Ex-10.gg Wachovia's Savings Restoration Plan



 


EXHIBIT 10(GG)


WACHOVIA CORPORATION

SAVINGS RESTORATION PLAN


Effective January 1, 2002


 






 



WACHOVIA CORPORATION

Savings Restoration Plan

Effective January 1, 2002


Section 1. Establishment and Purpose



	1.1	 	Establishment. Wachovia Corporation established, effective
as of January 1, 2002 an unfunded deferred compensation plan for a
select group of management and highly compensated Employees and
their Beneficiaries as described herein, known as the “WACHOVIA
CORPORATION SAVINGS RESTORATION PLAN” (the “Plan”).
	 
	1.2	 	Purpose. The purpose of the Plan is to provide a means
whereby certain selected Employees may defer the receipt of
compensation and the receipt of a Company Matching Contribution that
would otherwise be limited due to statutory or governmental
regulation in the Savings Plan , and to motivate such Employees to
continue to make contributions to the profitable growth of the
Company.
	 
	1.3	 	Application of Plan. The terms of this Plan are applicable
only to Eligible Employees who are in the employ of an Employer on
or after January 1, 2002. Any Eligible Employee who retires or
terminates employment with all Employers prior to such date shall
not be covered by this plan.



Section 2. Definitions



	2.1	 	Definitions. Whenever used hereinafter, the following terms
shall have the meaning set forth below:




	 	a.	 	“Applicable Limitations” means the statutory and
regulatory provisions that reduce benefits and/or
contributions under the Savings Plan, including, but not
limited to Sections 401(a)(17), 402(g) and 415 of the Code.
	 
	 	b.	 	“Beneficiary” means the person or persons
designated as such in accordance with Section 7.
	 
	 	c.	 	“Board” means the board of directors of the
Company.
	 
	 	d.	 	“Change of Control” means a change in the control
of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended (“Exchange Act”); provided that, without
limitation, such a change in control shall be deemed to have
occurred if (i) any one person, or more than one person acting
as a group, acquires ownership of stock of the Company that,
together with stock held by such person or group, possesses
more than 50 percent of the total fair market value or total
voting power of the stock of the Company, ( ii) any one
person, or more than one



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	 	 	 	person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the
Company possessing 20 percent or more of the total voting power
of the stock of the Company, or (iii) a majority of members of
the Company’s Board is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a
majority of the members of the Company’s Board prior to the date
of the appointment or election.
	 
	 	e.	 	“Code” means the Internal Revenue Code of 1986,
as amended, and any successor statute thereof, as interpreted
by the rules and regulations issued thereunder, in each case
as in effect from time to time. References to sections of the
Code shall be construed also to refer to any successor
sections.
	 
	 	f.	 	“Committee” means the Management Resources and
Compensation Committee of the Board, as appointed annually in
accordance with the corporate bylaws of the Company.
	 
	 	g.	 	“Company” means Wachovia.
	 
	 	h.	 	“Company Matching Contribution” means the amount
which an Employer would be obligated to contribute to the
Savings Plan but for the Applicable Limitations, subject to
all vesting requirements of the Savings Plan.
	 
	 	i.	 	“Compensation” means, for any date within a Plan
Year, the Participant’s Salary as it may be adjusted from time
to time during the Plan Year.
	 
	 	j.	 	“Death Valuation Date” means the Valuation date
coincident with or next following a Participant’s date of
death.
	 
	 	k.	 	“Deferral Account” means the hypothetical account
maintained by the Company for recordkeeping purposes with
respect to a Participant’s deferrals pursuant to Section 5.1.
Within each Deferral Account, separate sub-accounts (“Deferral
Sub-Accounts”), shall be maintained to the extent necessary
for the administration of the Plan for each different Plan
Year deferral election, form of distribution election, or
allocation elections among Investment Indexes.
	 
	 	l.	 	“Disability” means total disability of a
Participant as a result of injury or sickness as defined in
the Wachovia Corporation Long Term Disability Plan (plan
number 502) (the “LTD Plan”), as amended from time to time.
The determination of whether a Participant has suffered a
Disability shall rest with the claims administrator of the LTD
Plan. In the case of a Participant who is ineligible to
participate in the LTD Plan, the determination shall rest
solely with the Committee and such determination shall be
final, conclusive and not subject to appeal.
	 
