EXHIBIT 10(N)

EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT, made and entered into as of the 1st day of November, 2001, by and between Wachovia Corporation (the “Company”), a North Carolina corporation, and ROBERT P. KELLY (the “Executive”);

     WHEREAS, the Management Resources & Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued service of the Executive. The Committee believes it is imperative to encourage the Executive’s full attention and dedication to the Company, and to provide the Executive with compensation and benefits arrangements upon a termination of employment with the Company which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations.

     NOW, THEREFORE, in order to accomplish the objectives set forth above and in consideration of the mutual covenants herein contained, the parties hereby agree as follows:

     1.     Employment Period. (a) The “Effective Date” shall mean the date hereof.

          (b)     The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company upon the terms and conditions set forth in this Agreement, for the period commencing on the Effective Date and ending on the third anniversary thereof (the “Employment Period”); provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 90 days prior to the Renewal Date the Company or the Executive, respectively, shall give notice to the Executive or the Company, respectively, that the Employment Period shall not be so extended. Notwithstanding the foregoing, in the event a “Change in Control” (as defined herein) occurs, the Employment Period, unless previously terminated, shall be extended immediately prior to the Change in Control so that the Employment Period shall terminate no earlier than three years from such Change in Control.

     2.     Terms of Employment. (a) Positions and Duties. (i) During the Employment Period, the Company agrees to employ the Executive, and the Executive agrees to serve as an employee of the Company and as an employee of one or more of its subsidiaries. The Executive shall perform such duties and responsibilities, in such capacity and with such authority, for the Company (or one or more of its subsidiaries) as the Company may designate from time to time. Such duties shall be of a type for which the Executive is suited by background, experience and training, in the Company’s reasonable discretion.

               (ii)     During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to

1

devote his full professional attention and time during normal business hours to the business and affairs of the Company and to perform the responsibilities assigned to the Executive hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, and (C) manage personal investments, so long as such activities do not interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement and are consistent with the Company’s policies. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

          (b)     Compensation. (i) Salary and Bonus. For all services rendered by the Executive in any capacity under this Agreement, the Company shall pay the Executive during the Employment Period as compensation (i) an annual salary in an amount not less than the amount of the Executive’s annual salary as of the Effective Date (the “Annual Base Salary”) and (ii) such annual cash incentive bonus, if any, as may be awarded to him by the Board or by a Committee designated by the Board (the “Annual Bonus”); provided, however, the Annual Bonus paid to the Executive for the fiscal year 2001 shall not be less than $675,000. Such salary shall be payable in accordance with the Company’s customary payroll practices, and any such bonus shall be payable in cash in accordance with the Company’s incentive bonus plans from which the Annual Bonus is awarded. During the Employment Period prior to the Date of Termination, the Annual Base Salary shall be reviewed in accordance with the Company’s policies and procedures applicable to the Executive and may be increased from time to time consistent with such procedures. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. In the event the Executive’s actual Annual Base Salary is increased above the then current Annual Base Salary during the Employment Period, such increased Annual Base Salary shall constitute “Annual Base Salary” for purposes of this Agreement, and may not thereafter be reduced except with the written consent of the Executive.

               (ii)     Employee Benefits. During the Employment Period prior to the Date of Termination, the Executive and/or the Executive’s family, as the case may be, shall be eligible to participate in employee benefit plans generally available to other peer executives of the Company or its subsidiaries, including without limitation, employee stock purchase plans, savings plans, retirement plans, welfare benefit plans (including, without limitation, medical, prescription, dental, disability, life, accidental death, and travel accident insurance, but excluding severance plans) and similar plans, practices, policies and programs. In addition, during the Employment Period, the Executive shall be eligible to participate in the Company’s stock-based incentive compensation plans then available to other peer executives of the Company with awards thereunder determined by the Board or by a Committee designated by the Board, in its sole discretion, except as provided in this Agreement.

               (iii)     Expenses. During the Employment Period prior to the Date

2

of Termination, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company and its affiliated companies in effect for the Executive at the time the expense is incurred.

               (iv)     Fringe Benefits. During the Employment Period prior to the Date of Termination, the Executive shall be entitled to fringe benefits and perquisite plans or programs of the Company and its affiliated companies generally available to executives who are peers of the Executive; provided that the Company reserves the right to modify, change or terminate such fringe benefits and perquisite plans or programs from time to time, in its sole discretion.

