Ex-(10)(x)



 




Exhibit
(10)(x)

AMENDMENT NO. 1

TO

SENIOR EXECUTIVE RETIREMENT AGREEMENT




     THIS AMENDMENT NO. 1, made and entered into as of October 31, 2001 by and between Wachovia
Corporation, a North Carolina corporation (the “Company”) and Jean E. Davis (the “Executive”);



     WHEREAS, the Company and the Executive have entered into the senior executive retirement
agreement dated October 22, 1999 (the “Agreement”) pursuant to which the Executive is entitled to
certain supplemental retirement benefits as provided in the Agreement;



     WHEREAS, the Company and the Executive desire to enter into an employment agreement dated as
of November 1, 2001 (the “New Employment Agreement”) that will supercede the employment agreement
dated October 22, 1999 (the “Old Employment Agreement”) between the Company and the Executive; and



     WHEREAS, the Company and the Executive desire to amend the Agreement and confirm certain
matters pertaining to the Agreement as a result of the replacement of the Old Employment Agreement
by the new Employment Agreement,



     NOW, THEREFORE, in consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:



     1. Definitions. All terms defined in the Agreement are used in this Amendment as
therein defined unless specifically defined in this Amendment. From and after the effectiveness of
the New Employment Agreement, the following definitions shall apply for the purposes of the
Agreement:




     (a) The term “Change of Control” shall have the meaning assigned to such term in the
New Employment Agreement.




     (b) The term “Compensation Period” shall have the meaning assigned to the term
“Compensation Continuance Period” in the New Employment Agreement.




     (c) The term “Continuation Benefits” shall have the meaning assigned to the term
“Compensation Continuance Benefits in the new Employment Agreement.



     2. Change of Control. The parties agree that a “Change of Control” occurred within
the meaning of the Agreement prior to the execution of this Amendment No. 1 and the New Employment
Agreement. Accordingly, the parties hereby confirm that:




     (a) Pursuant to the third sentence of Section 7(a) of the Agreement, the Executive is
vested in the right to receive payment of the Supplemental Benefit under and



 









 






determined in accordance with the provisions of the Agreement and clauses (i) and (ii)
of the first sentence of Section 7(a) are no longer applicable.




     (b) Pursuant to the second sentence of Section 7(i) of the Agreement, the Agreement may
not be amended or terminated without the express written consent of the Executive.



     3. Binding Effect. The Agreement shall continue in full force and effect as amended
hereby and, upon the effectiveness of the New Employment Agreement, as provided in the New
Employment Agreement.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its officers
thereunto duly authorized, and the Executive has signed this Amendment under seal, all as of the
date and year first above written.



	 	 	 	 	 	 	 	 	 
	WACHOVIA CORPORATION	 	 	 	ATTEST:	 	[SEAL]
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ G. Kennedy Thompson
	 	 	 	/s/ Mark C. Treanor	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	G. Kennedy Thompson
	 	 	 	Mark C. Treanor	 	 
	Title:

	 	Chief Executive Officer
	 	 	 	Secretary	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Jean E. Davis	 	(SEAL)	 	 	 	 
	 	 	 	 	 	 	 
	Jean E. Davis