	 	m.	 	“Election Form” means the election form which an
Eligible Employee files with the Company to participate in the
Plan each Plan Year.
	 
	 	n.	 	“Eligible Employee” means an Employee who is
eligible to participate as provided in Section 3.1,



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	 	o.	 	“Employee” means any person employed by an
Employer who, under an Employer’s employment classification
practices, is considered a regular salaried employee.
	 
	 	p.	 	“Employer” means (i) Wachovia and any entity that
is directly or indirectly controlled by Wachovia, or (ii) any
entity in which Wachovia has a significant equity interest, as
determined by the Committee.
	 
	 	q.	 	“Financial Hardship Distribution” means the
benefit that is payable pursuant to Section 6.5 of the Plan.
	 
	 	r.	 	“Investment Indexes” mean one or more mutual
funds, investment return benchmarks, interest rate indexes or
common trust funds designated as available under the Plan by
the Committee from time to time.
	 
	 	s.	 	“Participant” means an Eligible Employee who has
filed a completed and executed Election Form with the
Committee and is participating in the Plan in accordance with
the provisions of Section 4.
	 
	 	t.	 	“Pension Plan” means the Wachovia Corporation
Pension Plan and Trust (plan number 001), as amended from time
to time.
	 
	 	u.	 	“Plan” means the Wachovia Corporation Savings
Restoration Plan, as amended from time to time.
	 
	 	v.	 	“Plan Year” means the Plan’s accounting year of
twelve months commencing on January 1 of each year and ending
on the following December 31.
	 
	 	w.	 	“Retirement” means the termination of a
Participant’s employment with an Employer upon satisfaction of
the eligibility requirements for retirement under the terms of
the Pension Plan, determined without regard to eligibility to
participate in the Pension Plan.
	 
	 	x.	 	“Retirement Benefit” means benefits payable to a
Participant when such Participant has satisfied all of the
eligibility requirements for Retirement.
	 
	 	y.	 	“Retirement Valuation Date” means the Valuation
Date coincident with or next following the date a Participant
ceases to be an Employee or the first Valuation Date
coincident with or next following the date the Committee takes
action pursuant to Sections 6.3(e) or (f).
	 
	 	z.	 	“Salary” means a Participant’s fixed, basic,
straight time, and regularly recurring wages and salary, any
payment for overtime hours, vacation pay, compensation paid in
lieu of vacation, and holiday pay, but excluding (even if
includible in gross income) all (i) bonus, long-term incentive
awards, and other forms of incentive compensation, (ii)
reimbursements or other expense allowances, (iii) moving
expenses, (iv) welfare or fringe benefits (cash or non-cash),
(v) deferred compensation, (vi) severance pay, and (vii) any
other form of special compensation as designated by the
Committee.
	 
	 	aa.	 	“Savings Plan” means the Wachovia Corporation
Savings Plan (plan number 002), as may be amended from time to
time.



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	 	bb.	 	“Scheduled Distribution” means a distribution of
all or a portion of a Participant’s Deferral Account as
elected by the Participant pursuant to Section 6.6.
	 
	 	cc.	 	“Survivor Benefit” means those Plan benefits that
become payable upon the death of a Participant pursuant to the
provisions of Section 6.4.
	 
	 	dd.	 	“Termination Benefit” means benefits payable to a
Participant when such Participant has ceased to be an Employee
pursuant to the provisions of Section 6.3.
	 
	 	ee.	 	“Termination Valuation Date” means the later of
the Valuation Date coincident with or next following the date
a Participant ceases to be an Employee or the first Valuation
Date coincident with or next following the date the Committee
takes action pursuant to Sections 6.3(e) or (f).
	 
	 	ff.	 	“Valuation Date” means any day the United States
financial markets are open for which a Participant’s Deferral
Account is required to be valued for any purpose under the
Plan.
	 
	 	gg.	 	“Wachovia” means Wachovia Corporation or any
successor that shall maintain this Plan.



Section 3. Eligibility for Participation



	3.1	 	Eligibility. The Committee (or its delegatee) shall
determine which Employees shall be eligible to participate in the
Plan for a given Plan Year; provided, however, any such Employee
must be a member of a select group of management or highly
compensated employees. The Committee’s determination of eligibility
for any given Plan Year does not guarantee eligibility in subsequent
Plan Years. In the event any Employee is no longer designated as an
active Participant eligible to make further deferrals under the
Plan, such Employee shall become an inactive Participant and retain
all other rights described under this Plan, until the Employee again
becomes an active Participant.



