, or shall have obtained voting control over,
thirty (30%) percent or more of the outstanding Common Stock of the
Corporation;
(ii) The date the shareholders of the Corporation approve
a definitive agreement (A) to merge or consolidate the Corporation
with or into another corporation, in which the Corporation is not the
continuing or surviving corporation or pursuant to which any shares of
Common Stock of the Corporation would be converted into cash,
securities or other property of another corporation, other than a
merger of the Corporation in which holders of Common Stock immediately
prior to the merger have the same proportionate ownership of Common
Stock of the surviving corporation immediately after the merger as
immediately before, or (B) to sell or otherwise dispose of
substantially all the assets of the Corporation; or
(iii) The date there shall have been a change in a majority
of the Board of Directors of the Corporation within a twelve month
period unless the nomination for election by the Corporation's
shareholders of each new director was approved by the vote of two-
thirds of the directors then still in office who were in office at the
beginning of the twelve month period.
For the purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such term
is defined in Section13(d)(3) or Section 14(d)(2) of the Exchange Act,
other than the Corporation, a subsidiary of the Corporation or any employee
benefit plan(s) sponsored or maintained by the Corporation or any
subsidiary thereof, and the term "beneficial owner" shall have the meaning
given the term in Rule 13d-3 under the Exchange Act.
(c) (i) In the event it shall be determined that any payment,
benefit or distribution (or combination thereof) by the Corporation or
one or more trusts established by the Corporation for the benefit of
its employees, to or for the benefit of the Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this
Agreement, or otherwise) (a "Payment") would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1996, as
amended (the "Code"), or any interest or penalties are incurred by the
Executive with respect to such excise tax
(such excise tax, together with any such interest and penalties,
hereinafter collectively referred to as the "Excise Tax"), the
Executive shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed
with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto)
and the Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.
(ii) Subject to the provisions of Section 10(c)(iii), all
determinations required to be made under this Section 10, including
whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at
such determination, shall be made by a nationally recognized certified
public accounting firm designated by the Executive (the "Accounting
Firm") which shall provide detailed supporting calculations both to
the Corporation and the Executive within fifteen business days of the
receipt of notice from the Executive that there has been a Payment, or
such earlier time as is requested by the Corporation. In the event
that the Accounting Firm is serving as accountant or auditor for an
individual, entity or group effecting the change in ownership or
effective control (within the meaning of Section 280G of the Code),
the Executive shall appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder). All
fees and expenses of the Accounting Firm shall be borne solely by the
Corporation. Any Gross-Up Payment, as determined pursuant to this
Section 10, shall be paid by the Corporation to the Executive within
five days after the receipt of the Accounting Firm's determination. If
the Accounting Firm determines that no Excise Tax is payable by the
Executive, it shall so indicate to the Executive in writing. Any
determination by the Accounting Firm shall be binding upon the
Corporation and the Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Corporation
should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the
Corporation exhausts its remedies pursuant to Section 10(c)(iii) and
the Executive thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Corporation to or for the benefit of the
Executive.
(iii) The Executive shall notify the Corporation in writing
of any claim by the Internal Revenue Service that, if successful,
would require the payment by the Corporation of the Gross-Up Payment.
Such
notification shall be given as soon as practicable but no later than
ten business days after the Executive is informed in writing of such
claim and shall apprise the Corporation of the nature of such claim
and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-
day period following the date on which it gives such notice to the
Corporation (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the
Corporation notifies the Executive in writing prior to the expiration
of such period that it desires to contest such claim, the Executive
shall:
(A) give the Corporation any information
reasonably requested by the Corporation relating to such claim;
(B) take such action in connection with
contesting such claim as the Corporation shall reasonably request
in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an
attorney reasonably selected by the Corporation;
(C) cooperate with the Corporation in good faith
in order to effectively contest such claim; and
(D) permit the Corporation to participate in any
proceedings relating to such claim; provided, however, that the
Corporation shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the
Executive harmless, on an after-tax basis, for any Excise Tax or
income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment
of costs and expenses. Without limitation on the foregoing
provisions of this Section 10(c)(iii), the Corporation shall
control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such claim and may, at
its sole option, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate
courts, as the Corporation shall determine; provided, however,
that if the Corporation directs the Executive to pay such claim
and sue
for a refund, the Corporation shall advance the amount of such
payment to the Executive, on an interest-free basis, and shall
indemnify and hold the Executive harmless, on an after-tax basis,
from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such
advance or with respect to any imputed income with respect to
such advance; and provided, further, that if the Executive is
required to extend the statute of limitations to enable the
Corporation to contest such claim, the Executive may limit this
extension solely to such contested amount. The Corporation's
control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or
any other taxing authority.
(iv) If, after the receipt by the Executive of an amount
advanced by the Corporation pursuant to Section 10(c)(iii), the
Executive becomes entitled to receive any refund with respect to such
claim, the Executive shall (subject to the Corporation's complying
with the requirements of Section 10(c)(iii)) promptly pay to the
Corporation the amount of such refund (together with any interest paid
or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by Company pursuant to
Section 10(c)(iii), a determination is made that the Executive shall
not be entitled to any refund with respect to such claim and the
Corporation does not notify the Executive in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after
such determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such advance shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be
paid.
11. Release and Waiver of Claims. In consideration of any
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Continuation Benefits the Corporation provides to the Executive under this
Agreement, the Executive upon termination of employment with the
Corporation shall execute a separate release and waiver of claims in a form
acceptable to the Corporation. The Executive shall not be eligible for any
Continuation Benefits until he has executed such release and waiver of
claims.
12. Notices. All notices hereunder shall be in writing and deemed
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properly given if delivered by hand and receipted or if mailed by
registered mail, return receipt requested. Notices to the Corporation
shall be directed to the Secretary of the Corporation with a copy directed
to the Corporation's General Counsel. Notices to the Executive shall be
directed to his last known address. Notice may not be provided by e-mail.
13. Miscellaneous.
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(a) The waiver, whether express or implied, by either party of a
violation of any of the provisions of this Agreement shall not operate
or be construed as a waiver of any subsequent violation of any such
provision.
(b) No right, benefit or interest hereunder shall be subject to
assignment, encumbrance, charge, pledge, hypothecation or set off in
respect of any claim, debt or obligation, or similar process.
(c) This Agreement may not be amended, modified or canceled
except by written agreement of the parties.
(d) Words used in this Agreement in the singular shall include
the plural, and the plural shall include the singular and words in the
feminine or masculine shall include the masculine and feminine,
respectively, and the neuter.
(e) In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, the
remaining provisions of this Agreement shall remain in full force and
effect to the fullest extent permitted by law.
(f) This Agreement shall be binding upon and inure to the
benefit of the Executive and the Corporation, and their respective
heirs, successors and assigns.
(g) No benefit or promise hereunder shall be secured by any
specific assets of the Corporation. The Executive shall have only the
rights of an unsecured general creditor of the Corporation in seeking
satisfaction of such benefits or promises.
(h) This Agreement shall be governed by the construed in
accordance with the laws of the State of North Carolina.
(i) This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the matters
covered hereby, and replaces any predecessor employment agreement
between the parties hereto, and any such predecessor agreement shall
be deemed terminated and neither party thereto shall have any rights
or obligations thereunder.
IN WITNESS WHEREOF, this Agreement has been executed by or in behalf of the
parties hereto as of the date first above written.
WACHOVIA CORPORATION
By: _______________________________________
Chief Executive Officer
Attest:
______________________________
Secretary
[Corporate Seal]
______________________________________ (Seal)
Robert S. McCoy, Jr.