               (v)     Indemnification/D&O Insurance. During the Employment Period for acts prior to the Date of Termination, the Executive shall be entitled to indemnification with respect to the performance of his duties hereunder, and directors’ and officers’ liability insurance, on the same terms and conditions as generally available to other peer executives of the Company and its affiliated companies.

     3.     Termination of Employment. (a) Retirement, Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or Retirement (as defined herein) during the Employment Period. For purposes of this Agreement, “Retirement” shall mean either (i) voluntary termination by the Executive of the Executive’s employment upon satisfaction of the requirements for early retirement under the Company’s tax-qualified defined benefit pension plan or (ii) voluntary termination by the Executive of the Executive’s employment upon satisfaction of the requirements for normal retirement under the terms of the Company’s tax-qualified pension plan. If the Company determines in good faith that Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean termination of the Executive’s employment upon satisfaction of the requirements to receive benefits under the Company’s long-term disability plan.

          (b)     Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean:

               (i)     the continued and willful failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Company which specifically identifies the manner in which the Company believes that the Executive has not substantially performed the Executive’s duties and a reasonable time for such substantial performance has elapsed since delivery of such demand, or

3

               (ii)     the willful engaging by the Executive in illegal conduct or gross misconduct which is materially injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chairman of the Board or a senior executive officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Following a Change in Control (as defined herein), the Company’s termination of the Executive’s employment shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

          (c)     Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, in the absence of a written consent of the Executive which expressly refers to a provision of this Section 3(c):

               (i)     prior to a Change in Control, the substantial diminution in the overall importance of the Executive’s role, as determined by balancing (A) any increase or decrease in the scope of the Executive’s management responsibilities against (B) any increase or decrease in the relative sizes of the businesses, activities or functions (or portions thereof) for which the Executive has responsibility; provided, however, that none of (I) a change in the Executive’s title, (II) a change in the hierarchy, (III) a change in the Executive’s responsibilities from line to staff or vice versa, and (IV) placing the Executive on temporary leave pending an inquiry into whether the Executive has engaged in conduct that could constitute “Cause” under this Agreement, either individually or in the aggregate shall be considered Good Reason;

               (ii)     any failure by the Company to comply with any material provision of this Agreement (including, without limitation, any provision of Section 2 of this Agreement), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

               (iii)     any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement;

               (iv)     at any time prior to the Executive reaching age 63, the Company giving notice to the Executive of its intention not to extend the term of this Agreement as provided in Section 1(b);

4

               (v)     following a Change in Control, the relocation of the principal place of the Executive’s employment to a location that is more than 35 miles from such principal place of employment immediately prior to the date the proposed Change in Control is publicly announced, or the Company’s requiring the Executive to travel on Company business to a substantially greater extent than required immediately prior to the Change in Control;

               (vi)     following a Change in Control, the Company’s requiring the Executive or all or substantially all of the employees of the Company who report directly to the Executive immediately prior to the date the proposed Change in Control is publicly announced to be based at any office or location other than such person’s office or location on such date;

               (vii)     any failure by the Company to comply with and satisfy Section 9(c) of this Agreement; or

               (viii)     following a Change in Control, assignment to the Executive of any duties inconsistent in any respect with the Executive’s position as in effect immediately prior to the public announcement of the proposed Change in Control (including status, offices, titles and reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in any diminution in such position, authority, duties or responsibilities.

For purposes of this Section 3(c), any good faith determination of “Good Reason” made by the Executive after a Change in Control shall be conclusive (including any such determination when the Executive is then eligible for Retirement). In the event the Company challenges the Executive’s determination of Good Reason, the Company shall continue to make the payments and provide the benefits to the Executive as set forth in Section 4(a). If it is finally determined pursuant to the procedures set forth in this Agreement that the Executive’s termination was not for Good Reason, the Executive shall reimburse the Company the amounts to which it is finally determined to be entitled.

          (d)     Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder. To be effective, a Notice of Termination

5

given by the Executive terminating employment with the Company for Good Reason must be received by the Company no later than 60 days from the event(s) giving rise to the Good Reason termination.

