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EXHIBIT 10.3
WACHOVIA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING
BENEFIT EQUALIZATION PLAN
Section 1. Name and Purpose. The name of this plan is
Wachovia Corporation Retirement Savings and Profit-Sharing Benefit Equalization
Plan (the "Plan"). The purpose of the Plan is to help motivate and retain
dedicated and continued service of selected management employees of Wachovia
Corporation and its affiliates ("Wachovia") by protecting such employees from
the loss of benefits under the Retirement Savings and Profit-Sharing Plan of
Wachovia Corporation, as amended from time to time (the "RSPSP"), resulting
from application of certain statutory restrictions, and by providing benefits
comparable to those provided under the RSPSP for other eligible employees whose
benefits are not reduced because of such restrictions. Terms used but not
defined herein, and which are defined in the RSPSP, shall have the meanings
assigned to them in the RSPSP.
Section 2. Administration. The Compensation, Nominating
and Organization Committee of Wachovia Corporation (the "Committee") shall
administer, construe and interpret the Plan, and any determination by the
Committee shall be conclusive and binding on all persons affected thereby. The
Committee may adopt and amend from time to time by-laws or rules, not
inconsistent with the provisions of the Plan. The Committee may correct errors
and, so far as practicable, may adjust any benefit or payment or credit
accordingly. No member of the Committee shall be liable for any act done or
determination made in good faith.
Section 3. Participants. The Participants in the Plan
shall be the management employees of Wachovia who are selected as Participants
by the Committee. The participation of a selected management employee in the
Plan shall be effective as of the date designated by the Committee. Each
Participant shall receive as evidence of participation in the Plan a
Certificate of Participation substantially in the form of Exhibit A hereof.
Section 4. Equalization Allocations. As of each
adjustment date under the RSPSP, the following steps shall be taken in the
order set forth below:
(a) Wachovia shall determine the amount of any
contribution then allocable to the account of the Participant under
the RSPSP but for the application of any statutory contribution
restriction applicable to the RSPSP under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). Such amount
shall be referred to herein as the Participant's "Restricted Amount."
By way of illustration and not limitation, the statutory contribution
restrictions to be taken into account in determining the Restricted
Amount of the Participant shall include the restrictions found in
Sections 401(a)(4), 401(a)(17), 401(a)(30), 401(k), 401(m), 402(g) and
415 of the Code, or any successors thereto or similar statutory
restrictions enacted in the future. In the event a contribution is
allocated to the RSPSP account of the Participant and is subsequently
distributed to the Participant or forfeited because of a statutory
contribution restriction, such distributed or forfeited amount shall
be treated for purposes of this Plan as a Restricted Amount as of the
adjustment date coincident with or next following such distribution or
forfeiture.
(b) The Restricted Amount of each Participant shall be
allocated to a book account maintained by Wachovia for the Participant
(the "Benefit Equalization Account").
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(c) Any amounts distributed from the Benefit Equalization
Account in accordance with Section 7 since the next preceding
adjustment date shall be debited.
(d) The Benefit Equalization Account of each Participant
shall be credited with an amount equivalent to interest computed by
multiplying the amount then in the Benefit Equalization Account,
excluding any Restricted Amount allocated to the Benefit Equalization
Account as of such adjustment date, by the rate determined in
accordance with the provisions of Exhibit B hereof.
Section 5. Deferral Agreement. As a condition of
participation in the Plan, each Participant shall execute a Deferral Agreement
substantially in the form of Exhibit C hereof. Pursuant to the Deferral
Agreement, the Participant shall agree to defer payment of his compensation
from Wachovia equal to the Restricted Amount described in Section 4, less the
portion of such Restricted Amount attributable to supplemental contributions by
Wachovia. The Deferral Agreement shall be executed prior to the date the
Participant first enters the Plan and shall continue in effect for each year
thereafter in which he remains a Participant.
