EXHIBIT 10(i)
STATE OF ALABAMA )
JEFFERSON COUNTY )
SOUTHTRUST CORPORATION
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
SECOND NONQUALIFIED DEFERRED COMPENSATION PLAN AND AGREEMENT
THIS PLAN AND AGREEMENT, by and between SOUTHTRUST
CORPORATION, a Delaware corporation ("SouthTrust") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
("▇▇▇▇▇▇"), as follows:
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇▇ currently serves as Chairman of the Board and
Chief Executive Officer of SouthTrust; and
WHEREAS, ▇▇▇▇▇▇ has agreed to forego any additional pay
increases through December 31, 2003; and
WHEREAS, ▇▇▇▇▇▇ and SouthTrust have agreed that, in addition
to other forms of compensation otherwise agreed to between them, in lieu of any
additional pay increases, SouthTrust shall provide as deferred compensation for
▇▇▇▇▇▇ a cash benefit for the life of ▇▇▇▇▇▇ pursuant to the terms and
provisions set forth in this Plan, the Internal Revenue Code of 1986, as
amended, and all regulations thereunder, and the Employee Retirement Income
Security Act of 1974, as amended and all regulations thereunder ("ERISA"); and
WHEREAS, it is intended that the Plan shall remain unfunded
for purposes of Title I of ERISA and for tax purposes; and
WHEREAS, SouthTrust has established a trust for the SouthTrust
Corporation ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Second Deferred Compensation Plan and
Agreement (hereinafter referred to as the "Trust") for the purpose of providing
upon the occurrence of certain events, the benefits described under this Plan.
NOW, THEREFORE, IN CONSIDERATION OF THE ABOVE PREMISES, and
the mutual covenants hereinafter set forth, faithfully to be kept by the parties
hereto, SouthTrust hereby establishes and adopts the SouthTrust Corporation
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Second Nonqualified Deferred Compensation Plan and
Agreement, as an unfunded arrangement to provide cash benefits to ▇▇▇▇▇▇
pursuant to this Plan.
ARTICLE 1
PURPOSE
The Plan is intended to be an unfunded arrangement for
purposes of Sections 201(2), 301(a)(3) and 401(a)(1) of Title I of ERISA to
provide a method to encourage ▇▇▇▇▇▇, who is a highly compensated and key
employee, to forego any additional pay increases through December 31, 2003 and
to provide financial security for ▇▇▇▇▇▇ upon his termination of employment from
SouthTrust by deferring payment to ▇▇▇▇▇▇ of the benefits as provided herein.
ARTICLE 2
DEFINITIONS
2.1 "Administrator" means the Human Resource Committee of
the Board.
2.2 "Board" means the Board of Directors of SouthTrust.
2.3 "Change in Control" means any one or more of the
following: (i) when any person or group of persons, directly or indirectly,
becomes the beneficial owner of, or obtain(s) the right to acquire securities of
SouthTrust representing 20% or more of the combined voting power of SouthTrust's
outstanding voting stock; (ii) when there is a change in the majority of the
members of the Board within any twenty-four month period; (iii) when there is
consummated any merger or consolidation which would result in a change in
control under any other provision of this paragraph; (iv) upon the adoption of
any plan or proposal for the liquidation or dissolution of SouthTrust; or (v)
upon the occurrence of any other event that would be required to be reported
under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act
of 1934.
2.4 "Code" means the Internal Revenue Code of 1986, as
amended.
2.5 "Effective Date" of the Plan means the 31st day of
December, 2000.
2.6 "Eligible Spouse" means the wife of ▇▇▇▇▇▇ to whom
▇▇▇▇▇▇ is married at the date the benefits to him hereunder commence or to whom
▇▇▇▇▇▇ has been married throughout the twelve month period ending on the date of
▇▇▇▇▇▇'▇ death (or, in the event ▇▇▇▇▇▇ should die as a result of an accidental
bodily injury, the wife of ▇▇▇▇▇▇ at the date of his death.)
2.7 "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.
2.8 "Qualified Joint and Survivor Annuity" means an
annuity for the life of ▇▇▇▇▇▇ with a survivor annuity for the life of the
Eligible Spouse of ▇▇▇▇▇▇ which is one-half of the amount of the annuity
payments during the joint lives of ▇▇▇▇▇▇ and his Eligible Spouse and which is
the actuarial equivalent of a single life annuity for the life of ▇▇▇▇▇▇.
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2.9 "Plan" means the SouthTrust Corporation ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, ▇▇. Second Nonqualified Deferred Compensation Plan and Agreement
established by this document and any related documents executed by ▇▇▇▇▇▇.
2.10 "SouthTrust" means SouthTrust Corporation, a
corporation organized and existing under the laws of the State of Delaware, and
any corporate successor thereto, whether by merger, consolidation, liquidation,
or otherwise.
2.11 "Trust" means the Trust for the SouthTrust
Corporation ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Second Non-Qualified Deferred Compensation
Plan and Agreement created simultaneously herewith for the benefit of ▇▇▇▇▇▇
pursuant to the terms of the Plan.
