SECOND ADDENDUM AND AMENDMENT
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
THIS ADDENDUM AND AMENDMENT, made effective this 24th day of December,
1998, 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 Frank L. Pattillo
("Participant"), an employee of the Bank.
WHEREAS, Centura, Bank and Participant entered into a Supplemental
Executive Retirement Agreement (the "Agreement") dated as of May 13, 1996, and
an Addendum and Amendment dated as of October 23, 1996, under the Centura Banks,
Inc. Omnibus Supplemental Executive Retirement Plan (the "Omnibus SERP"); and
WHEREAS, the parties desire to amend the provisions of the Agreement to
provide for an offset in benefits equal to amounts received by the owner or the
owner's beneficiary (the "Owner") of certain life insurance policies pursuant to
the Split Dollar Insurance Agreement between Centura Banks, Inc. and its
subsidiaries and the Participant, dated as of May 13, 1996; and
WHEREAS, the parties desire to amend the provisions of the Agreement
relating to the calculation of death and disability benefits, and the provisions
of the Agreement relating to the Social Security offset used in calculating
retirement benefits;
NOW, THEREFORE, in consideration of these premises and the mutual
agreements and understandings hereunder, the parties hereto agree as follows:
1. Section 1(d) of the Agreement shall be amended to read as follows:
"(d) Commencing on Participant's 62nd birthday, an amount equal to
Participant's primary Social Security benefit payable monthly under the
Old Age Survivors and Disability (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. Notwithstanding the foregoing, if
Participant dies after retirement benefits commence hereunder but prior
to attaining age 62, the reduction required under this paragraph (d),
if any, shall be applied beginning with the first payment subsequent to
the date Social Security benefits are first payable to the surviving
spouse or other beneficiary notwithstanding any elections by the
surviving spouse or other beneficiary to delay such payments and shall
be in the amount equal to Participant's primary Social Security benefit
payable monthly to the surviving spouse or other beneficiary under the
Social Security Act. Once a reduction for Social Security is first
determined under this paragraph (d), the amount of the reduction shall
remain fixed for all subsequent retirement payments under this Section
1."
2. Section 2 of the Agreement shall be amended to read as follows:
"2. DEATH BENEFITS. If a 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
a monthly death 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 the date of his death. "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 the date of Participant's death, including bonuses
and salary reduction contributions to deferred compensation or
other plans maintained by Centura; less
(b) An amount equal to the surviving spouse's monthly pension
benefit, if any, under the Qualified Plan. For this purpose,
the surviving spouse'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 date
of death, in the form of a life annuity, payable monthly
commencing at the same time as the death benefits hereunder;
less
(c) An amount equal to the surviving spouse's monthly
supplemental pension benefit, if any, under Article VII of the
Omnibus SERP and Section 4 of this Agreement. For this
purpose, the surviving spouse's monthly supplemental pension
benefit shall be calculated in the same manner as his monthly
pension benefit under the Qualified Plan; less
(d) An amount equal to Participant's primary Social Security
benefit payable to the surviving spouse or other beneficiary
under the Old Age Survivors and Disability Insurance (Social
Security Act). For this purpose, it shall be assumed that the
spouse or other beneficiary's Social Security benefit payments
commence at the later of (1) the time death benefits commence
hereunder, and (2) the date Social Security benefits are first
payable to the surviving spouse or other beneficiary,
notwithstanding any election by the surviving spouse or other
beneficiary to delay such payments. Once a reduction for
Social Security is first determined under this paragraph (d),
the amount of the reduction shall remain fixed for all
subsequent death benefit payments under this Section 2.
Participant's death benefit shall commence as of the first day
of the month coinciding with or next following his date of
death, and shall continue for two hundred and forty (240)
months.
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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 this
Addendum and Amendment. If Participant's beneficiary
predeceases Participant and Participant does not thereafter
designate a new beneficiary, the death benefits payable
pursuant to this Section shall be paid to Participant's
estate."
3. Section 3(d) of the Agreement shall be amended to read as follows: "(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. Once a reduction for Social
Security is first determined under this paragraph (d), the amount of
the reduction shall remain fixed for all subsequent disability benefit
payments under this Section 3; less"
4. Paragraphs (k), (l) and (m) shall be added under Section 9 of the
Agreement to read as follows:
"(k) Any amounts withdrawn from the cash surrender values of insurance
policies by the Owner thereof, and any amounts paid to the Owner or the
Owner's beneficiary by reason of the Participant's death, pursuant to
and in accordance with the Split Dollar Agreement between Centura
Banks, Inc. and its Subsidiaries and the Owner, and dated as of
December 24, 1998 (the "Split Dollar Agreement"), shall offset and
reduce, dollar for dollar, amounts payable hereunder including amount
payable under paragraph 4, above, or any amounts payable under
Participant's SERP Agreement dated April 5, 1994 (the "1994 SERP
Agreement"), pursuant to paragraph 9(j) above. Participant acknowledges
that any policies obtained under the above-referenced Split Dollar
Agreement do not fund any of the benefits to which he or his
beneficiary may become entitled under this Agreement or under the 1994
SERP Agreement and that any such policy shall not be held or deemed to
be held under any trust for the benefit of the Participant, or his
beneficiary, or to be collateral security for the performance of the
obligations of Centura or the Bank, but shall be and remain subject to
the claims of the general creditors of Centura and/or the Bank."
"(l) To the extent benefits upon the Participant's death are payable
under this Agreement or under Participant's 1994 SERP Agreement, in a
form other than a single lump sum payment, the offset and reduction
required by paragraph 9(k) above shall be based on the lump sum
actuarial equivalent of any remaining installment or annuity payments
due hereunder or under the 1994 SERP Agreement, determined using the
Discount Rate. The Owner's death benefits paid to the Owner or the
Owner's beneficiary under the terms of the Split Dollar Agreement shall
offset and reduce the amount of each remaining installment or annuity
payment due hereunder or under the 1994 SERP
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Agreement, in direct proportion to the offset and reduction to the lump
sum actuarial equivalent."
"(m) In accordance with Section 3.3 of the Omnibus SERP, the Committee
shall have the exclusive right to interpret, construe and administer
the Omnibus SERP and this Agreement. The Committee's authority and
responsibility shall include, and shall not be limited to, the
calculation of any offsets provided under the terms of Sections 1, 2, 3
or 4 hereunder."
5. This Second Addendum and Amendment shall be construed as an amendment of the
Agreement, effective as if its provisions had been included as part of the
original Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Second Addendum
and Amendment to be executed as of the day and year first above written.
CENTURA BANKS, INC.
By: /s/ William W. Wilkerson
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Authorized Officer
ATTEST:
/s/ Lynn O. Parrish
- ----------------------------------
Secretary
(Corporate Seal)
CENTURA BANK
By: /s/ William W. Wilkerson
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Authorized Officer
ATTEST:
/s/ Lynn O. Parrish
- ----------------------------------
Secretary
(Corporate Seal)
PARTICIPANT
/s/ Frank L. Pattillo . (SEAL)
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