Ex-10.ee Form of Split Dollar Life Insurance Agr.



 


EXHIBIT 10(EE)


FORM OF SPLIT-DOLLAR LIFE INSURANCE
AGREEMENT1


     This Agreement effective as of the       day of
                    ,      , [See
Exhibit 1] by and among [FIRST UNION][WACHOVIA] CORPORATION, a North Carolina
corporation having its principal office in Charlotte, North Carolina
(hereinafter referred to as the “Employer”), and                
     
(hereinafter referred to as the “Owner”).


     WHEREAS, the Owner desires to purchase a certain life insurance policy
insuring the lives of [see Exhibit 1]
                         
 (hereinafter referred to as the “Employee”) and
                         
(hereinafter referred to as the
“Employee’s Spouse”, the Employee and the Employee’s Spouse are sometimes
hereinafter referred to as the “Insureds”); and


     WHEREAS, the Employee is an employee of the Employer and has discharged
his duties in a capable manner to the benefit of the Employer; and


     WHEREAS, the Employer desires to help the Employee and the Employee’s
Spouse create a life insurance program for the benefit and protection of their
family by the establishment of a split-dollar life insurance plan and is
willing to pay a portion of the premiums due on the policy issued pursuant to
such plan; and


     WHEREAS, the Owner will be the owner of such policy, and as such, will
have all incidents of ownership in and to the policy and agrees to participate
in such split-dollar life insurance plan as hereinafter provided;


     NOW, THEREFORE, in consideration of the premises and of the mutual
promises contained therein, the parties hereto agree as follows:



	 	1.	 	The Employee applied to John Hancock Mutual Life Insurance
Company (hereinafter referred to as the “Insurer”) for a
survivorship policy in the face amount of [See Exhibit 1]
                         
Dollars ($                    )
on the lives of the Employee and
the Employee’s spouse (hereinafter referred to as the “Policy”).
The Policy was issued and the policy number and face amount are
recorded on Schedule A attached hereto, and the Policy has been
subject to the terms of the Agreement prior to this amendment.
	 
	 	2.	 	Employee assigned the Policy to the Employer to secure the
Employer’s rights under the Agreement prior to this amendment. The
collateral assignment (hereinafter referred to as the “Collateral
Assignment”) cannot be altered or changed without the consent of the
Employer.







	 	 	1 This is a form of Split Dollar Life Insurance Agreement that the Corporation
has entered into with certain executive officers, including G. Kennedy
Thompson, Donald A. McMullen, Jr. and Benjamin P. Jenkins, III. Key provisions
of this form of agreement applicable to the executives named in the preceding
sentence are found in Exhibit 1 to this form of agreement.


 






 




	 	3.	 	Employee has assigned to Owner all of Employee’s right, title
and interest in and to
the Policy outright and has also assigned employee’s obligations
under the Collateral Assignment, and the Employer has agreed to
continue to effect the terms of the Agreement, as amended, with the
Owner assuming the obligations of Employee under the Agreement
prior to this amendment, as Employee’s assignee, and as herein set
forth.
	 
	 	4.	 	Subject to the provisions of this Agreement as hereinafter
provided, the Owner, as the sole and exclusive owner of the Policy,
has all the rights of the owner under the terms of the Policy,
including, but not limited to, the right to designate beneficiaries,
select settlement and dividend options, borrow on the security of
the Policy and to surrender the Policy, and such rights may be
exercised by the Owner with the Employer’s consent.
	 
	 	5.	 	The Owner shall pay to the Employer that part of each annual
premium equal to [See Exhibit 1]
$                    
(the “Owner’s Payment”)
for each year until this Agreement is terminated by its terms,
regardless of whether annual premiums are required to be paid to the
Insurer on the Policy and any such amounts paid to the Employer by
the Owner pursuant to this Section 5 which are not required to be
remitted to the Insurer to meet an annual premium payment obligation
shall be retained by the Employer and credited against the Policy
Interest. The Owner agrees to pay the Owner’s Payment to the
Employer no later than thirty (30) days after the annual premium is
due or would otherwise have been due if such premium were so
payable. The Employer shall pay the balance of each annual premium
for the first fifteen (15) years of the Policy as set forth on
Schedule C attached hereto (hereinafter referred to as the “Premium
Advances”) and shall remit to the Insurer the full amount of each
annual premium due in accordance with the mode of premium payment as
provided in the Policy on or before the due date of such premium,
except as provided in Sections 9 and 10 hereof.
	 