Section 4. Election to Participate



	4.1	 	Election to Participate. Any Eligible Employee may enroll in
the Plan effective as of the first day of a Plan Year, by filing a
completed and fully executed Election Form with the Committee during
enrollment periods established by the Committee, or in the case of
an Employee who is designated as an Eligible Employee after the
commencement of a Plan Year, within thirty days of the date on which
such Employees becomes eligible. On such Election Form for each
Plan Year, the Eligible Employee shall (i) irrevocably elect the
amount of Compensation for such Plan Year to be deferred, and (ii)
irrevocably elect the form of distribution in which the Deferral
Sub-Account for such Plan Year shall be paid in accordance with
Section 6.1.




	 	a.	 	Deferral Election. A Participant may elect to
defer Compensation on a pre-tax basis only, in accordance with
the Employee contribution provisions of the



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	 	 	 	Savings Plan for the applicable Plan Year. Deferrals under the
Plan will be credited in accordance with the applicable deferral
election to the extent that the Participant’s deferral elections
exceed the Applicable Limitations under the Savings Plan. Any
amounts that cannot be credited to the Participant’s account
under the Savings Plan because of the Applicable Limitations
shall be credited to the Participant’s Deferral Account
maintained pursuant to Section 5.
	 
	 	b.	 	Matching Credits. Each Participant’s Deferral
Account who has made a deferral election under Section 4.1(a)
will be credited with a Company Matching Contribution for each
pay period to the extent any amounts cannot be credited to the
Participant’s account under the Savings Plan because of the
Applicable Limitations.



Section 5. Deferral Accounts



	5.1	 	Deferral Accounts. The Committee shall establish and
maintain a separate Deferral Account for each Participant. The
amount by which a Participant’s Compensation is reduced pursuant to
Section 4.1 shall be credited by the Company to the Participant’s
Deferral Account as of the date the amount of the compensation that
is deferred otherwise would have been payable. The value of each
Participant’s Deferral Account shall be adjusted each day the
financial markets in the United States are open as follows:




	 	a.	 	Pursuant to the procedures established by the
Committee, a Participant shall elect to have his Deferral
Sub-Account for a given Plan Year allocated among Deferral
Sub-Accounts to reflect the Participant’s selection of the
Investment Indexes available under the Plan at that time, in 5
percent increments, up to 100 percent of the amount credited
to such Deferral Sub-Account.
	 
	 	b.	 	Such Deferral Sub-Account shall be credited or
debited to reflect gains or losses (including dividends and
capital gains and losses) as if the Deferral Sub-Account had
been invested in an equivalent number of shares or units of
the funds or investments referenced by the Investment Indexes
available under the Plan from time to time, pursuant to the
allocation elections made by the Participant from time to
time.
	 
	 	c.	 	Pursuant to the procedures established by the
Committee, a Participant may change the election with respect
to the allocation of the Participant’s Deferral Sub-Accounts
among the Investment Indexes available under the Plan from
time to time. Unless the Participant indicates otherwise, any
such reallocation election shall apply to all such
Participant’s Deferral Sub-Accounts.




	5.2	 	Charge Against Accounts. There shall be charged against each
Participant’s Deferral Account any payments made to the Participant
or Beneficiary in accordance with Section 6. In addition, the
Committee may allocate a portion of any administrative expenses of
the Plan to each Participant’s Deferral Account.



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	5.3	 	Statement of Accounts. The Committee shall submit to each
participant, within a reasonable period of time after the close of
each calendar quarter of a Plan Year, a statement of the balance in
each such Participant’s Deferral Account as of the last Valuation
Date of such quarter, in such form as the Committee deems
appropriate.
	 
	5.4	 	Acquired Deferral Accounts. In addition to the foregoing,
the Chief Executive Officer of the Company may authorize the
transfer to a Participant’s Deferral Account of such Participant’s
deferred balances held under a deferral plan maintained by any
organization acquired by the Company. Such balances transferred
will retain the deferral period, vesting provisions and distribution
provisions as set forth in the original deferral plan acquired by
the Company.