          (e)     Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, the date of receipt of the Notice of Termination, unless the Company agrees to a later date no more than 30 days after such notice, as the case may be, (ii) if the Executive’s employment is terminated by the Executive for Good Reason or Retirement, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be, (iii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination or any later date specified therein within 30 days of such notice, as the case may be, (iv) if the Executive’s employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be, and (v) if the Executive’s employment is terminated by the Executive for other than Good Reason, death, Disability or Retirement, the date that is 60 days after the date of receipt of the Notice of Termination by the Company, provided, however, the Company may elect to waive such notice or place the Executive on paid leave for all or any part of such 60-day period during which the Executive will be entitled to continue to receive the Annual Base Salary but shall not receive any Annual Bonus or any other payment from the Company other than reimbursement for expenses as contemplated in Section 2(b)(iii) and continued participation in the employee benefit plans as contemplated in Section 2(b)(ii).

          (f)     Change in Control. For purpose of this Agreement, a “Change in Control” shall mean:

               (i)     The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”; provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 3(f); or

               (ii)     Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the

6

Company in which such person is named as a nominee for director, without written objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or contests by or on behalf of a Person other than the Board; or

               (iii)     Consummation of a reorganization, merger, share exchange or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from the Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board immediately prior to the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

               (iv)     Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

     4.     Obligations of the Company upon Termination. (a) Good Reason; Company Termination other than for Cause, Death, Disability or Retirement. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, Death, Disability or Retirement or the Executive shall terminate employment for Good Reason:

               (i)     the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of (A) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, and (B) the product of (1) an Annual Bonus of an amount equal to the greater of (x) the highest annual cash incentive bonus paid by the Company to the

7

Executive for the three calendar years prior to the Date of Termination (which may include, if applicable, the bonus for 2001 described in Section 2(b)(i)) or (y) the Executive’s then applicable “target” incentive bonus under the then applicable cash incentive compensation plan prior to the Date of Termination (the greater of clauses (x) or (y) is defined as the “Base Bonus”), and (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365, to the extent not theretofore paid (the “Pro Rata Bonus”), (C) any unpaid Annual Bonus for the prior year, (D) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and (E) any accrued paid time off, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), (C), (D) and (E) shall be hereinafter referred to as the “Accrued Obligations”).

For purposes of determining the Base Bonus hereunder, the Company shall exclude any special or one-time bonuses and any premium enhancements to bonuses but shall include any portions of bonuses (other than the excluded bonuses) which have been deferred by the Executive;

               (ii)     for each of the three years after the Executive’s Date of Termination (the “Compensation Continuance Period”), the Company shall pay to the Executive a cash benefit equal to the sum of (A) the Executive’s highest Annual Base Salary during the twelve months immediately prior to the Date of Termination, (B), the Base Bonus, and (C) the amount equal to the highest matching contribution by the Company to the Executive’s account in the Company’s 401(k) plan for the five years immediately prior to the Date of Termination (the payments described in clauses (A), (B) and (C) shall be hereinafter referred to as the “Compensation Continuance Payments” and, together with the benefits referred to in Sections 4(a)(iii), (iv), (v), (vi) and (vii), shall be hereinafter referred to as the “Compensation Continuance Benefits”). The Company shall make the Compensation Continuance Payments no more frequently than semi-monthly (and may make the Compensation Continuance Payments in accordance with the Company’s normal payroll policies and practices), and shall withhold from the Compensation Continuance Payments all applicable federal, state and local taxes. Notwithstanding anything contained in this Agreement to the contrary, in the event a Change of Control has occurred on or prior to the Date of Termination, the Company shall pay the Compensation Continuance Payments to the Executive in a lump sum in cash within 30 days after the Date of Termination.

               (iii)     during the Compensation Continuance Period (or for the remainder of the Executive’s life if such Date of Termination is after a Change in Control), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue medical, dental and life insurance benefits to the Executive and/or the Executive’s family on a substantially equivalent basis to those which would have been provided to them in accordance with the medical, dental and life insurance plans, programs, practices and policies described in Section 2(b)(iv) of this Agreement if the Executive’s employment had not been terminated. Notwithstanding the foregoing, in the event the Executive becomes reemployed with another employer and becomes eligible to receive medical, dental and/or life insurance benefits from such employer, the medical, dental and/or life insurance benefits described herein shall be secondary to such benefits during the

