CENTURA BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
UNDER THE
CENTURA BANKS, INC. OMNIBUS SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
THIS AGREEMENT, made effective this 14 day of May, 1996, by and among
Centura Banks, Inc., a North Carolina corporation having its principal place of
business in Rocky Mount, North Carolina ("Centura"), Centura Bank (the "Bank"),
a subsidiary of Centura, and William H. Wilkerson ("Participant"), an employee
of the Bank.
W I T N E S S E T H:
WHEREAS, Participant is a valued employee of the Bank and as such, has
performed his duties in a capable and efficient manner, resulting in substantial
growth and progress to the Bank; and
WHEREAS, the Participant is expected to perform valuable services in
the future which shall be of special importance to the Bank and for which it
would be difficult for the Bank to find a suitable replacement; and
WHEREAS, Participant has previously been determined eligible to receive
benefits under one or more of the Planters National Bank and Trust Company Key
Executive Supplemental Benefit Agreement, as assumed by Centura Banks, Inc. (the
"KESBA"), the Peoples Bancorporation Supplemental Executive Retirement Plan, as
assumed by Centura Banks, Inc. (the "Peoples SERP"), or the Planters National
Bank and Trust Company Excess Benefit Plan, which was assumed, amended, restated
and renamed by Centura as the Centura Banks, Inc. Excess Benefit Plan (the
"Excess Benefit Plan"); and
WHEREAS, Centura has established the Centura Banks, Inc. Omnibus
Supplemental Executive Retirement Plan (the "Omnibus SERP"), the terms of which
Omnibus SERP, as restated effective as of April 1, 1996, are incorporated herein
by reference; and
WHEREAS, Participant has previously entered into a SERP Agreement dated
April 5, 1994 and has obtained thereunder certain rights and benefits under the
Omnibus SERP in exchange for the relinquishment of all his rights under the
KESBA, Peoples SERP, and Excess Benefit Plan; and
WHEREAS, Participant now wishes to relinquish his rights and benefits
under the SERP Agreement dated April 5, 1994, subject to certain reinstatement
provisions, in exchange for benefits described hereunder;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto hereby agree as follows:
1. RETIREMENT BENEFITS. Participant may elect Early Retirement at
any time during the ninety (90) day period beginning on his
58th birthday (the "Election Period"). Participant shall not
be entitled to Retirement benefits hereunder unless he elects
Early Retirement and actually retires during the Election
Period.
Subject to the provisions of this Agreement and the Omnibus
SERP, upon Participant's Early Retirement during the Election
Period, Participant shall receive a monthly Retirement benefit
equal to (a) minus (b) minus (c) minus (d) below:
(a) An amount equal to seventy percent (70%) of
Participant's Final Average Monthly Compensation.
"Final Average Monthly Compensation" means 1/12th of
the Annual Compensation payable to Participant as of
his termination of employment. "Annual Compensation"
means Participant's total compensation to be reported
on his Form W-2, annualized on the basis of rate of
pay as of Participant's termination of employment,
including bonuses and salary reduction contributions
to deferred compensation or other plans maintained by
Centura; less
(b) An amount equal to Participant's monthly pension
benefit under the Qualified Plan. For this purpose,
Participant's monthly pension benefit under the
Qualified Plan shall be calculated in accordance with
the terms of the Qualified Plan as in effect on
Participant's Retirement Date, in the form of a life
annuity, payable monthly commencing at the same time
as the Retirement Benefits hereunder; less
(c) An amount equal to Participant's monthly supplemental
pension benefit under Article VII of the Omnibus SERP
and Section 4 of this Agreement. For this purpose,
Participant's monthly supplemental pension benefit
shall be calculated in the same manner as his monthly
pension benefit under the Qualified Plan; less
(d) Commencing on Participant's 62nd birthday, an amount
equal to Participant's primary Social Security
benefit payable under the Old Age Survivors and
Disability Insurance (Social Security Act). For this
purpose, it shall be assumed that Participant's
Social Security benefit payments commence at age 62,
notwithstanding any election by Participant to delay
such payments.
Participant's Retirement benefit shall commence as of the
first day of the month coinciding with or next following his
Retirement Date, and shall continue for two hundred and forty
(240) months.
