CENTURA BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
UNDER THE
CENTURA BANKS, INC. OMNIBUS SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
This AGREEMENT, made effective this 5th day of April, 1994, 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 Howard K. Landis, III ("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 are incorporated herein by reference; and
WHEREAS, Centura now deems it advisable to offer to Participant certain
rights and benefits under the Omnibus SERP and this Agreement in exchange for
the relinquishment by Participant 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 KESBA, Peoples SERP, and Excess Benefit Plan in exchange for benefits
under the Omnibus SERP, as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto hereby agree as follows:
1. RETIREMENT BENEFITS. Upon Participant's Normal Retirement, Participant
shall receive an annual Retirement benefit equal to $9,988, payable in
equal monthly payments for a period of fifteen (15) years.
Participant may elect Early Retirement between the
ages of 60 and 65 after Participant has completed at least ten
(10) years of employment with the Bank. Upon Participant's
Early Retirement, Participant shall receive an annual
Retirement benefit amount payable monthly for a period of
fifteen (15) years. The annual Early Retirement benefit shall
be determined as follows:
Age at Retirement % of Normal Retirement Benefit Amount
----------------- -------------------------------------
64 95%
63 90%
62 85%
61 80%
60 75%
2. DEATH BENEFITS. If Participant dies before his Retirement and while
actively employed as a full-time officer of the Bank, Participant's
beneficiary shall receive an annual death benefit equal to twenty-five
percent (25%) of Participant's base salary at the time of his death,
payable in equal monthly payments for a period of ten (10) years
beginning on the first day of the month coinciding with or next
following Participant's date of 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 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. The lump sum
equivalent shall be computed using the Discount Rate in effect at the
time of computation.
3. DISABILITY BENEFITS. If, prior to Retirement 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 an annual Disability benefit
payable monthly in an amount equal to (a) minus (b) minus (c) minus (d)
below:
(a) Sixty percent (60%) of Participant's Final Average Monthly
Compensation. "Final Average Monthly Compensation" shall mean
one-sixtieth (1/60) of Participant's total annual calendar
year earnings paid
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by the Bank to Participant reported on his W-2 form, and
including any earnings Participant may defer under any other
retirement plans sponsored by Centura or the Bank, paid for
the five (5) calendar years prior to his Disability, less
(b) The amount of Participant's monthly pension benefit payable
under the Normal Form (life annuity) of benefit, as of the
first day of the month following his termination of employment
or Disability, computed under the Pension Plan for the
Employees of Centura Banks, Inc. or such successor plan with a
comparable benefit, less
(c) The amount of Participant's primary monthly Social Security
benefit payable under the Old Age Survivors and Disability
Insurance (Social Security Act) as payable as of the first day
of the month in which the Disability benefit commences
(subsequent Social Security benefit increases shall not affect
the amount of this offset), less
(d) 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.
Disability benefit payments shall terminate as provided in the Omnibus
SERP.
Should Participant qualify for and receive Disability benefits
hereunder until he attains age 65 or his earlier recovery date, he
shall qualify for an adjusted Normal Retirement benefit payable monthly
for 15 years after attaining age 65. The amount of the adjusted
Retirement benefit shall equal the Normal Retirement benefit shown in
Section 1, multiplied by a fraction (not to exceed 1.0), the numerator
of which is the number of Participant's actual Years of Credited
Service as of his termination on account of Disability, and the
denominator of which is Participant's maximum possible number of Years
of Credited Service as of the date he would attain age 65. The
definition of "Years of Credited Service" shall be the same as in the
Pension Plan for the Employees of Centura Banks, Inc. (or any successor
plan).
1. EXCESS BENEFITS. The Excess Benefit provisions of Article VII of the
Omnibus SERP
_________ Apply to Participant.
_________ Do not apply to Participant.
2. DESIGNATION OF BENEFICIARIES. The Participant shall designate his or
her beneficiary(ies) on the Beneficiary Designation Form attached
hereto and made a part hereof.
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3. 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 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.
(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 KESBA, Peoples SERP, and/or Excess Benefit Plan in exchange
for the benefits provided hereunder and under the Omnibus SERP.
(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.
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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/ Frank L. Pattillo
-----------------------------------
President
ATTEST:
/s/ Melba W. Smith
- -------------------------------
Secretary
(Corporate Seal)
CENTURA BANK
By: /s/ Leslie Rutledge Jr.
-----------------------------------
President
ATTEST:
/s/ Melba W. Smith
- -------------------------------
Secretary
(Corporate Seal)
PARTICIPANT
By: /s/ Howard K. Landis, III
-----------------------------(SEAL)
Howard K. Landis, III
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CENTURA BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
BENEFICIARY DESIGNATION FORM
As Beneficiary to receive any death benefits payable on my behalf under that
certain Centura Banks, Inc. Supplemental Executive Retirement Agreement, dated
as of _______________ (the "Agreement"), I designate the following:
PRIMARY BENEFICIARY(IES)
Enter Name(s), Social Security Number(s), Relationship(s) and
Address(es) of Primary Beneficiary(ies):
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SECONDARY BENEFICIARY(IES)
Enter Name(s), Social Security Number(s), Relationship(s) and
Address(es) of Secondary Beneficiary(ies):
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Name of Spouse if not given above:______________________________________________
I reserve the right to change at any time the designation above by written
notice. The change shall be effective on the date such written notice is
received and acknowledged by Centura.
Payment of any amount becoming due by reason of my death shall be made to my
primary beneficiary (or equally to my primary beneficiaries if more than one)
who survives me and is living on the date payment becomes due; or if my primary
beneficiary does not survive me, to my secondary beneficiary (or equally to my
secondary beneficiaries if more than one) who survives me and is living on the
date payment becomes due.
I understand that if my primary and secondary beneficiaries do not survive me or
if I do not name a beneficiary, any benefits due in the event of my death will
be paid according to the terms of the Omnibus SERP and the Agreement.
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- ----------------------------------- ---------------------------------------
Date Participant's Signature
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