Section 6. Benefits



	6.1	 	Retirement Benefit. Upon Retirement of a Participant, the
Participant’s Employer (or another entity as directed by the
Committee) shall pay a Retirement Benefit based on the value of the
Participant’s Deferral Account as of the Retirement Valuation Date.
Such Retirement Benefit shall be paid in the manner as elected by
the Participant on each Plan Year’s Election Form in the form of
either a lump sum or ten (10) annual installments:




	 	a.	 	If a Participant’s Deferral Sub-Account is
payable in a lump sum, the Participant shall receive payment
of such Retirement Benefit within ninety (90) days of the
Retirement Valuation Date.
	 
	 	b.	 	If a Participant’s Deferral Sub-Account is
payable in installments, the amount to be paid with each
installment shall be the value of such Deferral Sub-Account as
of the date of the installment Valuation Date multiplied by a
fraction, the numerator of which is one (1) and the
denominator of which is the number of installment payments
remaining. For purposes of this Section, the installment
Valuation Date for the first installment payment shall be the
Retirement Valuation Date, and the installment Valuation Date
for subsequent installment payments shall be the first
Valuation Date of each Plan Year thereafter; provided,
however, that in no event shall more than one installment
payments be made to a Participant in any one Plan Year, except
due to an action by the Committee pursuant to Section 6.3(f).
A Participant shall receive each installment payment within
ninety (90) days of the applicable installment Valuation Date.
	 
	 	c.	 	Following receipt of a Participant’s complete
Retirement Benefit, such Participant shall be entitled to no
further benefits under the Plan.




	6.2	 	Disability. If a Participant suffers a Disability, the value
of each of the Participant’s Deferral Sub-Accounts will continue to
be adjusted in accordance with Section 5.1(b). The Participant’s
Deferral Account will be distributed as a Retirement Benefit,
Termination Benefit, or Survivor Benefit, whichever is applicable,
in the distribution form of benefit elected by the Participant, once
the Participant ceases to receive benefits under the Wachovia
Corporation Long-Term



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	 	 	Disability Plan (plan number 502). Notwithstanding the foregoing,
if the Participant returns to employment with the Employer within
sixty (60) days following recovery from a Disability, the
Participant’s Deferral Account shall not be distributed until such
time as said Participant ceases to be an Employee whereupon such
Participant will receive the Participant’s Deferral Account as a
Retirement Benefit, Termination Benefit, or Survivor Benefit
commencing at the time said Participant finally ceases to be an
Employee. In its sole and absolute discretion, the Committee may
alter the timing or manner of payment of all or a portion of the
Deferral Account of a Participant who suffers a Disability.
	 
	6.3	 	Termination Benefit. If a Participant ceases to be an
Employee for a reason other than those reasons described in Sections
6.1, 6.2, and 6.3 (d), (e) or (f), the Committee shall direct the
Participant’s Employer to pay a Termination Benefit based on the
value of the Participant’s Deferral Account as of the Termination
Valuation Date. Such Termination Benefit shall be paid in the
manner originally elected by the Participant on each Plan Year’s
Election Form in the form of either a lump sum payment or ten (10)
annual installments:




	 	a.	 	If a Participant’s Deferral Sub-Account is
payable in a lump sum, the Participant shall receive payment
of such Termination Benefit within ninety (90) days of the
Termination Valuation Date.
	 
	 	b.	 	If a Participant’s Deferral Sub-Account is
payable in installments, the amount to be paid with each
installment shall be the value of such Deferral Sub-Account as
of the date of the installment Valuation Date multiplied by a
fraction, the numerator of which is one (1) and the
denominator of which is the number of installment payments
remaining. For the purposes of this Section, the installment
Valuation Date for the first installment payment shall be the
Termination Valuation Date, and the installment Valuation Date
for subsequent installment payments shall be the first
Valuation Date of each Plan Year thereafter; provided,
however, that in no event shall more than one installment
payment be made to a Participant in any one Plan Year, except
due to an action by the Committee pursuant to Sections 6.3(f).
A Participant shall receive each installment payment within
ninety (90) days of the applicable installment Valuation Date.
	 
	 	c.	 	Following receipt of a Participant’s complete
Termination Benefit, such Participant shall be entitled to no
further benefits under the Plan.
	 
	 	d.	 	Lump Sum Payment Upon Voluntary Termination of
Employment. If a Participant (i) voluntarily ceases to be an
Employee for any reason, or (ii) fails to return to the status
of an Employee within sixty (60) days following recovery from
a Disability prior to qualifying for Retirement, the Company
shall pay to such Participant in a lump sum a Termination
Benefit equal to the balance of such Participant’s Deferred
Account as of the Termination Valuation Date. A Participant
shall receive such Termination Benefit within ninety (90) days
of the Termination Valuation Date. Following receipt of a



