Exhibit 10.10
ADDENDUM AND AMENDMENT
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
THIS ADDENDUM AND AMENDMENT, made effective this 23 day of October,
1996, by and among Centura Banks, Inc., a North Carolina corporation having its
principal place of business in Rocky Mount, North Carolina ("Centura"), Centura
Bank (the "Bank"), a subsidiary of Centura, and Xxxxx X. Xxxxxx, Xx.
("Participant"), an employee of the Bank.
WHEREAS, Centura, Bank and Participant entered into a Supplemental
Executive Retirement Agreement (the "Agreement") dated as of May 14, 1996, under
the Centura Banks, Inc. Omnibus Supplemental Executive Retirement Plan (the
"Omnibus SERP"); and
WHEREAS, the parties desire to clarify the provisions of the Agreement
relating to the consequences of a change in control;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and understandings hereunder, the parties hereto agree as follows:
1. Upon a change in control, as defined in Section 8.3 of the Omnibus
SERP, paragraph 6 of the Agreement provides that Participant's rights
and accrued benefits under the Omnibus SERP and the Agreement shall be
fully vested. Accordingly:
(a) for purposes of paragraph 1 of the Agreement, if Participant is no
longer employed by Bank as of his 58th birthday, he shall nevertheless
be entitled to elect during the Election Period to begin receiving his
Retirement Benefit. Participant's Final Average Monthly Compensation
shall be determined by reference to his Annual Compensation as of his
actual termination of employment;
(b) for purposes of paragraph 2 of the Agreement, the requirement that
Participant be actively employed as a full-time officer of Bank shall
be disregarded. Participant's Final Average Monthly Compensation shall
be determined by reference to his Annual Compensation as of his actual
termination of employment; and
(c) for purposes of paragraph 3 of the Agreement, Participant shall be
deemed to have completed ten (10) years of employment with Bank. If
Participant is no longer employed by Bank at the time of his
Disability, he shall nevertheless be entitled to Disability Benefits
under paragraph 3. Participant's Final Average Monthly Compensation
shall be determined by reference to his Annual Compensation as of his
actual termination of employment.
2. This Addendum and Amendment shall be construed as an amendment of the
Agreement, effective as if its provisions had been included as part of
the original Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum and
Amendment to be executed as of the day and year first above written.
CENTURA BANKS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
ATTEST:
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Assistant Secretary
(Corporate Seal)
CENTURA BANK
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
ATTEST:
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Assistant Secretary
(Corporate Seal)
PARTICIPANT
/s/ Xxxxx X. Xxxxxx, Xx. (SEAL)
Xxxxx X. Xxxxxx, Xx.
