Wachovia Corporation Savings Restoration Plan



 Exhibit 10(c) 
 AMENDMENT 2008-1 TO THE 
 WACHOVIA CORPORATION 
 SAVINGS RESTORATION PLAN 
 (As Amended
and Restated January 1, 2002) 
 WHEREAS, Wachovia Corporation (the “Company”) established the Wachovia Corporation
Savings Restoration Plan (the “Plan”) for the benefit of certain of its employees, effective as of January 1, 2002; 
 WHEREAS, the Plan has been amended since its original effective date; 
 WHEREAS, the Company adopted, effective as of
December 31, 2008, an amended and restated version of the Plan (the “Restated Plan”) that applies solely to amounts deferred under the Plan on or after January 1, 2005, as determined under Section 409A of the Internal
Revenue Code of 1986, as amended, and Treasury Regulations thereunder (“Section 409A”); 
 WHEREAS, the Company now wishes
to amend the Plan to clarify that the Plan applies solely to amounts deferred under the Plan prior to January 1, 2005 (as determined under Section 409A), and to make certain other clarifications and changes to the Plan; 
 WHEREAS, pursuant to Section 10.3 of the Plan, the Company may amend the Plan at any time and for any reason by action of its Board of
Directors. 
 NOW, THEREFORE, BE IT RESOLVED, that effective as of December 31, 2008, subsection 1.3 of the Plan is amended in
its entirety to read as follows: 
 “1.3          Application of the
Plan.    The terms of this Plan, as amended, are applicable only to Eligible Employees who are in the active employ of an Employer on or after January 1, 2002 and only with respect to amounts deferred under the Plan
prior to January 1, 2005. An Eligible Employee who retires or terminates employment with all Employers prior to such date will not be covered by this Plan.” 
 NOW, THEREFORE, BE IT FURTHER RESOLVED, that effective as of December 31, 2008, Section 2.1(f) is amended in its entirety to read as follows: 
 “(f)          “Committee” shall have the meaning set forth in Section 8.1.”

 NOW, THEREFORE, BE IT FURTHER RESOLVED, that effective as of December 31, 2008, Section 2.1 is further amended to add the
following new subsection (s) to read as follows: 
 “(s)          “MRCC” means the Management Resources and Compensation Committee of the Board or any successor Board committee to whom the Board delegates responsibility for
establishing and administering the incentive compensation programs for the executive officers and other senior executives of the Company. 







 NOW, THEREFORE, BE IT FURTHER RESOLVED, that effective as of December 31, 2008,
Section 8.1 is replaced in its entirety with the following new sections: 
 8.1          Administration.    The Plan shall be administered by a committee (the “Committee”) of two (2) or more members as designated from time
to time by the MRCC of the Board. The Committee shall have full and complete authority to (i) administer the Plan; (ii) select the eligible employees who are to participate in the Plan; (iii) appoint additional members of the
Committee; and (iv) delegate authority to perform particular functions with respect to the Plan, including, without limitation, functions involving the exercise of discretion, to any agent (including any officer or employee of the Company) or
to any subcommittee or member of the Committee, provided that such delegation shall be subject to revocation at any time at the discretion of the Committee. 
 8.2          Authority.    The interpretation and construction of any provision of the Plan and the adoption of rules and regulations for
plan administration shall be made by the Committee. Decisions of the Committee shall be final and binding on all parties who have an interest in the Plan, including (without limitation) all decisions relating to an individual’s eligibility for
participation in the Plan, his or her entitlement to benefits hereunder and the amount of any such benefit entitlement. Prior to paying a benefit under the Plan, the Committee may require the Participant, former Participant or Beneficiary to provide
such information or material as the Committee, in its sole discretion, shall deem necessary to make any determination it may be required to make under the Plan. The Committee may withhold payment of a benefit under the Plan until it receives all
such information and material and is reasonably satisfied of its correctness and genuineness 
 8.3          Hold Harmless.    To the maximum extent permitted by law, no member of the Committee shall be personally liable by reason of any contract or other
instrument executed by such member or on such member’s behalf in such member’s capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless, directly from its
own assets (including the proceeds of any insurance policy the premiums of which are paid from the Company’s own assets), each member of the Committee and each other officer, employee, or director of the Company to whom any duty or power
relating to the administration or interpretation of the Plan against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to
act in connection with the Plan unless arising out of such person’s own fraud or bad faith. 
 8.4          Rules of Administration.    The Committee shall adopt such rules for administration of the Plan as it considers desirable, provided they do not
conflict with the Plan, and may construe the Plan, correct defects, make 

