Exhibit 4.2
STATE OF NORTH CAROLINA
CCB FINANCIAL CORPORATION
RETIREMENT SAVINGS PLAN
COUNTY OF DURHAM
THIRD AMENDMENT
THIS AGREEMENT, made and entered into by CCB Financial
Corporation, a corporation duly organized and existing under the
laws of the State of North Carolina.
WITNESSETH:
CCB Financial Corporation agrees that the CCB Financial
Corporation Retirement Savings Plan be hereby further amended,
effective May 19, 1995, as follows:
1. Delete Section 1.21 INDIVIDUAL ACCOUNT and substitute in lieu
thereof a new Section which shall read as follows:
Section 1.21 INDIVIDUAL ACCOUNT - The words "Individual
Account" shall mean the account records maintained for each
Participant pursuant to Articles IV, V, and XI, and
consisting of the following subaccounts:
a. Voluntary Account - The detailed records kept of
amounts, including the voluntary contributions made by
each Participant, and basic contributions made prior to
January 1, 1985 in accordance with the terms of the Plan
in effect then, and Fund earnings or losses credited or
charged to each Participant on these amounts in
accordance with the terms of the Plan.
b. Matching Account - The detailed records kept of amounts,
including matching contributions and profit sharing
contributions made prior to October 1, 1993, and Fund
earnings or losses credited or charged to each
Participant on these amounts in accordance with the
terms of the Plan. Prior to October 1, 1993, this
Account was known as the "CCBF Contributions Account".
c. Tax Deferred Account - The detailed records kept of
amounts, including tax deferred contributions made on
behalf of each Participant and the Employee Savings
Account balances transferred to this Plan from the
Security Capital Bancorp Employees' Incentive Profit
Sharing and Savings Plan on or about July 1, 1995, and
Fund earnings or losses attributable to such
contributions and transferred amounts credited or
charged to each Participant on these amounts in
accordance with the terms of the Plan.
d. Rollover Account - The detailed records kept of amounts,
including rollover contributions made by a Participant
or on his behalf in accordance with Article XI, the
Employee Rollover Account balances transferred to this
Plan from the Security Capital Bancorp Employees'
Incentive Profit Sharing and Savings Plan on or about
July 1, 1995, the account balances (if any) attributable
to elective deferrals under Code Section 401(k) in the
Omni Capital Group, Inc. Employee Stock Ownership Plan
transferred to this Plan as part of the termination of
said Employee Stock Ownership Plan and the Fund earnings
or losses credited or charged to each Participant on
these amounts in accordance with the terms of the Plan.
e. Profit Sharing Account - The detailed records kept of
amounts, including profit sharing contributions made on
or after October 1, 1993 and the account balances
transferred to this Plan from the CCB Financial
Corporation Employee Stock Ownership Plan on October 1,
1993 and Fund earnings or losses credited or charged to
each Participant on these amounts in accordance with the
terms of the Plan.
f. Merged Plan Account - The detailed records kept of
amounts, including the Employer Matching and Employer
Incentive Profit Sharing Accounts transferred to this
Plan from the Security Capital Bancorp Employees'
Incentive Profit Sharing and Savings Plan on or about
July 1, 1995 and Fund earnings or losses credited or
charged to each Participant on these amounts in
accordance with the terms of the Plan.
2. Amend Section 1.32 SERVICE WITH OTHER EMPLOYERS by adding a
paragraph which shall read as follows:
An Employee who was an employee of Security Capital Bancorp
on May 19, 1995 and who became an Employee as a result of the
merger of Security Capital Bancorp into CCB Financial
Corporation shall be credited with Eligibility Service and
Vesting Service under this Plan for service with Security
Capital Bancorp as if it had been service with the Employer.
3. Amend Section 2.01. CONDITIONS OF ELIGIBILITY by adding a
paragraph following the end of the second paragraph thereof
which shall read as follows:
A Participant in the Security Capital Bancorp Employees'
Incentive Profit Sharing and Savings Plan on June 30, 1995
shall become a Participant in this Plan on July 1, 1995
provided his June 30, 1995 account balance in the Security
Capital Bancorp Employees' Incentive Profit Sharing and
Savings Plan is transferred to this Plan pursuant to the
merger of the Security Capital Bancorp Employees' Incentive
Profit Sharing and Savings Plan into this Plan on or about
July 1, 1995. Said Participant shall have an Individual
Account on July 1, 1995 consisting of the following accounts:
a Merged Plan Account shall be established in his name in
accordance with Section 11.07 consisting of the amounts that
had been credited to his Employer Matching Account and
Employer Incentive Profit Sharing Account in the Security
Capital Bancorp Employees' Incentive Profit Sharing and
Savings Plan, a Tax Deferred Account consisting of the
amounts that had been credited to his Employee Savings
Account in the Security Capital Bancorp Employees' Incentive
Profit Sharing and Savings Plan, and a Rollover Account
consisting of the amounts that had been credited to his
Employee Rollover Account in the Security Capital Bancorp
Employees' Incentive Profit Sharing and Savings Plan. Said
Participant and his Individual Account will be subject to the
terms and conditions of this Plan in all respects.