ARTICLE 3
ELIGIBILITY
▇▇▇▇▇▇ is a highly compensated employee as defined in Section
414(q) of the Code, shall be the only individual eligible to participate in the
Plan.
ARTICLE 4
ESTABLISHMENT OF TRUST
SouthTrust is not required to fund this Agreement. However, it
may do so by setting aside such cash and or other property necessary to pay the
benefits provided hereunder. In any event, however, the rights of ▇▇▇▇▇▇ shall
be those of an unsecured creditor. Any and all funds which may be set aside by
SouthTrust to satisfy any and all obligations created by this agreement shall be
paid by SouthTrust to the Trustee under the Trust which is, at the date of this
Plan and Agreement, SunTrust Bank, a Georgia corporation ("Trustee").
ARTICLE 5
BENEFIT AND FUNDING
5.1 Benefit.
(a) ▇▇▇▇▇▇ shall be entitled to receive the
retirement benefits provided in this Article if he is employed by SouthTrust at
the close of business on December 31, 2000.
(b) ▇▇▇▇▇▇ shall be entitled to receive an
annual benefit in the amount of $49,820.00 as a straight life annuity for and
during his life, except as otherwise elected as provided hereinbelow in Article
6, upon his termination of employment with SouthTrust, for any reason
whatsoever, on or after the close of business on December 31, 2000, but before
the close of business on June 30, 2001.
(c) ▇▇▇▇▇▇ shall be entitled to receive an
annual benefit in the amount of $68,486.00 as a straight life annuity for and
during his life, except as otherwise elected as provided
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hereinbelow in Article 6, upon his termination of employment with SouthTrust,
for any reason whatsoever, on or after the close of business on June 30, 2001,
but before the close of business on December, 31, 2001.
(d) ▇▇▇▇▇▇ shall be entitled to receive an
annual benefit in the amount of $157,386.00 as a straight life annuity for and
during his life, except as otherwise elected as provided hereinbelow in Article
6, upon his termination of employment with SouthTrust, for any reason
whatsoever, on or after the close of business on December 31, 2001, but before
the close of business on June 30, 2002.
(e) ▇▇▇▇▇▇ shall be entitled to receive an
annual benefit in the amount of $188,481.00 as a straight life annuity for and
during his life, except as otherwise elected as provided hereinbelow in Article
6, upon his termination of employment with SouthTrust, for any reason
whatsoever, on or after the close of business on June 30, 2002, but before the
close of business on December 31, 2002.
(f) ▇▇▇▇▇▇ shall be entitled to receive an
annual benefit in the amount of $242,611.00 as a straight life annuity for and
during his life, except as otherwise elected as provided hereinbelow in Article
6, upon his termination of employment with SouthTrust, for any reason
whatsoever, on or after the close of business on December 31, 2002, but before
the close of business on June 30, 2003.
(g) ▇▇▇▇▇▇ shall be entitled to receive an
annual benefit in the amount of $285,386.00 as a straight life annuity for and
during his life, except as otherwise elected as provided hereinbelow in Article
6, upon his termination of employment with SouthTrust, for any reason
whatsoever, on or after the close of business on June 30, 2003, but before the
close of business on December 31, 2003.
(h) ▇▇▇▇▇▇ shall be entitled to receive an
annual benefit in the amount of $452,351.00 as a straight life annuity for and
during his life, except as otherwise elected as provided hereinbelow in Article
6, upon his termination of employment with SouthTrust, for any reason
whatsoever, on or after the close of business on December 31, 2003.
5.2 Death Benefit. If ▇▇▇▇▇▇ dies before commencing to
receive payment of the benefits hereunder, the Eligible Spouse of ▇▇▇▇▇▇ shall
be entitled to receive, or commence to receive as of the first day of the month
following ▇▇▇▇▇▇'▇ death, the payments that would have been made to such
Eligible Spouse under a Qualified Joint and Survivor Annuity.
ARTICLE 6
PAYMENT OF BENEFITS
6.1 Any retirement benefits to which ▇▇▇▇▇▇ shall become
entitled pursuant to Article 5 hereinabove shall commence of the tenth day of
the first month following his termination of employment with SouthTrust.
6.2 Any retirement benefits to which ▇▇▇▇▇▇ shall become
entitled pursuant to Article 5 hereinabove shall be paid in the form of a
straight life annuity for the life of ▇▇▇▇▇▇, unless
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▇▇▇▇▇▇ elects, at least 180 days prior to his termination of employment, to
receive the actuarial equivalent of the benefit under any one of the optional
forms of benefit provided in the SouthTrust Corporation Revised Retirement
Income Plan.
ARTICLE 7
ADMINISTRATION
7.1 Administrator. This Plan shall be administered by the
Administrator.
