EX-10(gg)  Insurance Bonus Agreement



 



Exhibit (10)(gg)


     INSURANCE BONUS AGREEMENT (the “Agreement”), dated as of December 29,
2003, among Wachovia Corporation, a North Carolina corporation, its
subsidiaries and affiliates (the “Company”), G. Kennedy Thompson (the
“Insured”) and The Thompson Family Irrevocable Trust Dated December 31, 1996
(the “Owner”).


W I T N E S S E T H:



     WHEREAS, the Owner desires to purchase a life insurance policy insuring
the life of the Insured;


     WHEREAS, the Company desires to provide the Insured with a special
bonus for work performed for the Company; and


     WHEREAS, the Company, the Insured and the Owner desire to terminate the
Split-Dollar Life Insurance Agreement among them and this Agreement is a
condition to the termination;


     NOW, THEREFORE, in consideration of the preceding and the mutual
promises made herein, the Company and the Insured agree as follows:



		
	 	     1. Purchase Of Policy. The Owner agrees that it shall apply to The
Travelers Insurance Company (together, the “Insurer”) for a policy of
insurance having the terms set forth in the attached Schedule (the
“Policy”). The Insured agrees to provide any and all information
requested by the Insurer in order for the Insurer to underwrite the
Policy, including but not limited to a medical examination and completion
of forms as requested by the Insurer.




		
	 	     2. Policy Ownership. The Owner shall be the sole owner of the
Policy and shall have all incidents of ownership in and to the Policy.




		
	 	     3. Insurance Bonus. In addition to any and all compensation paid by
the Company to the Insured for the Insured’s services, the Company shall
cause an annual insurance bonus to be paid to the Insured (or after the
Insured’s death, to his or her surviving spouse) in the amount of
Seventeen Thousand, Seven Hundred Eighty-Three Dollars and thirty-Three
Cents ($17,783.33) (the “Insurance Bonus”). While this Agreement is in
force, the Insurance Bonus will be paid during December each year,
beginning 2003. The parties agree that the Insurance Bonus is
compensation for services and that the Company may withhold any taxes
that are required to be withheld under any law, rule or regulation.




		
	 	     4. Premium Payments. The Owner agrees to pay the annual premium
on the Policy (the “Annual Premium”) when due. As a convenience to the
Insured and the Owner, the Insured directs the Company (a) to pay the
Insurance Bonus directly to the Insurer on behalf of the Owner against
the Annual Premium and (b) to the extent the Annual Premium exceeds the
amount of the Insurance Bonus after all applicable withholding, to pay
the excess out of the amount of any other compensation then owed to the
Insured. The Company shall notify the Insured of any amounts it has paid
under this Section 4, and the Owner shall pay any remainder of the Annual
Premium when due. For the avoidance of doubt, this Agreement in no way
obligates the Company to extend or maintain credit to or for the Insured
or the Owner.




		
	 	     5. Termination. This Agreement shall terminate upon the earlier of:




		
	 	     (a) The death of the Insured;




		
	 	     (b) Termination of Insured’s employment with the Company and
its subsidiaries other than as a result of (i) Insured’s Retirement
with the Company’s consent, (ii) termination by Insured for Good
Reason in accordance with the terms of the Employment Agreement,
(iii) termination by the Company for any reason other than for
Cause, or (iv) termination of the Insured’s employment due to
Long-term Disability (as defined in the Company’s Long-Term
Disability Plan); provided that this Section 5(b) shall not apply
after a Change in Control;




		
	 	     (c) The Insured’s breach of the Employment Agreement after the
Insured’s termination of employment;



 






 







		
	 	     (d) Written notice by the Company to the Insured, if the Owner
has failed to pay any portion of the Annual Premium when due or
either the Owner or the Insured has failed to comply with any other
provision of this Agreement (and, in each case, such failure has
not been cured within 30-days of the Company’s written notice to
the Insured);




		
	 	     (e) Mutual agreement by the Company and the Insured.




	 	 	Except as provided in this Section 5(b), termination of Insured’s
employment with the Company and its subsidiaries shall not affect the
party’s obligations under this Agreement.