	 	6.	 	As long as this Agreement is in effect, any Policy dividend
credited to the Policy shall be applied to provide paid-up additions
and the parties hereto agree the dividend election provisions of the
Policy shall conform to the provisions hereof.
	 
	 	7.	 	The total amount of (i) all Premium Advances plus (ii) any
unpaid Owner’s Payments, plus (iii) an investment return equal to
three percent (3%) interest compounded annually on the outstanding
Premium Advances and unpaid Owner’s Payments to provide Employer an
investment return thereon, shall constitute the Employer’s interest
in the Policy (referred to herein as the “Policy Interest”). As
security for and to secure the repayment of the Policy Interest, as
it may exist from time to time, the Owner shall execute and deliver
to the Employer, at the time this Agreement is executed, a
collateral assignment of the Policy in the form set forth in
Schedule B to this Agreement (hereinafter referred to as the
“Collateral Assignment”), and the Employer may enforce its right to
be paid the Policy Interest pursuant to Sections 9 through 11 of
this Agreement from the cash surrender value of the Policy, provided
that if the cash surrender value exceeds the Policy Interest, such
excess shall remain the property of the Owner.



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	 	8.	 	Except in connection with the payment of the Policy Interest
to the Employer pursuant to Section 9 or Section 10 hereof, the
Owner shall not permit the Contract Debt to exceed the Loan Value of
the Policy, less the Policy Interest (the “Owner’s Borrowing
Limit”). For purposes of this paragraph the terms “Contract Debt”
and “Loan Value” shall have the meanings provided in the Policy and
set forth on Schedule E attached hereto.
	 
	 	9.	 	The Owner may terminate this Agreement upon thirty (30) days’
advance written notice to the Employer, and the Employer shall
release its interest in the Policy, cancel the Collateral
Assignment, and transfer physical possession of the Policy to the
Owner upon payment of the Policy Interest owed by the Owner to the
Employer as of such termination date. Such release, cancellation
and transfer shall terminate all obligations of the Employer under
this Agreement. If the Owner does not pay, or make satisfactory
provision for the payment of, the Policy Interest, then the Employer
may take all action necessary to obtain the cash surrender value
provided under the Policy to satisfy payment of the Policy Interest.
	 
	 	10.	 	The Employer may terminate this Agreement and make demand on
the Owner for payment of the Policy Interest as of such termination
date upon the first to occur of the following events:





						
	 	 	 	(a)	 	the surrender or exchange of the Policy by the Owner;
	 
	 	 	 	(b)	 	failure of the Owner to make a payment of an
Owner’s Payment when due or to comply with any other
provisions set forth in this Agreement;
	 
	 	 	 	(c)	 	the Employee ceases to be an Employee of the
Employer or one of its Subsidiaries (as hereinafter defined)
and becomes a proprietor, officer, partner, employee or
otherwise becomes affiliated with any business that is in
competition with the Employer or any of its Subsidiaries;
provided, however, this Section 10(c) shall not apply
following a Change of Control (as hereinafter defined);
	 
	 	 	 	(d)	 	the Employee voluntarily terminates employment
with the Employer and its Subsidiaries for reasons other than
death, Disability, or Retirement (as hereinafter defined);
provided, however, this Section 10(d) shall not apply
following a Change of Control;
	 
	 	 	 	(e)	 	the Employee is discharged from the Employer and
its Subsidiaries for dishonesty, conviction of a felony,
willful unauthorized disclosure of any confidential material
information of the Employer or any of its Subsidiaries to a
business in competition with the Employer or any of its
Subsidiaries or in violation of federal securities’ laws, or
any other willful, deliberate or gross misconduct of similar
magnitude; or



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	 	 	 	(f)	 	the beginning of the first year of the Policy
after the [See Exhibit 1]           st (     st)
year of the Policy in
which the cash surrender value of the Policy is sufficient to
maintain the $                    
death benefit without the Owner
being required to pay any additional premiums in excess of the
Owner’s Payment. Notwithstanding the foregoing provisions,
the Employer shall have the right to terminate this Agreement
at any time after the beginning of the [See Exhibit 1]
                    
st (     nd) year of the Policy.




