Exhibit 10.21
EXHIBIT A
AMENDMENT TO EXECUTIVE RETIREMENT AGREEMENT
AMENDMENT TO
EXECUTIVE RETIREMENT AGREEMENT
THIS AMENDMENT TO EXECUTIVE RETIREMENT AGREEMENT, made and
entered into as of the _____ day of ___________, 1996, by and between Wachovia
Corporation (the "Corporation"), a North Carolina corporation, and
____________________ (the "Executive").
R E C I T A L S:
The Corporation and the Executive executed the Executive
Retirement Agreement as of the _____ day of _____________, 19___ (the
"Agreement"). It is deemed advisable to amend the Agreement to provide for the
automatic vesting of the Supplemental Benefit upon a change of control of the
Corporation, and to update the Agreement to reflect changes in the name of the
Committee and the Equalization Plan as defined in the Agreement. In all other
respects, the Agreement, as it may have been previously amended, is hereby
ratified, confirmed and approved.
NOW, THEREFORE, the Corporation and the Executive hereby agree
that the Agreement shall be and hereby is amended, effective as of the date
hereof, as follows:
1. In the Recitals, change the name of the
"Compensation, Nominating and Organization Committee" to the
"Management Resources and Compensation Committee."
2. Insert the following new material at the end of
Section 7(a):
"Notwithstanding the foregoing provisions of this Section 7(a), in the
event of a change of control of the Corporation, the Executive shall be
vested in the right to receive payment of the Supplemental Benefit
under this Agreement, which right shall not be forfeited upon the
termination of the Executive for any reason other than for cause as
defined in this Section 7(a). In the event the employment of the
Executive is terminated at any time following a change in control of
the Corporation, the Supplemental Benefit and Spouse's Supplemental
Benefit (if any) shall be paid commencing as of the later of the date
of the termination of the Executive or the date the Executive attains
(or would have attained but for death) the age of fifty-five. For the
purposes herein, the term 'change of control' shall have the meaning
given such term in the Wachovia Corporation Stock Plan, as it may be
hereafter amended."
3. In Section 7(k), change the name of the "Wachovia
Corporation Retirement Income Benefit Equalization Plan" to the
"Wachovia Corporation Retirement Income Benefit Enhancement Plan."
Change all references in the Agreement from the "Equalization Plan" to
the "Enhancement Plan."
4. Insert the following new sentence at the end of
Section 7(i):
"Upon a change of control of the Corporation as defined in Section
7(a), this Agreement may not be amended or terminated without the
express written consent of the Executive."
IN WITNESS WHEREOF, this Amendment has been executed on behalf
of the Corporation by its duly authorized officers and by the Executive as of
the day and year first above written.
WACHOVIA CORPORATION
By: ________________________
Xxxxxx X. Xxxxxx, Chairman
Management Resources
and Compensation Committee
ATTEST:
______________________________
Secretary
____________________________
Executive
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