4. Delete Section 4.04 WITHDRAWALS and substitute in lieu
thereof the following:
Section 4.04 - A Participant may, by making written
application to the Committee at least fifteen days prior to a
Valuation Date, request permission to withdraw his Tax
Deferred Account, Rollover Account, Merged Plan Account, and
the vested portion of his Matching Account and Profit Sharing
Account as of said Valuation Date.
The Committee shall permit such withdrawal of the entire Tax
Deferred Account, the entire Rollover Account, the entire
Merged Plan Account, and the vested portion of his Matching
Account and Profit Sharing Account if the Participant is age
59 1/2 or older.
The Committee shall permit withdrawal (under the rules set
forth below) of the entire Tax Deferred Account available for
withdrawal, the entire Rollover Account, the entire Merged
Plan Account, the vested Matching Account, and the vested
Profit Sharing Account if the Participant can demonstrate
financial hardship to the satisfaction of the Committee even
though the Participant has not attained age 59 1/2. Such
permission shall be given only if, under uniform rules and
regulations, the Committee determines that the purpose of the
withdrawal is to meet immediate and heavy financial needs of
the Participant, the amount of the withdrawal does not exceed
such financial need, the amount of the withdrawal is not
reasonably available from the resources of the Participant,
and the amount to be withdrawn is to be used to meet an
unusual or special situation in the Participant's financial
affairs. Such unusual or special situations shall be limited
to the post-secondary school educational expenses for the
Participant, his spouse, children, or dependents, the
purchase of the principal residence of the Participant,
medical expenses which are not covered by insurance of the
Participant, his spouse, or dependents, threatened eviction
from or foreclosure on the mortgage on the Participant's
principal residence, and funeral expenses of a family member;
provided, that such permission shall be applied uniformly to
all Participants in like circumstances.
For Plan Years beginning before January 1, 1989, the amount
of the Tax Deferred Account available for a hardship
withdrawal shall be the entire Account. For Plan Years
beginning on or after January 1, 1989, the amount of the Tax
Deferred Account available for a hardship withdrawal shall be
limited to an amount equal to: the Tax Deferred Account
balance as of December 31, 1988, plus tax deferred
contributions made since that Valuation Date, less hardship
withdrawals from the Tax Deferred Account taken since that
Valuation Date.
Withdrawals shall be made from a Participant's accounts in
the following order: Voluntary Account, Tax Deferred Account,
Rollover Account, Merged Plan Account, Matching Account, and
Profit Sharing Account. The minimum withdrawal permitted
from an account shall be the lesser of $500 or the entire
withdrawable amount in that account. No withdrawal shall be
made from an account until the entire amount withdrawable
from the accounts preceding that account in the above order
have been withdrawn.
5. Amend Section 5.04 WITHDRAWALS by deleting the second
paragraph thereof and substituting in lieu thereof the
following:
Withdrawal by a Participant from his Voluntary Account shall
in no way affect such Participant's Matching Account, Profit
Sharing Account, Merged Plan Account, Tax Deferred Account,
or Rollover Account.
6. Delete Section 6.02 METHOD AND MEDIUM OF PAYMENT and
substitute in lieu thereof the following:
Section 6.02 METHOD AND MEDIUM OF PAYMENT
a. The vested benefits due a Participant or Beneficiary in
accordance with this Article shall be paid to the
Participant or Beneficiary in cash; provided, however,
that a Participant or Beneficiary may elect to have his
entire Profit Sharing and Merged Plan Accounts paid in a
single payment consisting of whole shares of CCBF stock
with the value of any fractional share and the value of
his other Accounts paid in cash.
b. If the vested benefits due a Participant or Beneficiary
in accordance with this Article do not exceed $3,500,
such benefits will be paid in a single cash payment.
If the vested benefits due a Participant or Beneficiary
in accordance with this Article exceed $3,500, such
benefits shall be paid to the Participant or Beneficiary
in one of the following forms as elected in writing by
the Participant or Beneficiary:
1. A single sum payment.
2. Equal installments from the Trust (including
interest on the undistributed balance) over a
period certain not to exceed the life expectancy of
the Participant, or a period certain not to exceed
the joint and last survivor expectancy of the
Participant and his designated Beneficiary.
3. Purchase of a term certain nontransferable annuity
with payments to be made over a period certain not
to exceed the life expectancy of the Participant,
or a period certain not to exceed the joint and
last survivor expectancy of the Participant and his
designated Beneficiary.
c. For all payments made on or after January 1, 1993, a
Participant, or a Beneficiary who is either the
Participant's surviving spouse or the Participant's
former spouse who is an alternate payee under a
qualified domestic relations order (as defined in Code
Section 414(p)) with respect to the payment, whose
payment exceeds $200 may elect for any portion (not less
than $500, or the entire benefit if less) of the payment
that would be an Eligible Rollover Distribution to be
paid directly to an Eligible Retirement Plan specified
by such Participant or Beneficiary in a direct rollover.