		
	 	     6. Certain Forbearances. Notwithstanding Section 2 of this
Agreement, the Owner agrees that during the term of this Agreement that
the Owner will not (without the prior written consent of the Company):
(a) exchange or surrender any part of the Policy (for its cash value or
otherwise); (b) obtain a loan against the Policy from the Insurer; (c)
assign any part of the Policy as collateral security; (d) change the
ownership of any part of the Policy by endorsement or assignment; or (e)
request a settlement of the proceeds of the Policy under any method of
settlement other than one which is in reference to the life of the
Insured. If applicable, the Owner shall enter into an agreement with the
Insurer to effect the foregoing.




		
	 	     7. Amendment Of Agreement. The Agreement shall not be amended,
altered or modified, and no term may be waived, without the written
agreement of the Insured and the Company. The agreement of the Owner
shall not be required unless the amendment, alteration, modification or
waiver increases materially the obligations of the Owner under this
Agreement. The failure of the Company to enforce any of the provisions
of this Agreement shall in no way be construed to be a waiver of any such
provision. No waiver of any breach of this Agreement shall be held to be
a waiver of any other or subsequent breach.




		
	 	     8. Death Benefits. The Owner shall designate the beneficiary or
beneficiaries of the Policy, and the Company shall have no rights or
interest in the death proceeds payable under the Policy or in the cash
value of the Policy.




		
	 	     9. Miscellaneous. The Company and the Insured agree that (a) this
Agreement is not and shall not be construed as an employee benefit plan
subject to the Employment Retirement Income Security Act of 1974, as
amended (“ERISA”) and (b) the value of the Insured’s Insurance Bonus
shall not be considered as salary or compensation for purposes of
determining the Insured’s benefits under any of the Company’s or its
affiliates’ plans, policies or arrangements, including, but not limited
to, pension, retirement, profit sharing, bonus or severance plans or
under any agreement between the Insured and the Company or one of its
affiliates. Before making any claim under this Agreement, the Owner and
the Insured will comply with the Company’s claims procedures, which may
be obtained from the Company’s Executive Compensation Department. This
agreement shall be subject to and construed under the laws of the state
of North Carolina.




		
	 	     10. Use of Certain Definitions. Capitalized terms used herein but
not defined herein shall have the meanings ascribed to such terms in the
Employment Agreement, dated as of November 15, 1999 (the “Employment
Agreement”), by and between the Insured and the Company. This Agreement
does not constitute an amendment to the Employment Agreement.




		
	 	     11. Liability Of Insurer. The Insurer is not a party to this
Agreement and shall have no liability except as set forth in the Policy.




		
	 	     12. Liability Of the Company. The Company makes no representations
to the Insured and shall have no responsibility or liability for the tax
effects of this Insurance Bonus Agreement or any related payments under
the Policy. The Insured is solely responsible for any taxes owed as a
result of the Insurance Bonus. The Owner and the Insured represent that
they have relied on their own tax and legal advisors with respect to this
Agreement, the Insurance Bonus and the Policy.




		
	 	     13. No Third Party Beneficiaries. This Agreement shall not confer
any rights or remedies on any person other than the Company, the Insured
or the Owner.



 






 






     IN WITNESS WHEREOF, the parties hereto have executed this Insurance Bonus
Agreement on the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	WACHOVIA CORPORATION	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Charles D. Loring	 	 	 	/s/ G. Kennedy Thompson	 	 
	 	 	
	 	 	 	
	 	 
	Name: Charles D. Loring	 	 	 	Insured: G. Kennedy Thompson	 	 
	Title: Senior Vice President	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Date:	 	December 29	 	, 2003
	 	Date:
	 	December 29	 	, 2003
	 	 	


	 	 	 	 	 	
	 	 
	 	 	 	 	 	 	/s/ Wachovia Bank, N.A., Trustee	 	 
	 	 	 	 	 	 	
	 	 
	 	 	 	 	 	 	Trustee: Wachovia Bank, N.A.	 	 
	 	 	 	 	 	 	Owner: The Thompson Family Irrevocable Trust	 	 
	 	 	 	 	 	 	Dated December 31, 1996	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date:
	 	December 29	 	, 2003