	 	 	 	The Employer shall thereupon release its interest in the Policy,
cancel the Collateral Assignment, and transfer physical possession
of the Policy to the Owner upon payment of the Policy Interest owed
by the Owner to the Employer as of such termination date. If the
Owner does not pay, or make satisfactory provision for payment of,
the Policy Interest, then the Employer may take all action
necessary to obtain the cash surrender value provided under the
Policy to satisfy payment of the Policy Interest. For purposes of
this Agreement, the determination of whether the Employee (i) has
become affiliated with a business in competition with the Employer
or any of its Subsidiaries, or (ii) has voluntarily terminated
employment with the Employer and its Subsidiaries for reasons other
than death, Disability, or Retirement, shall rest solely with the
Human Resources Committee of the Board of Directors of the
Employer.
	 
	 	11.	 	The Owner agrees that in the event of the death of the last
to die of the Employee and the Employee’s Spouse while this
Agreement is still in effect, the Owner shall promptly pay to the
Employer an amount equal to the total amount of the Policy Interest
owed by the Owner to the Employer as of the date of the death of the
last to die of the Employee and the Employee’s Spouse. If the Owner
does not pay, or make satisfactory provision for payment of the
Policy Interest, then the Employer may take all action necessary to
obtain the death proceeds provided under the Policy to satisfy
payment of the Policy Interest. Specifically, the Employer shall
have the unqualified right to receive a portion of such death
proceeds equal to the Policy Interest at the time of the death of
the last to die of the Employee and the Employee’s Spouse, plus
interest thereon from ninety (90) days after such date of death to
the date of payment at a rate equal to the published prime rate of
interest of the Employer’s subsidiary banks on such date of death.
In such event, the balance of the death proceeds payable under the
Policy, if any, shall be paid directly to the beneficiary or
beneficiaries designated by the Owner and shall be paid in the
manner in which the Owner has validly specified; provided, however,
no amount shall be paid to such beneficiary or beneficiaries until
the full Policy Interest due the Employer has been paid to the
Employer or otherwise satisfied by the Owner. In no event shall the
amount payable to the Employer hereunder exceed the Policy proceeds
payable at the death of the last to die of the Employee and the
Employee’s Spouse.



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	 	12.	 	It is intended that the Owner shall retain the right to
change the beneficiary under
the Policy at any time and from time to time and that the Employer,
as holder of the Policy as collateral assignee, will make the
Policy available to the Insurer in order to effectuate any change
in the beneficiary designation which the Owner may desire to make,
subject to the rights of the Employer as set forth in this
Agreement. The Owner may assign the Policy outright provided that
the rights of any such assignee shall be subject to and subordinate
to the rights of the Employer as set forth in this Agreement and
that any such assignment shall so provide. The Employer may assign
its interest in the Policy only to the Owner.
	 
	 	13.	 	The benefits, if any, that may be paid under the Policy by
the Insurer, including, without limitation, any borrowing by the
Owner pursuant to Section 8 hereof and any death proceeds, shall be
paid by separate checks to the parties entitled thereto, the check
payable to the Employer to be in the amount of the Policy Interest.
	 
	 	14.	 	This Agreement shall be binding upon the parties hereto,
their heirs, legal representatives, successors, and permitted
assigns.
	 
	 	15.	 	This Agreement shall not be modified or amended except by a
written agreement signed by the parties hereto. Any such action by
the Employer shall be adopted by formal action of the Employer’s
Board of Directors and executed by an officer, director or other
person authorized to act on behalf of the Employer.
	 
	 	16.	 	This Agreement shall be subject to and governed by the
laws of the State of North Carolina, without giving effect to
conflict of law principles.
	 
	 	17.	 	For purposes of meeting the requirements of the Employee
Retirement Income Security Act of 1974, the parties agree that the
funding policy under the Agreement is that all premiums on the
Policy be remitted to the Insurer when due, and direct payment by
the Insurer is the basis of payment of benefits under this
Agreement, with those benefits in full, if any, based on the payment
of premiums as provided in this Agreement.
	 
	 	18.	 	The Employer is hereby designated the “named fiduciary” of
this Agreement. The named fiduciary shall be responsible for the
management, control and administration of this Agreement. The named
fiduciary may allocate to others certain aspects of the management
and operational responsibilities of this Agreement, including the
employment of advisors and the delegation of any ministerial duties
to qualified individuals. The claims procedures under this
Agreement are set forth in Schedule D to this Agreement.
	 
	 	19.	 	For purposes of this Agreement, the following defined terms
shall have the meanings set forth below:





						
	 	 	 	(a)	 	“Subsidiaries” means any corporation (other than
the Employer) in an unbroken chain of corporations beginning
with the Employer if each of the corporations other than the
last corporation in the unbroken chain owns



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	 	 	 	 	 	stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the
other corporations in such chain.
	 