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	 	 	 	Participant’s complete Terminated Benefit, such participant
shall be entitled to no further benefits under the Plan.
	 
	 	e.	 	Lump Sum Payment Upon Misconduct or Crime. If a
Participant is discharged from employment with an Employer for
dishonesty, conviction of a felony, willful unauthorized
disclosure of confidential material information of an
Employer, or other willful, deliberate, or gross misconduct of
similar magnitude, such Participant’s entire Deferral Account
shall be paid in a single lump sum as a Termination Benefit
within ninety (90) days of the Termination Valuation Date.
	 
	 	f.	 	Lump Sum Payment Upon Affiliation With
Competitor. In the event that a Participant ceases to be an
Employee of an Employer for any reason and thereafter becomes
a proprietor, officer, partner, employee, or otherwise becomes
affiliated with any business that is in competition with an
Employer, or becomes an employee of any federal, state, or
municipal agency, office, subdivision, or other component
having jurisdiction over any activity of any Employer, such
Participant’s entire Deferral Account shall be paid in a
single lump sum as a Termination Benefit within ninety (90)
days of the Termination Valuation Date. The determination of
whether an Employee has become affiliated with a business in
competition with an Employer, or with a governmental component
having jurisdiction over any activity of an Employer shall
rest solely with the Committee and such determination shall be
final, conclusive, and not subject to appeal.




	6.4	 	Survivor Benefits.




	 	a.	 	Pre-Retirement. If a Participant dies before
otherwise becoming eligible to receive Retirement Benefits, a
Survivor Benefit will be paid to the Participant’s Beneficiary
in a lump sum equal to such Participant’s Deferral Account as
of the Death Valuation Date. A Beneficiary shall receive the
Survivor Benefit within ninety (90) days after the Death
Valuation Date. If a Participant dies after becoming eligible
to receive Retirement Benefits but before such benefits have
been paid in full, the Retirement Benefits the deceased
Participant would have otherwise received shall be paid to the
Participant’s Beneficiary as a Survivor Benefit pursuant to
the Participant’s prior elections.
	 
	 	b.	 	Post-Retirement. If a Participant dies after
such Retirement Benefits have commenced, the Retirement
Benefits the deceased Participant would have otherwise
received shall be paid to the Participant’s Beneficiary as a
Survivor Benefit pursuant to the Participant’s prior
elections.
	 
	 	c.	 	Following receipt of a Participant’s complete
Survivor Benefit, a Beneficiary shall be entitled to no
further benefits under the Plan.




	6.5	 	Financial Hardship Distribution. In the event that the
Committee, upon written petition of the Participant or Beneficiary,
determines, in its sole discretion, that the Participant or
Beneficiary has suffered an unforeseeable financial emergency, the
Company shall pay to the Participant or Beneficiary, as soon as
practicable



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	 	 	following such determination, an amount necessary to meet the
emergency not in excess of the Termination Benefit to which the
Participant would have been entitled pursuant to Section 6.3 if
said Participant had a termination of service on the date of such
determination (the “Financial Hardship Distribution”). For
purposes of this Plan, an unforeseeable financial emergency is an
unexpected need for cash arising from an illness, casualty loss,
sudden and unforeseeable financial reversal, or such other
unforeseeable occurrence.
	 
	 	 	Notwithstanding the foregoing, the final determination by the Internal
Revenue Service (“IRS”) or court of competent jurisdiction, all time
for appeal having lapsed, that the Company is not the owner of the
assets of any grantor trust established by the Company with respect to
this Plan (a “rabbi trust”), with the result that the income of such
trust is not treated as income of the Company pursuant to sections 671
through 679 of the Code, or the final determination by (i) the IRS,
(ii) a court of competent jurisdiction, all time for appeal having
lapsed or (iii) counsel to the Company that a federal tax is payable
by the Participant or Beneficiary with respect to assets of the rabbi
trust or the Participant’s or Beneficiary’s Deferral Accounts prior to
the distribution of those assets of Deferral Accounts to the
Participant or Beneficiary shall in any event constitute an
unforeseeable financial emergency entitling such Participant or
Beneficiary to a Financial Hardship Distribution provided for in this
Section.
The amount of benefits otherwise payable under the Plan shall
thereafter be adjusted to reflect the reduction of a Deferral Account
due to the early payment of the Financial Hardship Distribution.
	 