  

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factual decisions and determinations, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan and, except as provided
in Section 8.5, such action (including factual decisions and determinations) shall be binding and conclusive. The determinations of the Committee shall be subject to review only for abuse of discretion. 
 8.5          Claims Procedures. 
       a.      Benefits under this Plan will be paid only if the Committee decides in its
discretion that the applicant is entitled to them. All claims for benefits under the Plan shall be submitted to the Committee, which shall have the initial responsibility for determining the eligibility of any Participant or beneficiary for
benefits. Applications for benefits shall be submitted within two years of the later of (i) the date on which payment of benefits under the Plan was made, or (ii) the date on which the action complained or grieved of occurred. The
Committee may adopt forms for the submission of claim for benefits in which case all claims for benefits shall be filed on such forms. The term “Committee” as used in this Section shall refer to any committee or organization, if any, that
has been delegated the authority described herein by the Committee. 
       b.      Any claims for benefits shall be made in writing and shall set forth the facts which such Participant or beneficiary believes to be sufficient to entitle him to the
benefit claimed. Each such claim must be supported by such information and data as the Committee deems relevant and appropriate. Evidence of age, marital status (and, in the appropriate instances, health, death or Disability), and location of
residence shall be required of all claims for benefits. 
       c.      If a
claim for benefits is denied in whole or in part, the Committee shall give the claimant written notice of the decision within ninety (90) days of the date the claim was submitted. Such written notice shall set forth in a manner calculated to be
understood by the claimant (i) the specific reason or reasons for the denial; (ii) specific references to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary
for the claimant to perfect the claim, along with an explanation of why such material or information is necessary; and (iv) appropriate information about the steps to be taken if the claimant wishes to submit the claim for review of the denial.

       d.      The ninety-day period for review of a claim for benefits may be
extended for an additional ninety (90) days by a written notice to the claimant setting forth the reason for the extension, which notice shall be furnished to the claimant before the end of the original ninety (90) day period. 

      e.      If a claim for benefits is denied in whole or in part, the claimant or his
duly authorized representative, at the claimant’s sole expense, may appeal the denial to the Committee within sixty (60) days of receipt of the denial. In pursuing his appeal, the claimant or his duly authorized representative: 

 

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       (i)      may request in writing that
the Committee review the denial; 
       (ii)     may review pertinent documents;
and 
       (iii)    may submit issues and comments in writing. 
       f.      The decision on review shall be made within sixty (60) days of receipt of
the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one-hundred twenty (120) days after receipt of the request for
review. If such an extension of time is required, written notice of the extension shall be furnished to the claimant before the end of the original sixty-day period. The decision on review shall be made in writing, shall be written in a manner
calculated to be understood by the claimant, and in the event of an adverse decision on review shall give the specific reason or reasons for the denial, shall include specific references to the provision of the plan on which any claim denial is
based, and shall inform the claimant that access will be afforded to all documents pertinent to the claim for benefits. No action at law or in equity to recover benefits under the Plan shall be commenced later than one year from the date a decision
on review is furnished to the claimant. 
       g.      All power and authority
granted to the Committee as a Plan Administrator for purposes of this provision and all purposes under the Plan may be delegated by the Committee to any person, committee, or entity pursuant to a specific or general delegation.” 
 NOW, THEREFORE, BE IT FURTHER RESOLVED, that effective as of December 31, 2008, Section X is amended to add the following new subsection
10.10: 
 “10.10    Successors and Assigns.    The obligation of the Employer to make
the payments required hereunder shall be binding upon the successors and assigns of the Employer, whether by merger, consolidation, acquisition or other reorganization.” 
  

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 IN WITNESS WHEREOF, Wachovia Corporation has caused this Amendment 2008-1 to the Plan to be
executed on its behalf by a duly authorized officer on this 19th day of December, 2008. 
  

			
	WACHOVIA CORPORATION
		
	By:	 	   /s/ Charles D. Loring

		
	Title:	 	 Senior Vice President



  

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