Ex-(10)(pp)



 




Exhibit
(10)(pp)

          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”), Jean E. Davis (the “Insured”) and The Jean
E. Davis Irrevocable Living Trust dated September 20, 2000 (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 September 20, 2000, 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/  JEAN E. DAVIS 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Insured:

	 	Jean E. Davis	 	 	 	 	 	/s/  WACHOVIA BANK, N.A.,
TRUSTEE 
	 	 	 	 	 	 	 	 	 
	Date:

	 	DECEMBER 29 	, 	2003
	 	 	 	Trustee: Wachovia Bank, N.A.
Owner: The Jean E. Davis
Irrevocable Living Trust dated
September 20, 2000	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:
	 	DECEMBER 29
	, 	2003
	 

	 	 	 	 	 	 	 	 	 	 






2