	 	 	 	(b)	 	“Disability” means “totally disabled” as such
term is defined in the “First Union Corporation Long-Term
Disability Plan and Trust” at the time of such Disability.
	 
	 	 	 	(c)	 	“Retirement” means “Early Retirement”, “Normal
Retirement”, “Deferred Retirement”, or “Disability
Retirement”, as such terms are defined in the “First Union
Corporation Pension Plan and Trust” at the time of such
Retirement.
	 
	 	 	 	(d)	 	“Change of Control” means a change in control of
the Employer 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; 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 a corporation that, together with stock
held by such person or group, possesses more than fifty
percent (50%) of the total fair market value or total voting
power of the stock of such corporation, (ii) any one person,
or more than one person acting as a group, acquires (or has
acquired during the twelve (12) month period ending on the
date of the most recent acquisition by such person or persons)
ownership of stock of a corporation possessing twenty percent
(20%) or more of the total voting power of the stock of such
corporation, or (iii) a majority of members of the
corporation’s board of directors is replaced during any twelve
(12) month period by directors whose appointment or election
is not endorsed by a majority of the members of a
corporation’s board of directors prior to the date of the
appointment or election.





	 	20.	 	It is understood and agreed that the Employer makes no
representations and shall have no responsibility or liability for any tax or
estate planning matters with respect to the foregoing split-dollar insurance
plan or for the payment of any dividends or death benefits under the Policy,
and that the Owner has relied on the Owner’s tax and legal advisors with
respect to the foregoing split-dollar insurance plan.
	 
	 	21.	 	Any dispute, claim or controversy arising out of or connected with
this Agreement shall be resolved by binding arbitration administered and
conducted under the Commercial Rules of the American Arbitration Association
and the General Statutes of North Carolina Article 45A, Arbitration and Award.
A judgment upon the award may be entered in any court having jurisdiction. Any
arbitration hearing shall take place in Charlotte, North Carolina.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


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	Attest:	FIRST UNION CORPORATION
	 
	 	By:
	
	 	 	

	
               
               
               
Secretary	 	 	
               
               
               
President
	 
	(CORPORATE SEAL)	 	 
	 
	 	OWNER
	 
	 	




I consent to this Agreement and the insurance covering my life and the life of my spouse.




	 	 	 	 
	 	
               
               
               
               
               
               . (SEAL)

Employee
	 
	 	
               
               
               
               
               
                (SEAL)

Employee’s Spouse



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SCHEDULE A


     It is agreed, pursuant to the foregoing Split-Dollar Life Insurance
Agreement dated the       day of      ,
     , that the following described
policy of life insurance shall be subject to the provisions of said Agreement:



		
	 	     Policy No.
            
        
issued by John Hancock Mutual Life Insurance Company on
	 
	 	                 
        ,         , insuring the lives of [Employee] and Employee’s Spouse] for
	 
	 	     $            
        .



 






 



SCHEDULE B


COLLATERAL ASSIGNMENT



	 	 	 
	Insurer:	 	John Hancock Mutual Life Insurance Company
	 
	Insureds:	 	the Insureds
	 
	Policy No.	 	
               
               




     THIS ASSIGNMENT is made by the undersigned Owner effective this
              day
of                     ,      .


DEFINITIONS:




	 	A.	 	“Assignee”: First Union Corporation, a North Carolina
corporation with its principal offices in Charlotte, North Carolina.
	 

	 	B.	 	“Owner”:           
               .
	 

	 	C.	 	“Policy”: The following policy of insurance issued by the
Insurer on the life of the Insureds, together with any supplementary
contracts issued in conjunction therewith:




	 	 	 	 	 	 	 	 	 
	 	Policy Number	 	Face Amount	 
	 	
	 	
	 
	 	 	 	 	 	$	 	 
	 	 	
	 	 	 	
	 	 




	 	D.	 	“Policy Interest”: That amount as defined in Section 7 of
the Split Dollar Plan. The Insurer shall be entitled to rely on the
Assignee’s certification of the amount of the Policy Interest.
	 
	 	E.	 	“Split Dollar Plan”: That certain Split-Dollar Life
Insurance Agreement of even date herewith between the Owner and the
Assignee.



RECITALS:



	 	A.	 	Under the Split Dollar Plan, the Assignee has agreed to
assist the Owner in payment of premiums on the Policy.
	 
	 	B.	 	In consideration of such premium payments by the Assignee,
the Owner here intends to grant the Assignee certain limited
interests in the Policy.