2
2. DEATH BENEFITS. If Participant dies at any time before
electing Early Retirement under Section 1 and while actively
employed as a full-time officer of the Bank, Participant's
beneficiary shall receive two hundred and forty (240) monthly
payments equal to twenty-five percent (25%) of Participant's
Final Average Monthly Compensation, commencing as of the first
day of the month coinciding with or next following
Participant's death. Participant's beneficiary will not be
entitled to any death benefits under this Agreement if
Participant dies by committing suicide within two years from
the date of becoming a Participant under the Omnibus SERP and
this Agreement.
If Participant's beneficiary dies before the end of the death
benefit payment period specified hereunder, the remaining
payments due under this Agreement shall be paid to the
beneficiary's estate in a lump sum payment equivalent in value
to the remaining death benefit payments. If Participant's
beneficiary predeceases Participant and Participant does not
thereafter designate a new beneficiary, upon Participant's
death a lump sum equivalent in value to the death benefit
payments hereunder shall be paid to Participant's estate.
3. DISABILITY BENEFITS. If, prior to Participant's electing Early
Retirement under Section 1 and after Participant has completed
at least ten (10) years of employment with the Bank,
Participant's employment with the Bank is terminated as a
result of Disability, Participant shall receive a monthly
Disability benefit hereunder, payable for a period of two
hundred and forty (240) months. The monthly Disability benefit
shall equal (a) minus (b) minus (c) minus (d) minus (e) below:
(a) Seventy percent (70%) of Participant's Final Average
Monthly Compensation; less
(b) An amount equal to Participant's monthly pension
benefit under the Qualified Plan. For this purpose,
Participant's monthly pension benefit under the
Qualified Plan shall be calculated in accordance with
the terms of the Qualified Plan as in effect on the
date Participant commences receiving benefits under
the Qualified Plan, in the form of a life annuity,
payable monthly commencing at the same time as
Participant commences receiving any benefits under
the Qualified Plan; less
(c) An amount equal to Participant's monthly supplemental
pension benefit under Article VII of the Omnibus SERP
and Section 4 of this Agreement. For this purpose,
Participant's monthly supplemental pension benefit
shall be calculated in the same manner as his monthly
pension benefit under the Qualified Plan; less
3
(d) An amount equal to Participant's primary Social
Security benefit payable under the Old Age Survivors
and Disability Insurance (Social Security Act). For
this purpose, it shall be assumed that Participant's
Social Security benefit payments commence at the time
Disability benefits commence hereunder,
notwithstanding any election by Participant to delay
such payments; less
(e) The amount of any monthly disability benefit payable
to the Participant under any group or individual
disability income policy sponsored by the Bank or
Centura.
In the event Disability benefit payments terminate pursuant to
subsections (a), (b) or (c) of Section 6.3 of the Omnibus SERP
and before Participant has received two hundred and forty
(240) monthly payments under this Section 3, the remaining
payments shall be recharacterized as Retirement or death
benefits and shall be paid to Participant (or his beneficiary
or estate in accordance with Section 1 or 2 of this Agreement,
as the case may be) provided that the amount of each payment
to Participant shall continue to be governed by this Section
3, and provided further that the amount of any payment
recharacterized as a death benefit shall be equal to the last
payment made to Participant before his death.
4. EXCESS BENEFITS. Participant shall be entitled to Excess
Benefits pursuant to Article VII of the Omnibus SERP.
5. DESIGNATION OF BENEFICIARIES. The Participant shall designate
his or her beneficiary(ies) on the Beneficiary Designation
Form attached hereto and made a part hereof.
6. CHANGE IN CONTROL. Upon a change in control, as defined in
Section 8.3 of the Omnibus SERP, the Participant's rights and
accrued benefits under the Omnibus SERP and this Agreement
shall be fully vested.
7. TERMINATION OF EMPLOYMENT AND FORFEITURE. Prior to the
occurrence of a change in control, as defined in Section 8.3
of the Omnibus SERP, Centura and the Bank may terminate the
Participant's employment in the event the Committee and the
Chief Executive Officer of Centura determine, in their
discretion, that the Participant has performed poorly in the
exercise of his duties on behalf of Centura and/or the Bank,
and upon such termination the Participant shall forfeit all
rights and benefits under this Agreement, except those
benefits provided pursuant to Section 4 above and Article VII
of the Omnibus SERP.