Section 6. SERP Transfer Account. Notwithstanding the
provisions of Section 3, each employee of Wachovia who, as of January 27, 1995
(the "Termination Date"), was a participant in the South Carolina National
Corporation Supplemental Executive Retirement Plan or was a party to a
Supplemental Retirement Agreement with First Atlanta Corporation (such plan or
agreement is referred to herein as a "Predecessor SERP"), but who had not
completed ten or more years of service and attained age fifty-five, shall be a
Participant in this Plan (for purposes of this Section 6, such Participant is
referred to as a "Predecessor SERP Participant"). As of the Effective Date set
forth in Section 15, a book reserve account shall be established by Wachovia
(the "SERP Transfer Account") with respect to each Predecessor SERP
Participant. The SERP Transfer Account of each Predecessor SERP Participant
shall be credited on the Effective Date with an amount equal to the lump sum
present value (determined in accordance with the actuarial assumptions set
forth in the Retirement Income Plan of Wachovia Corporation) of the benefit
earned under the Predecessor SERP by the Predecessor SERP Participant as of the
Termination Date (the "Predecessor SERP Benefit"). The Predecessor SERP
Benefit shall equal the product of (a) multiplied by (b), where (a) is the
amount of benefit which would be payable under the terms of the Predecessor
SERP to the Predecessor SERP Participant upon retirement at the age of
sixty-two, determined by projecting service to age sixty-two and by assuming
that the final average compensation of the Predecessor SERP Participant for
purposes of the Predecessor SERP is equal to the greater of (i) his final
average compensation as of the Termination Date, or (ii) his total annualized
compensation (equal to the base rate of pay in effect on the Termination Date
and the bonuses paid with respect to 1994 under Wachovia's Senior Management
Incentive Plan and amounts deferred under any plan or arrangement with Wachovia
for the year ending on December 31, 1994), and (b) is a fraction, the numerator
of which is the number of years of service which the Predecessor SERP
Participant has completed on the Termination Date, and the denominator of which
is the number of years of service which the Predecessor SERP Participant would
have completed if he had remained an employee of Wachovia until age sixty-two.
The SERP Transfer Account of a Predecessor SERP Participant shall be fully
vested at all times. The SERP Transfer Account shall be adjusted as of each
adjustment date in the same manner as the Benefit Equalization Account as
described in Section 4, and shall be payable as described in Section 7.
Following the establishment of the SERP Transfer Account pursuant to this
Section 6, the Predecessor SERP Participant shall have no further rights or
benefits under the Predecessor SERP.
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Section 7. Payment of Benefits. The amount in the
Benefit Equalization Account or SERP Transfer Account of a Participant (the
"Participant's Benefit") shall be paid to the same person or persons as the
benefit of the Participant under the RSPSP (the "RSPSP Beneficiaries") under
one of the following options as elected by the Participant, with the consent of
the Committee, prior to the date the Participant's Benefit becomes payable
under the Plan:
(i) Installments: Payment in cash in approximately equal
monthly installments over a term certain not exceeding 15 years.
(ii) Lump Sum: Payment in cash in a single lump sum
payment.
The Participant's Benefit shall become payable at the same time his benefit
under the RSPSP becomes payable on account of retirement, termination of
service or death. In no event shall a Participant's Benefit be subject to
payment while the Participant is in service. A Participant's election as to
the form of the payment of the Participant's Benefit shall be made in the same
manner and at the same time as his election is made as to the form of the
payment of benefits under the RSPSP. If a Participant fails to elect one of
the foregoing distribution options, the Participant's Benefit shall be paid in
the same manner as his benefit under the RSPSP. At any time prior to the death
of a Participant, the Participant may elect (which election shall be subject to
change at any time upon notice in writing by the Participant to the Committee)
for any payments hereunder following his death to be made to a person or
persons other than the RSPSP Beneficiaries, in which event such payments shall
be made to such other person or persons in the same manner and at the same time
as such payments would have been made to the RSPSP Beneficiaries pursuant to
this Section 7. Such election shall be made by the Participant in writing on a
form provided by the Committee.