 






 




THEREFORE, in consideration of the premises and of the mutual promises
contained therein, the parties hereto agree as follows:




	1.	 	Assignment — The Owner hereby assigns, transfers and sets over to the
Assignee, its successors and assigns, the following specific rights in the
Policy subject to the terms and conditions of the Split Dollar Plan:




	 	(a)	 	The right to realize against the cash value of the Policy, to
the extent of the Policy Interest, in the event the Owner fails for
any reason to pay to the Assignee the Policy Interest when required
pursuant to the provisions of the Split Dollar Plan.
	 
	 	(b)	 	The right to realize against proceeds of the Policy as set
forth in Section 11 of the Split Dollar Plan, to the extent of the
Policy Interest, in the event of the death of the last Insured to
die.




	2.	 	Retained Rights — Except as expressly provided in Section 1 hereof and
the Split Dollar Plan, the Owner retains all rights under the Policy
including, but not limited to, the exclusive right to surrender and to
borrow against the Policy with the consent of the Assignee.
	 
	3.	 	Insurer — The Insurer is hereby authorized to recognize, and is fully
protected in recognizing:




	 	(a)	 	The claims of the Assignee to rights hereunder, without
investigating the reasons for such action by the Assignee, or the
validity or the amount of such claims.
	 
	 	(b)	 	The Owner’s request for surrender of the Policy without the
consent of the Assignee. Upon the surrender of the Policy and the
payment to the Employer of the Policy Interest, the Policy shall be
terminated and of no further force or effect.




	4.	 	Release of Assignment — Upon payment by the Owner to the Assignee of the
Policy Interest pursuant to the terms of the Split Dollar Plan, the
Assignee shall execute a written release of this Assignment and deliver
the Policy to the Owner.



     IN WITNESS WHEREOF, the Owner has executed this Assignment on the date
first above written.



	 	 	 
	In the presence of	 	Owner
	 
	
	 	




 






 



SCHEDULE C


PROJECTIONS FOR INSURANCE POLICY


 






 



SCHEDULE D


CLAIMS PROCEDURE



	A.	 	FILING OF BENEFIT CLAIMS




	 	1.	 	When a participant, the Employer, the
Owner, an Insured, a beneficiary, or his, her or its
duly authorized representative has a claim which may be
covered under the provisions of the Policy (the
“claimant”), the claimant should contact the named
fiduciary.
	 
	 	2.	 	Claim forms and claim information can be
obtained from the named fiduciary.
	 
	 	3.	 	The claim must be in writing on a Benefit
Claim Form and delivered to the named fiduciary either
in person or by mail, postage prepaid. The named
fiduciary will forward the claim form to the authorized
representative of the Insurer.




	B.	 	INITIAL DISPOSITION OF BENEFIT CLAIMS




	 	1.	 	Within ninety (90) days after receipt of a
claim, the Insurer shall send to the claimant, by mail,
postage prepaid, a notice granting or denying, in whole
or in part, a claim for benefits.
	 
	 	2.	 	If a claim for benefits is denied, the
Insurer shall provide to the claimant written notice
setting forth in a manner calculated to be understood
by the claimant:




						
	 	 	 	(a)	 	The specific reason or reasons
for the denial;
	 
	 	 	 	(b)	 	Specific reference to
pertinent provisions on which the denial is
based;
	 
	 	 	 	(c)	 	A description of any
additional material or information necessary for
the claimant to perfect the claim and an
explanation of why such material or information
is necessary; and
	 
	 	 	 	(d)	 	Appropriate information as to
the steps to be taken if the claimant wishes to

submit his or her claim for review.





	 	3.	 	If the claim is payable, a benefit check
will be issued to the named
fiduciary and forwarded to the claimant.



 






 




	 	4.	 	The ninety-day period may be extended if
special circumstances require an extension of time to
process the claim for benefits.
	 
	 	5.	 	Written notice of the extension shall be
furnished to the claimant prior to the termination of
the initial ninety-day period.
	 
	 	6.	 	The extension notice shall indicate the
special circumstances requiring an extension of time
and the date by which the Insurer expects to render the
final decision.
	 
	 	7.	 	In no event shall such extension exceed a
period of ninety (90) days from the end of the initial
ninety-day period.
	 
	 	8.	 	If a notice of denial is not received
within ninety (90) days of the claim being filed, the
claim shall be deemed denied and the claimant shall be
permitted to proceed to the review stage.