8

period of the Executive’s eligibility, but only to the extent that the Company reimburses the Executive for any increased cost and provides any additional benefits necessary to give the Executive the benefits provided hereunder. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have terminated employment with the Company on the Date of Termination. Notwithstanding the foregoing, if the Company reasonably determines that providing continued coverage under one or more of its welfare benefit plans contemplated herein could adversely affect the tax treatment of other participants covered under such plans, or would otherwise have adverse legal ramifications, the Company may, in its discretion, either (A) provide other coverage at least as valuable as the continued coverage through insurance or otherwise, or (B) pay the Executive a lump sum cash amount that reasonably approximates the after-tax value to the Executive of the premiums for continued coverage, in lieu of providing such continued coverage;

               (iv)     during the Compensation Continuance Period, to the extent not otherwise vested in accordance with the Company’s stock compensation plans, all unvested options to purchase shares of Company common stock and restricted stock awards will continue to vest in accordance with the applicable terms of such stock option or restricted stock grants as if the Executive’s employment with the Company had not been terminated. At the end of the Compensation Continuance Period, to the extent not otherwise vested in accordance with the preceding sentence, all unvested stock options and restricted stock awards will vest. Notwithstanding the termination of the Executive’s employment with the Company, all stock options granted to the Executive as of the date of this Agreement and during the Employment Period will be exercisable until the scheduled expiration date of such stock options; provided, however, in the event any such stock options are designated as “incentive stock options” pursuant to section 422 of the Code (as defined herein), such stock options shall be treated as non-qualified stock options for purposes of this sentence to the extent that they are exercised after the period specified in section 422(a)(2) of the Code (to the extent such provision applies);

               (v)     during the Compensation Continuance Period, the Executive shall be entitled to continue to participate in the Company’s fringe benefit and perquisite plans or programs in which the Executive participated immediately prior to the Date of Termination, in each case in accordance with the Company’s plans, programs, practices and policies;

               (vi)     to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliated companies (excluding any severance plan, program, policy or practice) through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and

               (vii)     the Company will provide outplacement services to the Executive in accordance with the Company’s policies generally applicable to

9

involuntarily terminated employees.

          (b)     Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for payment of Accrued Obligations, Other Benefits, and the payment of an amount equal to the Executive’s Annual Base Salary. Accrued Obligations and cash payments pursuant to the preceding sentence shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 4(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, death benefits then applicable to the Executive.

          (c)     Retirement. If the Executive’s employment is terminated by reason of the Executive’s Retirement during the Employment Period, this Agreement shall terminate without further obligations to the Executive under this Agreement, other than for payment of Accrued Obligations and Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 4(c) shall include, without limitation, and the Executive shall be entitled to receive, all retirement benefits then applicable to the Executive.

          (d)     Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations, Other Benefits, and the payment of an amount equal to the Executive’s Annual Base Salary. Accrued Obligations and the cash payments pursuant to the preceding sentence shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 4(d) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits then applicable to the Executive.

          (e)     Cause; Other than for Good Reason. If the Executive’s employment shall be terminated by the Company for Cause or by the Executive without Good Reason (other than for Retirement) during the Employment Period, this Agreement shall terminate without further obligations of the Company to the Executive other than the obligation to pay to the Executive (x) his Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Executive, and (z) Other Benefits, in each case only to the extent owing and theretofore unpaid.

     5.     Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify (excluding any severance plan or program of the Company), nor subject to Section 11(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of

10

its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

     6.     Full Settlement. Except as specifically provided in this Agreement, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Executive acknowledges and agrees that subject to the payment by the Company of the benefits provided in this Agreement to the Executive, in no event will the Company or its subsidiaries or affiliates be liable to the Executive for damages under any claim of breach of contract as a result of the termination of the Executive’s employment. In the event of such termination, the Company shall be liable only to provide the benefits specified in this Agreement. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, if it is finally judicially determined that the Executive brought any claims contemplated in the previous sentence in bad faith, the Executive shall reimburse the Company for such fees and expenses which are reasonably related to such bad faith claim.

     7.     Covenants. (a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret, non-public or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their related businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies (or predecessors thereto). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In addition to the foregoing, the Executive will refrain from taking any action or making any statements, written or oral, which are intended to or which disparage the business, goodwill or reputation of the Company or any of its affiliated companies, or their respective directors, officers, executives or other employees, or which could adversely affect the morale of employees of the Company or any of its affiliated companies.