Section 8. Expenses of Administering Plan. All expenses
of administering the Plan shall be borne by Wachovia and no part thereof shall
be charged against the benefit of any Participant.
Section 9. Termination or Amendment of Plan. The
Committee may at any time terminate the Plan as applied to any one or more
Participants, or amend the Plan in any respect, except that any termination or
amendment of the Plan shall not affect rights to payments hereunder with
respect to any Participant to the extent of amounts then in his Benefit
Equalization Account or SERP Transfer Account (subject to the credits and
debits as provided in Section 4 until the Participant's Benefit is fully
distributed), unless the Participant shall consent thereto in writing.
Section 10. Assignment. The right of a Participant or
any other person to the payment of benefits hereunder shall not be assigned,
transferred, pledged or encumbered, except for transfers on account of death of
the recipient thereof.
Section 11. No Trust; Unsecured Interest. Nothing
contained in the Plan and no action taken pursuant to the provisions of the
Plan shall create or shall be construed as creating a trust of any kind, nor a
fiduciary relationship between Wachovia and any Participant, any Participant's
designated beneficiaries, or any other person. Any amounts which are or may be
set aside in deferred expense accounts to cover expenditures anticipated under
the provisions of the Plan shall continue for all purposes to be a part of the
general funds of Wachovia, and no person other than Wachovia shall, by virtue
of the provisions of the Plan, have any interest
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in such funds. To the extent that any person acquires a right to receive
payments from Wachovia under the Plan, such right shall be no greater than the
right of any unsecured general creditor of Wachovia.
Section 12. Facility of Payment. Notwithstanding any
other provisions hereof, if any person entitled to receive payments hereunder
(the "recipient") shall be physically or mentally or legally incapable of
receiving or acknowledging receipt of any benefit payable hereunder, Wachovia,
upon the receipt of satisfactory evidence that another person or institution is
maintaining the recipient and that no guardian or committee has been appointed
for the recipient, may cause such benefit otherwise payable to the recipient to
be made to such person or institution so maintaining the recipient.
Section 13. Predecessor Plan. Effective January 1, 1993,
Wachovia implemented the Wachovia Corporation Retirement Savings and
Profit-Sharing Benefit Equalization Plan (the "Predecessor Plan") for the
purpose of protecting selected key executives from certain potential reductions
in benefits to which they would otherwise be entitled under the RSPSP. This
Plan provides identical protection (as well as additional protections) to such
key executives and to other employees of Wachovia, and thus implementation of
this Plan eliminates the need for the Predecessor Plan. Accordingly, as of the
Effective Date of this Plan the Predecessor Plan shall be terminated, all
participants in the Predecessor Plan shall automatically become Participants in
this Plan as of the Effective Date, the Benefit Equalization Accounts of such
participants under the Predecessor Plan shall become their respective Benefit
Equalization Accounts under this Plan as of the Effective Date, and the
participants in the Predecessor Plan shall thereupon have no further rights or
benefits under the Predecessor Plan.
Section 14. Construction. The provisions of the Plan
shall be construed and enforced according to the laws of the State of North
Carolina.
Section 15. Effective Date. This Plan shall be effective
on and after the 27th day of January, 1995.
WACHOVIA CORPORATION
By:/s/ L.M. Baker, Jr.
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Chief Executive Officer
Attest:
By:/s/ Alice Washington Grogan
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Secretary
[Corporate Seal]
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Exhibit A
WACHOVIA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING
BENEFIT EQUALIZATION PLAN
Certificate of Participation
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THIS IS TO CERTIFY that____________________________, a key
executive of Wachovia Corporation or its affiliates, has been approved by the
Compensation, Nominating and Organization Committee of the Board of Directors
of Wachovia Corporation as a Participant in the Wachovia Corporation Retirement
Savings and Profit-Sharing Benefit Equalization Plan (the "Plan"), a copy of
which is attached hereto. Participation by the executive is effective on and
after January 27, 1995. A SERP Transfer Account shall be established for the
executive pursuant to Section 6 of the Plan. Participation in the Plan by the
executive and all rights of the executive under the Plan are subject to the
terms and conditions of the Plan.