7.2 Administrator's Powers and Duties. The Administrator
shall have the powers and duties to:
(a) Construe and interpret the provisions of the
Plan;
(b) Adopt, amend, or revoke rules and
regulations for the administration of the Plan, provided they are not
inconsistent with the provisions of the Plan;
(c) Provide appropriate parties with such
returns, reports, descriptions and statements as may be required by law, within
the times prescribed by law and to make them available for examination by ▇▇▇▇▇▇
when required by law;
(d) Take such other action as may reasonably be
required to administer the Plan in accordance with its terms or as may be
provided for or required by law;
(e) Withhold applicable taxes and file with the
Internal Revenue Service appropriate information returns, with respect to
distributions made from the Plan; and
(f) Appoint and retain such persons, including a
trustee of the Trust, as may be necessary to carry out the functions of the
Administrator.
(g) Upon the occurrence of a Change In Control,
the Administrator shall delegate and the Trustee shall accept any and all
administrative duties created by this Agreement.
ARTICLE 8
CLAIMS FOR BENEFITS
8.1 Submission of Claim. Claims for benefits under this
Plan are to be submitted to the Administrator.
8.2 Notice of Denial of Claim. If a claim for benefits
under this Plan is denied, the Administrator shall provide notice to the
claimant in writing of the denial within 90 days after its submission. The
notice shall be written in a manner calculated to be understood by the claimant
and shall include: (i) the specific reason or reasons for the denial; (ii)
specific reference to the pertinent Plan provisions on which the denial is
based; (ii) a description of any additional material or information
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necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and (iv) an explanation of the Plan's
claims review procedures.
8.3 Extension of Time. If special circumstances require
an extension of time for processing the initial claim, a written notice of the
extension and the reason therefor shall be furnished to the claimant before the
end of the initial 90 day period. In no event shall such extension exceed 90
days.
8.4 Review of Denial of Claim. The decision on review
shall be made within 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 120 days
after receipt of the request for review. If such an extension of time is
required, written notice of extension shall be furnished to the claimant before
the end of the original 60 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 shall include specific references to the provisions of the Plan on
which the denial is based. If the decision on review is not furnished within the
time specified above, the claim shall be deemed denied on review.
ARTICLE 9
MISCELLANEOUS
9.1 Amendment to Plan. This Plan may be modified or
amended, in whole or in part, only in writing signed by the parties hereto.
9.2 Termination of Plan. This Plan may only be terminated
upon the prior written consent of ▇▇▇▇▇▇ and SouthTrust.
9.3 Unsecured Promise. SouthTrust and ▇▇▇▇▇▇ acknowledge
that this Plan shall create only an unsecured promise by SouthTrust to ▇▇▇▇▇▇ to
pay the Benefit provided herein. Until the occurrence of a distribution event,
at which point ▇▇▇▇▇▇ shall be entitled to receive amounts provided hereunder,
all such amounts shall remain solely the property of SouthTrust, subject only to
the claims of SouthTrust's general creditors.
9.4 Assignment of Rights to Benefits. ▇▇▇▇▇▇'▇ rights to
the Benefit under the Plan shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment by ▇▇▇▇▇▇ or by creditors of ▇▇▇▇▇▇.
9.5 Unfunded Plan. It is the intention of SouthTrust and
▇▇▇▇▇▇ that the Plan be unfunded for tax purposes and for purposes of Title I of
ERISA.
9.6 Right to Employment. This Plan shall not be construed
as giving ▇▇▇▇▇▇ any right to continued employment with SouthTrust.
9.7 Binding Nature of the Plan. The Plan shall be binding
upon and inure to the benefit of SouthTrust, its successors and assigns, ▇▇▇▇▇▇
and his heirs and legal representatives.
9.8 Written Notice. Any notice or other communication
required or permitted under the Plan shall be in writing. If directed to
SouthTrust, the notice or communication shall be sent to the Board of SouthTrust
at the principal executive offices of SouthTrust. If directed to ▇▇▇▇▇▇, it
shall be sent
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to ▇▇▇▇▇▇ at the last known address as it appears on SouthTrust's records or, if
▇▇▇▇▇▇ is employed by SouthTrust, at the work site, at SouthTrust's option.
9.9 Entire Plan. This Plan, as completed and executed by
SouthTrust and ▇▇▇▇▇▇, and the Beneficiary Designation Form shall constitute the
entire Plan between SouthTrust and ▇▇▇▇▇▇.
9.10 Controlling Law. This Plan shall be construed in
accordance with the laws of the State of Alabama.
9.11 Expenses. The costs of administering the Plan will be
paid by SouthTrust.
9.12 Captions. The captions or headings in this Plan are
made for convenience and general reference only and shall not be construed to
describe, define or limit the scope or intent of the provisions of this Plan.
IN WITNESS WHEREOF, SouthTrust Corporation by and through its
duly authorized officers and ▇▇▇▇▇▇ have caused this instrument to be executed
under seal on the 18th day of October, 2000.
SOUTHTRUST CORPORATION
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Jr.
--------------------------------
Its Sr. Vice President
-----------------------------
ATTEST:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Its Secretary
[CORPORATE SEAL]
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
---------------------------------- ----------------------------------
Witness ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
(▇▇▇▇▇▇)