	6.6	 	Scheduled Distributions.




	 	a.	 	In General. A Participant may, when filing an
Election Form with respect to a given Plan Year, elect to
receive a distribution while employed of all or a portion of
the Participant’s Deferral Sub-Account for such Plan Year at a
specified time or times in the future. The election of such a
Scheduled Distribution shall be irrevocable and shall apply
only to prospective deferrals for that Plan Year.
	 
	 	b.	 	Timing and Forms of Distribution. The first year
specified for a Scheduled Distribution must be at least five
(5) Plan Years after the Plan Year in which commencement of
deferrals covered by the Election Form in which a Scheduled
Distribution is elected. A Participant will receive such
Scheduled Distribution in either a lump sum or ten annual
installments as specified by prior elections within ninety
(90) days of the first Valuation Date of the Year of
distribution specified on the Election Form.
	 
	 	c.	 	Election Void Upon Death and Termination of
Employment. In the event a Participant has elected to receive
any Scheduled Distributions and, before said distributions the
Participant dies or ceases employment with all Employers, the
election with respect to such Scheduled Distributions shall be
voided and such Participant’s Deferral Account shall be paid
as a Termination Benefit.



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	6.7	 	Small Benefit. Notwithstanding anything herein to the
contrary, in the event the total amount owed to a Participant or a
Beneficiary after the Participant ceases to be an Employee is
$50,000 or less, the Committee, in its sole and absolute discretion,
may elect to distribute any such amount in a single lump sum
payment.
	 
	6.8	 	Withholding; Payroll Taxes. To the extent required by the
law in effect at the time payments are made, a Participant’s
Employer shall withhold from payments made hereunder the taxes
required to be withheld by the federal or any state or local
government. As to any payroll tax that is due from a Participant
for Compensation deferred under this Plan, the Employer shall
collect such tax from funds paid to such Participant with respect to
other compensation not deferred under the Plan unless said other
compensation is insufficient to pay such payroll taxes whereupon the
shortfall shall serve to reduce the elected deferral amount.



Section 7. Beneficiary Designation



	7.1	 	Beneficiary Designation. Each Participant shall have the
right, at any time, to designate any person or persons as
Beneficiary or Beneficiaries to whom payment under this Plan shall
be made in the event of Participant’s death prior to complete
distribution to Participant of the Benefits due under the Plan.
Each Beneficiary designation shall become effective only when filed
in writing with the Committee during the Participant’s lifetime on a
form prescribed by the Committee.
	 
	 	 	The filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed.
	 
	 	 	If a Participant fails to designate a Beneficiary as provided above
or all designated Beneficiaries predecease the Participant, then
the Committee shall direct the Participant’s Employer to distribute
such benefits in a lump sum to the Participant’s estate within
ninety (90) days of the applicable Valuation Date. If all
designated Beneficiaries die prior to complete distribution of a
deceased Participant’s benefits, then the Committee shall direct
the Participant’s Employer to distribute the balance of such
benefits in a lump sum to the last surviving designated
Beneficiary’s estate within ninety (90) days of the applicable
Valuation Date.



Section 8. Administration of the Plan



	8.1	 	Administration. The Committee shall administer the Plan in
accordance with its terms and shall have the power, in its sole and
absolute discretion, to construe the terms of the Plan and to
determine all questions arising in connection with the
administration, interpretation, and application of the Plan. Any
such determination by the Committee shall be conclusive and binding
upon all persons. The Committee may establish rules and procedures,
correct any defect, supply any information, or reconcile any
inconsistency in such manner and to such extent as shall be deemed
necessary or advisable to carry out the purposes of the Plan.



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	 	 	To the extent it deems necessary or desirable in connection with
the administration of the Plan, the Committee may (i) delegate all
or a portion of its duties to Employees or other persons, and (ii)
appoint counsel, accountants, advisers, and other service
providers.