11

          (b)     (i) While employed by the Company and for three years after the Date of Termination (which may include the Compensation Continuance Period), the Executive shall not, directly or indirectly, on behalf of the Executive or any other person, (A) solicit for employment by other than the Company, (B) encourage to leave the employ of the Company, or (C) interfere with the Company’s or its affiliated companies’ relationship with, any person employed by the Company or its affiliated companies.

               (ii)     While employed by the Company and for three years after the Date of Termination (which may include the Compensation Continuance Period), the Executive will not become a director, officer, employee or consultant engaging in activities similar to those performed by a senior officer for any business which is in competition with any line of business of the Company or its affiliates and in which the Executive participated in a direct capacity while he was employed by the Company or its affiliates (including predecessors thereof) at any time within the one year period preceding the Effective Date and which has offices in any location in which the Executive had supervisory responsibility in the geographic footprint of First Union National Bank (or successors thereto, including but not limited to, Florida, Georgia, South Carolina, Tennessee, North Carolina, Virginia, Maryland, Pennsylvania, New Jersey, Delaware, New York, Connecticut, and Washington, D.C. plus any other state or states added during the Employment Period) during that one year period. The Executive expressly acknowledges the reasonableness of such restrictions and such geographic area. Further, during such period, the Executive will not acquire an equity or equity-like interest in such an organization for his own account, except that he may acquire equity interests of not more than 5% of any such organization from time to time as an investment. Notwithstanding anything to the contrary contained herein, this Section 7(b)(ii) shall not apply if the Executive terminates employment with the Company pursuant to Retirement or the Executive terminates employment with the Company for any reason following a Change in Control or the Company terminates the Executive’s employment for any reason following a Change in Control. Upon the Executive’s request to the Company’s Chief Executive Officer, the Company will provide an advance opinion as to whether a proposed activity would violate the provisions of this Section 7(b)(ii).

               (iii)     During the Compensation Continuance Period, the Executive shall provide consulting services to the Company at such time or times as the Company shall reasonably request, subject to appropriate notice and to reimbursement by the Company of all reasonable travel and other expenses incurred and paid by the Executive in accordance with the Company’s then-current policy for expense reimbursement. In the event the Executive shall engage in any employment permitted hereunder during the Compensation Continuance Period for another employer or on a self-employed basis, the Executive’s obligation to provide the consulting services hereunder shall be adjusted in accordance with the requirements of such employment.

          (c)     In the event of a breach or threatened breach of this Section 7, the Executive agrees that the Company shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach and, prior to a Change in Control, the Company may terminate the Compensation Continuance

12

Period and the Compensation Continuance Benefits, if applicable, in its sole discretion. The Executive acknowledges that monetary damages would be inadequate and insufficient remedy for a breach or threatened breach of Section 7. Following the occurrence of a Change in Control, in no event shall an asserted violation of the provisions of this Section 7 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. If it is finally determined pursuant to the procedures set forth in this Agreement that the Executive did not breach this Section 7, the Company shall reimburse the Executive the amounts to which it is finally determined to be entitled.

          (d)     Any termination of the Executive’s employment or of this Agreement shall have no effect on the continuing operation of this Section 7; provided, however, upon termination of this Agreement due to the Company’s or the Executive’s failure to extend the term of this Agreement pursuant to Section 1(b), Section 7(b)(ii) shall no longer apply to the Executive if the Executive’s employment shall terminate after the term of this Agreement expires; and provided, further, Section 7(b)(ii) shall not apply if the Executive terminates employment with the Company pursuant to Retirement or the Executive terminates employment with the Company for any reason following a Change in Control or the Company terminates the Executive’s employment for any reason following a Change in Control.

          (e)     The Executive hereby agrees that prior to accepting employment with any other person or entity during the Employment Period or during the three years following the Date of Termination (which may include the Compensation Continuance Period), the Executive will provide such prospective employer with written notice of the existence of this Agreement and the provisions of Section 3(e) and this Section 7, with a copy of such notice delivered simultaneously to the Company in accordance with Section 11(c). The foregoing provision shall not apply if the Company terminates the Executive’s employment without Cause following a Change in Control, or if the Executive terminates his employment for Good Reason following a Change in Control.