8. PLAN TERMINATION. In the event of the termination of the Plan,
pursuant to Section 14.6 of the Plan, prior to the
Participant's death, Retirement or Disability under Sections
1, 2 or 3 hereof, the Participant shall become fully vested in
his Retirement
4
Benefits under Section 1 of this Agreement, and shall become
entitled to payment in a lump sum of the actuarial equivalent
of his Retirement Benefits under Section 1 and his Excess
Benefits under Section 4, determined using the Discount Rate
and payable as soon as administratively possible after the
termination of the Plan. In the event of the termination of
the Plan, pursuant to Section 14.6 of the Plan, after benefit
payments have commenced hereunder, the Participant (or his
beneficiaries) shall become entitled to payment in a lump sum
of the actuarial equivalent of the remaining payments due
hereunder, determined using the Discount Rate and payable as
soon as administratively possible after the termination of the
Plan.
9. GENERAL PROVISIONS.
(a) This Agreement, together with the Omnibus SERP, the
terms of which are incorporated herein by reference,
set forth all of the promises, agreements,
conditions, understandings, warranties, and
representations between the parties with respect to
the benefits described hereunder, and there are no
promises, agreements, conditions, understandings,
warranties, or representations, oral or written,
express or implied with respect to the benefits
hereunder other than as set forth in the Omnibus SERP
and this Agreement. Any modifications or any waivers
of any provision contained in this Agreement shall
not be valid unless made in writing and signed by the
person or persons sought to be bound by such waiver
or modification.
(b) All benefits hereunder shall be payable from the
general assets of the Bank. All costs or expenses in
connection with the administration of this Agreement
shall be borne by the Bank.
(c) The provisions of this Agreement are severable and if
any one or more of the provisions are determined to
be illegal or otherwise unenforceable, in whole or in
part, the remaining provisions, and any partially
unenforceable provision to the extent enforceable in
any jurisdiction, shall nevertheless be binding and
enforceable.
(d) The waiver by Centura or the Bank of a breach by the
Participant of any provision of this Agreement shall
not operate or be construed as a waiver of any
subsequent breach by the Participant.
(e) The terms and provisions of this Agreement shall be
binding upon and shall inure to the benefit of the
parties hereto and their successors and assigns,
including, without limitation, Participant's
beneficiary, the estate of Participant, as well as
the executors, administrators, and trustees of such
estate.
5
(f) Participant acknowledges that he has received, read,
and is familiar with the Omnibus SERP, which contains
certain additional provisions governing the benefits
granted hereunder. Participant further agrees to
relinquish any rights and benefits granted to him
under the SERP Agreements dated April 5, 1994 and
September 11, 1995, except to the extent provided in
subsection (j) below.
(g) The provisions of this Agreement shall be construed
in accordance with the laws of the State of North
Carolina to the extent not pre-empted by the laws of
the United States of America, including ERISA.
(h) Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meaning set
forth in the Omnibus SERP.
(i) For purposes of this Agreement, the term "Discount
Rate" means the interest rate used from time to time
for determining lump sum distributions under the
Qualified Plan for the month in which a determination
is being made.
(j) This Agreement and all benefits provided hereunder
shall expire on the 91st day after Participant's 58th
birthday unless Participant has elected Early
Retirement within the Election Period or
Participant's benefits have otherwise commenced under
Sections 2 or 3. Upon expiration of this Agreement
pursuant to this subsection, Participant's SERP
benefits shall be determined in accordance with
Participant's SERP Agreement dated April 5, 1994, a
copy of which is attached hereto. Notwithstanding the
foregoing, the provisions of Section 7 of this SERP
Agreement shall remain in effect and the
Participant's rights and benefits under his SERP
Agreement dated April 5, 1994 shall be subject to
forfeiture as provided in Section 7 of this SERP
Agreement.
*
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
CENTURA BANKS, INC.
By: /s/ Cecil W. Sewell
Cecil W. Sewell
President
ATTEST:
/s/ Jean L. Evans
Jean L. Evans
Secretary
(Corporate Seal)
CENTURA BANK
By: /s/ Cecil W. Sewell
Cecil W. Sewell
President
ATTEST:
/s/ Jean L. Evans
Jean L. Evans
Secretary
(Corporate Seal)
PARTICIPANT
/s/ William H. Wilkerson (SEAL)
William H. Wilkerson
7