Section 9. Nature of Company’s Obligation



	9.1	 	No Trust. The Company’s obligation under this Plan shall be
an unfunded and unsecured promise to pay. The Company shall not be
obligated under any circumstances to fund its financial obligations
under this Plan prior to the date any payments are due, and neither
the Company, the Employer, members of the Board or Committee, nor
any other person shall be deemed to be a trustee of any amounts to
be paid under the Plan; provided, however, the Company may, in its
sole and absolute discretion, (i) establish a grantor trust, the
income of which is treated as income of the Company pursuant to
sections 671 through 679 of the Code, to provide for the
accumulation of funds to satisfy all or a portion of its financial
liabilities with respect to this Plan, (ii) purchase life insurance
policies on the life of a Participant, in which case the Participant
shall cooperate with the Company in complying with any underwriting
requirements with respect to such a policy, or (iii) both.
	 
	9.2	 	Nature of Participant’s Rights and Interests. Any assets
which the Company may choose to acquire to help cover its financial
liabilities, including, but not limited to any assets referred to in
Section 9.1, are and will remain general assets of the Company
subject to the claims of its general creditors. The Company does
not give, and this Plan does not give, any ownership interest in any
assets of the Company to a Participant or Beneficiary. All rights
of ownership in any assets are and remain in the Company, and the
rights of each Participant, any Beneficiary, or any person claiming
through a Participant shall be solely those of an unsecured general
creditor of the Company. Any liability of the Company to any
Participant, Beneficiary, or any person claiming through a
Participant shall be based solely upon the contractual obligations
created by the Plan.



Section 10. Miscellaneous



	10.1	 	Nonassignability. Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage, or otherwise encumber, hypothecate, or convey
in advance of actual receipt the amounts, if any, payable hereunder
or any part thereof, or interest therein which are, and all rights
to which are, expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall, prior to
actual payment, be subject to seizure or sequestration for the
payment of any debts, judgments, alimony, or separate maintenance
owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency.



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	10.2	 	Employment Not Guaranteed. Nothing contained in this Plan
nor any action taken hereunder shall be construed as a contract of
employment or as giving any Employee any right to be retained in the
employ of the Company.
	 
	10.3	 	Amendment or Termination. The Company expects the Plan to be
permanent but, since future conditions affecting the Company cannot
be anticipated or foreseen, the Company must necessarily and does
hereby reserve the right to amend, modify, or terminate the Plan at
any time by action of the Committee. No amendment or termination of
the Plan shall operate to decrease any Participant’s accrued benefit
under the Plan as of the date of such action (subject to investment
risk changes in value) provided, however, that in the event of
termination of the Plan, the Company may direct the acceleration of
distribution of Deferral Accounts. Furthermore, in the event of (i)
a merger, consolidation, or acquisition where the Company is not the
surviving corporation or (ii) any other Change of Control, no
amendment or termination of the Plan may be made for the first three
full Plan Years that follow such an event. Prior to such an event
or after the aforesaid three-year Change of Control window, the
Company may terminate the Plan by action of the Committee, whereupon
all Deferral Accounts shall become immediately due and payable.
	 
	10.4	 	Protective Provisions. Each Participant shall cooperate with
the Employer by furnishing any and all information requested by the
Employer in order to facilitate the payment of benefits hereunder,
taking such physical examinations as the Employer may deem necessary
and taking such other relevant action as may be requested by the
Employer. If a Participant refuses to so cooperate, the Employer
shall have no further obligation to the Participant under the Plan,
other than payment to such Participant of the cumulative reductions
in Compensation theretofore made pursuant to this Plan (subject to
reduction due to change in value as a result of investment
performance).
	 
	10.5	 	Obligations to Company. If a Participant becomes entitled to
a distribution of benefits under the Plan, and if at such time the
Participant has outstanding any debt, obligation, or other liability
representing an amount owing to the Company or the Participant’s
Employer, then the Employer may offset such amount owed to it
against the amount of benefits otherwise distributable. Such
determination shall be made by the Committee.
	 
	10.6	 	Gender, Singular, and Plural. All pronouns and any
variations thereof shall be deemed to refer to the masculine,
feminine, or neuter, as the identity of the person or persons may
require. As the context may require, the singular may be read as
the plural and the plural as the singular.
	 
	10.7	 	Captions. The captions of the sections and paragraphs of
this Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.



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	10.8	 	Validity. In the event any provision of the Plan is held
invalid, void, or unenforceable, the same shall not affect the
validity of any other provision of this Plan.
	 
	10.9	 	Applicable Law. Except to the extent superseded by federal
law, this Plan shall be governed and construed in accordance with
the internal laws of the state of North Carolina, without reference
to the principles of conflict of laws.




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