WACHOVIA CORPORATION
By: _____________________________
Chief Executive Officer
The undersigned acknowledges participation in the Plan and accepts and agrees
to the terms and conditions of the Plan. This the ______ day of
______________________, 19___.
__________________________________
Participant
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Exhibit B
WACHOVIA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING
BENEFIT EQUALIZATION PLAN
Computation of Amounts Equivalent to Interest
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With respect to each calendar month during which a deferred
compensation account balance exists, the Long-Term Applicable Federal Rate for
the month shall be the rate used to compute the amount equivalent to interest
credited for the month. The computed equivalent to interest shall be equal to
the Long-Term Applicable Federal Rate for the month applied to the average
daily balance in the account for the month multiplied by a ratio, the numerator
of which is the number of days in the month and the denominator of which is the
number of days in the year.
Long-Term Applicable Federal Rate
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The Long-Term Applicable Federal Rate shall be the rate as
defined by Internal Revenue Code Section 1274(d) which is published each month
in a Revenue Ruling issued by the Internal Revenue Service. The Long-Term
Applicable Federal Rate is determined monthly by the Internal Revenue Service
on the basis of the average market yield on outstanding marketable long-term
obligations of the United States.
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EXHIBIT C
WACHOVIA CORPORATION
RETIREMENT SAVINGS AND PROFIT-SHARING
BENEFIT EQUALIZATION PLAN
Equalization Deferral Agreement
I acknowledge that, as an eligible employee of Wachovia
Corporation or its affiliates, I have elected to participate in the Retirement
Savings and Profit-Sharing Plan of Wachovia Corporation (the "RSPSP"). I
understand that the amount of my pre-tax or after-tax contributions which I have
elected to contribute to the RSPSP, as well as contributions to my account
from Wachovia, may be reduced because of statutory contribution limitations
applicable to the RSPSP under the Internal Revenue Code. In that event, I
understand that the Wachovia Retirement Savings and Profit-Sharing Benefit
Equalization Plan (the "Equalization Plan") allows me to defer the receipt of
the portion of my compensation which is subject to a statutory contribution
restriction under the RSPSP. The purpose of this agreement is to evidence my
election to defer such amounts under the Equalization Plan. I hereby agree and
acknowledge that my participation in the Equalization Plan is subject to the
terms and conditions of the Equalization Plan and hereby agree to abide by and
be bound to the terms thereof.
I. ELECTION OF DEFERRAL
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I hereby elect to defer under the Equalization Plan the
remaining amount of any Elective (pre-tax) or Participant (after-tax)
Contributions which I have elected to make under the RSPSP but are in
excess of the allowable maximum contribution limits under the RSPSP.
This election shall be effective with respect to compensation earned
in pay periods beginning on or after the date of this agreement and
shall remain in effect for subsequent years until modified or
cancelled in writing.
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II. PAYMENT OF BENEFITS
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I understand that I have a nonforfeitable interest in amounts
credited to my Benefit Equalization Account under the Equalization
Plan.
I understand that payment of benefits from the Equalization
Plan shall be made at the same time and in the same manner as payments
are made from the RSPSP, except that these amounts shall not be
eligible for in-service withdrawals or loans.
I further understand that all amounts deferred, together with
amounts credited thereon, shall remain assets of Wachovia Corporation
and subject to the general creditors of Wachovia Corporation until
these assets are distributed to me in accordance with the provisions
of the Equalization Plan. I understand that my right to receive
payments from Wachovia Corporation under this Deferral Agreement is no
greater than the right of an unsecured general creditor of Wachovia
Corporation.
IN WITNESS WHEREOF, the Company and I have entered into this
agreement as of the ________ day of _______________________, 19__.
Employee: _________________________________________________
Type or Print Name
_________________________________________________
Signature
Wachovia Corporation:
By: _________________________________________________
Secretary
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