     8.     Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive following a Change in Control (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise, but determined without regard to any additional payments required under this Section 8) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor statute) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

13

          (b)     Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG LLP or such other certified public accounting firm reasonably acceptable to the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 30 business days of the receipt of notice from the Company that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive by the due date for the payment of any Excise Tax, or, if earlier, 30 days after the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

          (c)     The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

               (i)     give the Company any information reasonably requested by the Company relating to such claim,

               (ii)     take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

               (iii)     cooperate with the Company in good faith in order to effectively contest such claim, and

               (iv)     permit the Company to participate in any proceedings relating to such claim;

14

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

          (d)     If, after the receipt of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto) upon receipt thereof. If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial or refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

          (e)     For purposes of this Section 8, any reference to the Executive shall be deemed to include the Executive’s surviving spouse, estate and/or beneficiaries with respect to payments or adjustments provided by this Section 8.

     9.     Successors. (a) This Agreement is personal to the Executive and without the prior consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.

15

          (b)     This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

          (c)     The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly in writing and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

     10.     Arbitration. Except with respect to the Company’s rights to injunctive relief for matters arising under Section 7 of this Agreement, any disputes or controversies arising under or in connection with this Agreement (including, without limitation, whether any such disputes or controversies have been brought in bad faith) shall be settled exclusively by arbitration in Charlotte, North Carolina in accordance with the commercial arbitration rules of the American Arbitration Association then in effect; provided, however, that the Company may invoke the American Arbitration Association’s Optional Rules for Emergency Measures of Protection. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

     11.     General Provisions. (a) Governing Law; Amendment; Modification. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina, without reference to principles of conflict of laws. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

          (b)     Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.

          (c)     Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in the Company’s case, to its Secretary) or forty-eight (48) hours after deposit thereof in the U.S. mail, postage prepaid, for delivery as registered or certified mail — addressed, in the case of the Executive, to such Executive at his residential address, and in the case of the Company, to its corporate headquarters, attention of the Secretary, or to such other address as the Executive or the Company may designate in writing at any time or from time to time to the other party. In lieu of notice by deposit in the U.S. mail, a party may give notice by telegram or telex.

          (d)     Tax Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

16

          (e)     Strict Compliance. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 3(c) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. The waiver, whether express or implied, by either party of a violation of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent violation of any such provision.

          (f)     Entire Understanding. From and after the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, including without limitation, the Employment Agreement between the Company and the Executive dated as of February 23, 2001.

          (g)     Conflicts with Plans. To the extent any plan, policy, practice or program of or contract or agreement with the Company attempts to cap, restrict, limit or reduce payments to the Executive hereunder, such caps, restrictions, limitations or reductions are expressly modified to permit the payments contemplated hereby and the parties intend that the terms of this Agreement shall be construed as having precedence over any such caps, restrictions, limitations or reductions.

          (h)     Release and Waiver of Claims. In consideration of any Compensation Continuance Benefits the Company provides to the Executive under this Agreement, the Executive upon termination of employment with the Company shall execute a separate general release and waiver of claims in favor of the Company, its affiliates and personnel in a form acceptable to the Company. The Executive shall not be eligible for any Compensation Continuance Benefits until the Executive has executed such release and waiver of claims.

          (i)     Creditor Status. No benefit or promise hereunder shall be secured by any specific assets of the Company. The Executive shall have only the rights of an unsecured general creditor of the Company in seeking satisfaction of such benefits or promises.

          (j)     No Assignment of Benefits. No right, benefit or interest hereunder shall be subject to assignment, encumbrance, charge, pledge, hypothecation or set off in respect of any claim, debt or obligation, or similar process.

17

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officers thereunto duly authorized, and the Executive has signed this Agreement under seal, all as of the date and year first above written.

18

EXHIBIT 10(EE)

FORM OF SPLIT-DOLLAR LIFE INSURANCE AGREEMENT ¹

     This Agreement effective as of the       day of                      ,       , [See Exhibit 1] by and among [FIRST UNION][WACHOVIA] CORPORATION, a North Carolina corporation having its principal office in Charlotte, North Carolina (hereinafter referred to as the “Employer”), and                       (hereinafter referred to as the “Owner”).