	C.	 	REVIEW PROCEDURE




	 	1.	 	Within sixty (60) days of:





						
	 	 	 	(a)	 	the receipt by the claimant of
written notification denying, in whole or in
part, his or her claim, or
	 
	 	 	 	(b)	 	a deemed denial resulting from
the Insurer’s failure to provide the claimant
with written notice of denial within ninety (90)
days of the claim being filed, the claimant upon
written application to the Insurer, delivered in
person or by certified mail, postage prepaid, may
request an opportunity to appeal a denied claim
to the Insurer or a person designated by the
Insurer.





	 	2.	 	The claimant may:





						
	 	 	 	(a)	 	Request a review upon written
application;
	 
	 	 	 	(b)	 	Review pertinent documents;
and
	 
	 	 	 	(c)	 	Submit issues and comments in
writing.




	 	3.	 	The decision on review shall be made
within sixty (60) days of the
Insurer’s receipt of a request for review.



 






 




	 	4.	 	The sixty-day period may be extended if
special circumstances require an extension of time to
process the review.
	 
	 	5.	 	If an extension is required:




						
	 	 	 	(a)	 	written notice of the
extension shall be furnished to the claimant
prior to the commencement of the extension, and
	 
	 	 	 	(b)	 	a decision shall be rendered
as soon as possible but no later than one hundred
twenty (120) days after the Insurer received the
request for review.




	 	6.	 	The decision on review shall be in writing
and shall include specific reasons for the decision,
written in a manner calculated to be understood by the
claimant, as well as specific references to the
pertinent provisions on which the decision is based.
	 
	 	7.	 	If the decision on review is not rendered
within sixty (60) days of the Insurer’s receipt of a
request for review or within one hundred twenty (120)
days after the Insurer received the request for review
if an extension is granted, then the claim shall be
deemed denied on review.




	D.	 	OTHER REMEDIES




	 	1.	 	After exhaustion of the claims procedure,
nothing shall prevent any person from pursuing any
other legal or equitable remedy otherwise available.



 






 




SCHEDULE E


DEFINED TERMS


 






 



EXHIBIT 1


This form of Split-Dollar Life Insurance Agreement has been used for, among
others, the following agreements:



	 	•	 	Amended and Restated Split-Dollar Life Insurance Agreement, dated
December 19, 1996, between G. Kennedy Thompson (the Employee), the
Employer, and Laura J. Starnes, as Trustee of the Thompson Family
Irrevocable Trust dated December 31, 1996 (the Owner) (such Agreement,
“Thompson  #1 Agreement”)
	 
	 	•	 	Split-Dollar Life Insurance Agreement, dated January 25, 2002,
between G. Kennedy Thompson (the Employee), the Employer, and Laura J.
Starnes, as Trustee of the G. Kennedy Thompson 2002 Irrevocable Life
Insurance Trust (the Owner) (such Agreement, “Thompson #2 Agreement”)
	 
	 	•	 	Split-Dollar Life Insurance Agreement, dated February 1995, between
Benjamin P. Jenkins, III (the Employee), the Employer, and Wachovia
Bank, National Association, as Trustee of the Benjamin P. Jenkins, III
Irrevocable Trust (the Owner) (such Agreement, “Jenkins Agreement”)
	 
	 	•	 	Split-Dollar Life Insurance Agreement, dated July 27, 1999, between
Donald A. McMullen, Jr. (the Employee), the Employer, and Donald A.
McMullen, Jr. (the Owner) (such Agreement, “McMullen Agreement”)



Such agreements contain terms substantially identical to this form of
agreement, except for such changes that do not materially deviate from this

form of agreement.


The Thompson #1 Agreement provides for an insurance policy of $3,000,000,
having an Owner’s Payment of $8,121 per year. In Section 10(f), the blank in
the first sentence is “twenty-first” and the blank in the second sentence is
“twenty-second”.


The Thompson #2 Agreement provides for an insurance policy of $7,119,562,
having an Owner’s Payment of $26,744 per year. In Section 10(f), the blank in
the first sentence is “fifteenth” and the blank in the second sentence is
“sixteenth”.


The Jenkins Agreement provides for an insurance policy of $3,000,000, having an
Owner’s Payment of $13,922 per year. In Section 10(f), the blank in the first
sentence is “fifteenth” and the blank in the second sentence is “sixteenth”.


The McMullen Agreement provides for an insurance policy of $3,059,875, having
an Owner’s Payment of $18,461 per year. In Section 10(f), the blank in the
first sentence is “seventeenth” and the blank in the second sentence is
“eighteenth”. In addition, the McMullen Agreement does not provide for an
Employee’s Spouse benefit.