EX-10(ff)  Split-Dollar Life Insurance Termination



 



Exhibit (10)(ff)



		
	 	          SPLIT-DOLLAR LIFE INSURANCE TERMINATION AGREEMENT, dated as of
December 29, 2003 (this “Agreement”), among WACHOVIA CORPORATION, a North
Carolina corporation, its subsidiaries and affiliates (the
“Corporation”), G. Kennedy Thompson (the “Insured”) and The Thompson
Family Irrevocable Trust Dated December 31, 1996 (the “Owner”).



WITNESSETH:




		
	 	          WHEREAS, the Corporation, the Insured and the Owner desire to
terminate the Split-Dollar Life Insurance Agreement among them; and




		
	 	     WHEREAS, as a condition to and together with the parties executing
this Agreement, Wachovia Corporation (“Wachovia”), the Insured and the
Owner are executing an Insurance Bonus Agreement, dated the same date as
this Agreement (the “Insurance Bonus Agreement”);




		
	 	     NOW, THEREFORE, in consideration of the mutual promises made herein,
the parties agree as follows:




		
	 	     1. Termination of the Agreement. The Split-Dollar Life
Insurance Agreement, dated as of December 19, 1996, among the
Corporation, the Insured and the Owner (the “Split-Dollar
Agreement”) is hereby terminated. The Insured and the Owner
authorize the Corporation, Wachovia and their respective
representatives to take all actions necessary to effectuate the
termination.




		
	 	     2. Repayment of the Corporation’s Interest and Investment in a
New Policy. The Corporation shall promptly recover all amounts
owed it under the Split-Dollar Agreement and the arrangements
contemplated by it. Upon receipt by the Corporation of the
entire amount owed it, the Owner directs the Corporation, Wachovia
and their respective representatives to surrender and/or cancel the
insurance policy or policies underlying the Split-Dollar Agreement
and apply the Owner’s portion of any value resulting therefrom
(after withholding for income taxes) toward the Policy referred to
in the Insurance Bonus Agreement.




		
	 	     3. Full Cooperation. The Insured and the Owner shall
cooperate fully with the Corporation, Wachovia and the Insurer (as
defined in the Split-Dollar Agreement) and take all actions
(including but not limited to transferring possession of the
underlying insurance policy to the Corporation, or surrendering or
canceling the policy to pay the Corporation the amount owed it from
the cash value) to the extent reasonably necessary to ensure that
the Corporation promptly recovers the amounts owed it under the
Split-Dollar Agreement and any excess value in the underlying
insurance policy is applied as set forth in Section 2.




		
	 	     4. Liability of the Company. Neither Wachovia nor the
Corporation makes any representations or shall have any
responsibility or liability for any tax or estate planning matters
with respect to the termination of the Split-Dollar Agreement.
Wachovia has encouraged the Insured and the Owner to consult tax
and legal advisors, and the Insured and the Owner have relied on
their own tax and legal advisors with respect to this decision to
terminate.



          IN WITNESS WHEREOF, the parties hereto have executed this Split-Dollar
Life Insurance Termination Agreement on the date first above written.



WACHOVIA CORPORATION




	 	 	 
	By:	 	/s/ Charles D. Loring
	 	 	


	Name:	 	
Charles D. Loring
	Title:	 	
Senior Vice President



 






 




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