     WHEREAS, the Owner desires to purchase a certain life insurance policy insuring the lives of [see Exhibit 1]                           (hereinafter referred to as the “Employee”) and                           (hereinafter referred to as the “Employee’s Spouse”, the Employee and the Employee’s Spouse are sometimes hereinafter referred to as the “Insureds”); and

     WHEREAS, the Employee is an employee of the Employer and has discharged his duties in a capable manner to the benefit of the Employer; and

     WHEREAS, the Employer desires to help the Employee and the Employee’s Spouse create a life insurance program for the benefit and protection of their family by the establishment of a split-dollar life insurance plan and is willing to pay a portion of the premiums due on the policy issued pursuant to such plan; and

     WHEREAS, the Owner will be the owner of such policy, and as such, will have all incidents of ownership in and to the policy and agrees to participate in such split-dollar life insurance plan as hereinafter provided;

     NOW, THEREFORE, in consideration of the premises and of the mutual promises contained therein, the parties hereto agree as follows:

	1.		The Employee applied to John Hancock Mutual Life Insurance Company (hereinafter referred to as the “Insurer”) for a survivorship policy in the face amount of [See Exhibit 1]                           Dollars ($                      ) on the lives of the Employee and the Employee’s spouse (hereinafter referred to as the “Policy”). The Policy was issued and the policy number and face amount are recorded on Schedule A attached hereto, and the Policy has been subject to the terms of the Agreement prior to this amendment.
	2.		Employee assigned the Policy to the Employer to secure the Employer’s rights under the Agreement prior to this amendment. The collateral assignment (hereinafter referred to as the “Collateral Assignment”) cannot be altered or changed without the consent of the Employer.

	3.		Employee has assigned to Owner all of Employee’s right, title and interest in and to the Policy outright and has also assigned employee’s obligations under the Collateral Assignment, and the Employer has agreed to continue to effect the terms of the Agreement, as amended, with the Owner assuming the obligations of Employee under the Agreement prior to this amendment, as Employee’s assignee, and as herein set forth.
	4.		Subject to the provisions of this Agreement as hereinafter provided, the Owner, as the sole and exclusive owner of the Policy, has all the rights of the owner under the terms of the Policy, including, but not limited to, the right to designate beneficiaries, select settlement and dividend options, borrow on the security of the Policy and to surrender the Policy, and such rights may be exercised by the Owner with the Employer’s consent.
	5.		The Owner shall pay to the Employer that part of each annual premium equal to [See Exhibit 1] $                      (the “Owner’s Payment”) for each year until this Agreement is terminated by its terms, regardless of whether annual premiums are required to be paid to the Insurer on the Policy and any such amounts paid to the Employer by the Owner pursuant to this Section 5 which are not required to be remitted to the Insurer to meet an annual premium payment obligation shall be retained by the Employer and credited against the Policy Interest. The Owner agrees to pay the Owner’s Payment to the Employer no later than thirty (30) days after the annual premium is due or would otherwise have been due if such premium were so payable. The Employer shall pay the balance of each annual premium for the first fifteen (15) years of the Policy as set forth on Schedule C attached hereto (hereinafter referred to as the “Premium Advances”) and shall remit to the Insurer the full amount of each annual premium due in accordance with the mode of premium payment as provided in the Policy on or before the due date of such premium, except as provided in Sections 9 and 10 hereof.
	6.		As long as this Agreement is in effect, any Policy dividend credited to the Policy shall be applied to provide paid-up additions and the parties hereto agree the dividend election provisions of the Policy shall conform to the provisions hereof.
	7.		The total amount of (i) all Premium Advances plus (ii) any unpaid Owner’s Payments, plus (iii) an investment return equal to three percent (3%) interest compounded annually on the outstanding Premium Advances and unpaid Owner’s Payments to provide Employer an investment return thereon, shall constitute the Employer’s interest in the Policy (referred to herein as the “Policy Interest”). As security for and to secure the repayment of the Policy Interest, as it may exist from time to time, the Owner shall execute and deliver to the Employer, at the time this Agreement is executed, a collateral assignment of the Policy in the form set forth in Schedule B to this Agreement (hereinafter referred to as the “Collateral Assignment”), and the Employer may enforce its right to be paid the Policy Interest pursuant to Sections 9 through 11 of this Agreement from the cash surrender value of the Policy, provided that if the cash surrender value exceeds the Policy Interest, such excess shall remain the property of the Owner.