For this purpose an Eligible Rollover Plan means an
individual retirement account described in Section
408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan
described in Section 403(a) of the Code, or a qualified
trust described in Section 401(a) of the Code. However,
in the case of an Eligible Rollover Distribution to the
surviving spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement
annuity.
For this purpose an Eligible Rollover Distribution means
any distribution to an individual from this Plan other
than: any distribution that is one of a series of
substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the individual or the joint lives (or
joint life expectancies) of the individual and the
individual's designated beneficiary, or for a specified
period of ten years or more; any distribution to the
extent such distribution is required under section 401
(a)(9) of the Code (distributions described in Article
VII); and the portion of any distribution that is not
includible in gross income (determined without regard to
the exclusion for net unrealized appreciation with
respect to employer securities).
7. Delete Section 6.08 and substitute in lieu thereof the
following:
Section 6.08 TERMINATION BENEFIT - If a Participant
terminates his employment for reasons other than Retirement,
Disability, or Death, he shall be entitled to a benefit equal
to the sum of the following:
a. All of his Tax Deferred Account balance as it exists on
the Valuation Date coinciding with or next following the
date on which his employment with the Employer
terminated.
b. All of his Voluntary Account balance as it exists on the
Valuation Date coinciding with or next following the
date on which his employment with the Employer
terminated.
c. All of his Rollover Account balance as it exists on the
Valuation Date coinciding with or next following the
date on which his employment with the Employer
terminated.
d. All of his Merged Plan Account balance as it exists on
the Valuation Date coinciding with or next following the
date on which his employment with the Employer
terminated.
e. A percentage of his Matching Account and Profit Sharing
Account balances as they exist on the Valuation Date
coinciding with or next following the date on which his
employment with the Employer terminated based on the
Benefit Table immediately following:
BENEFIT TABLE
Years of Percentage
Vesting Service Payable as a Benefit
Less than Two Years 0%
Two Years 20%
Three Years 40%
Four Years 60%
Five Years 80%
Six or More Years 100%
If a Participant returns to the employ of the Employer
after 5 consecutive Breaks in Service, Vesting Service
after such 5 consecutive Breaks in Service shall not be
recognized for the purpose of increasing the vested
portion of his Individual Account as it existed on the
Valuation Date next following his 5 consecutive Breaks
In Service. Such Individual Account shall be maintained
in accordance with Articles IV and V, and a new
Individual Account shall be established on his behalf.
Future contributions shall be allocated to this new
Individual Account.
8. Add a new Section 11.07 ADMINISTRATION OF MERGED PLAN ACCOUNT
which shall read as follows:
Section 11.07 ADMINISTRATION OF MERGED PLAN
ACCOUNT - In connection with the merger of the Security
Capital Bancorp Employees' Incentive Profit Sharing and
Savings Plan into this Plan on or about July 1, 1995, the
Committee shall establish and maintain a separate account
(which shall be called a "Merged Plan Account") in the name
of each Participant whose Employer Matching Account and/or
Employer Incentive Profit Sharing Account from the Security
Capital Bancorp Employees' Incentive Profit Sharing and
Savings Plan was transferred to the Plan. Said Employer
Matching Account and Employer Incentive Profit Sharing
Account that were transferred to the Plan on behalf of a
Participant shall be credited to the Participant's Merged
Plan Account. If the Employer Matching Account and the
Employer Incentive Profit Sharing Account are not full vested
and nonforfeitable, these accounts shall be maintained as
subaccounts within the Merged Plan Account and shall be
subject to vesting schedules applicable to these Accounts
under the Security Capital Bancorp Employees' Incentive
Profit Sharing and Savings Plan on June 30, 1995. Separate
records shall be kept as to all transactions affecting a
Merged Plan Account. However, for investment purposes, Merged
Plan Accounts shall not be segregated and held and invested
separately but rather shall be held by the Trustee and
commingled with the other funds of the Plan.
Allocations of Employer contributions shall be made without
regard to the Merged Plan Accounts. The realized and
unrealized gains or losses of the Merged Plan Accounts shall
be allocated among the Participants who have Merged Plan
Accounts in the same manner as Employer and Employee
contributions, as provided in Articles IV and V of the Plan.
IN WITNESS WHEREOF, CCB Financial Corporation has caused this
agreement to be executed this 20th day of March, 1995.
CCB FINANCIAL CORPORATION
By: /S/ XXXXXX X. XXXXXXXX
President
ATTEST:
/S/ XXXXXXXX X. XXXXXX
Assist. Secretary