- 2 -

	8.		Except in connection with the payment of the Policy Interest to the Employer pursuant to Section 9 or Section 10 hereof, the Owner shall not permit the Contract Debt to exceed the Loan Value of the Policy, less the Policy Interest (the “Owner’s Borrowing Limit”). For purposes of this paragraph the terms “Contract Debt” and “Loan Value” shall have the meanings provided in the Policy and set forth on Schedule E attached hereto.
	9.		The Owner may terminate this Agreement upon thirty (30) days’ advance written notice to the Employer, and the Employer shall release its interest in the Policy, cancel the Collateral Assignment, and transfer physical possession of the Policy to the Owner upon payment of the Policy Interest owed by the Owner to the Employer as of such termination date. Such release, cancellation and transfer shall terminate all obligations of the Employer under this Agreement. If the Owner does not pay, or make satisfactory provision for the payment of, the Policy Interest, then the Employer may take all action necessary to obtain the cash surrender value provided under the Policy to satisfy payment of the Policy Interest.
	10.		The Employer may terminate this Agreement and make demand on the Owner for payment of the Policy Interest as of such termination date upon the first to occur of the following events:

			(a)		the surrender or exchange of the Policy by the Owner;
			(b)		failure of the Owner to make a payment of an Owner’s Payment when due or to comply with any other provisions set forth in this Agreement;
			(c)		the Employee ceases to be an Employee of the Employer or one of its Subsidiaries (as hereinafter defined) and becomes a proprietor, officer, partner, employee or otherwise becomes affiliated with any business that is in competition with the Employer or any of its Subsidiaries; provided, however, this Section 10(c) shall not apply following a Change of Control (as hereinafter defined);
			(d)		the Employee voluntarily terminates employment with the Employer and its Subsidiaries for reasons other than death, Disability, or Retirement (as hereinafter defined); provided, however, this Section 10(d) shall not apply following a Change of Control;
			(e)		the Employee is discharged from the Employer and its Subsidiaries for dishonesty, conviction of a felony, willful unauthorized disclosure of any confidential material information of the Employer or any of its Subsidiaries to a business in competition with the Employer or any of its Subsidiaries or in violation of federal securities’ laws, or any other willful, deliberate or gross misconduct of similar magnitude; or

- 3 -

			(f)		the beginning of the first year of the Policy after the [See Exhibit 1]            st (       st) year of the Policy in which the cash surrender value of the Policy is sufficient to maintain the $                      death benefit without the Owner being required to pay any additional premiums in excess of the Owner’s Payment. Notwithstanding the foregoing provisions, the Employer shall have the right to terminate this Agreement at any time after the beginning of the [See Exhibit 1]                      st (       nd) year of the Policy.

			The Employer shall thereupon release its interest in the Policy, cancel the Collateral Assignment, and transfer physical possession of the Policy to the Owner upon payment of the Policy Interest owed by the Owner to the Employer as of such termination date. If the Owner does not pay, or make satisfactory provision for payment of, the Policy Interest, then the Employer may take all action necessary to obtain the cash surrender value provided under the Policy to satisfy payment of the Policy Interest. For purposes of this Agreement, the determination of whether the Employee (i) has become affiliated with a business in competition with the Employer or any of its Subsidiaries, or (ii) has voluntarily terminated employment with the Employer and its Subsidiaries for reasons other than death, Disability, or Retirement, shall rest solely with the Human Resources Committee of the Board of Directors of the Employer.
	11.		The Owner agrees that in the event of the death of the last to die of the Employee and the Employee’s Spouse while this Agreement is still in effect, the Owner shall promptly pay to the Employer an amount equal to the total amount of the Policy Interest owed by the Owner to the Employer as of the date of the death of the last to die of the Employee and the Employee’s Spouse. If the Owner does not pay, or make satisfactory provision for payment of the Policy Interest, then the Employer may take all action necessary to obtain the death proceeds provided under the Policy to satisfy payment of the Policy Interest. Specifically, the Employer shall have the unqualified right to receive a portion of such death proceeds equal to the Policy Interest at the time of the death of the last to die of the Employee and the Employee’s Spouse, plus interest thereon from ninety (90) days after such date of death to the date of payment at a rate equal to the published prime rate of interest of the Employer’s subsidiary banks on such date of death. In such event, the balance of the death proceeds payable under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Owner and shall be paid in the manner in which the Owner has validly specified; provided, however, no amount shall be paid to such beneficiary or beneficiaries until the full Policy Interest due the Employer has been paid to the Employer or otherwise satisfied by the Owner. In no event shall the amount payable to the Employer hereunder exceed the Policy proceeds payable at the death of the last to die of the Employee and the Employee’s Spouse.

- 4 -

	12.		It is intended that the Owner shall retain the right to change the beneficiary under the Policy at any time and from time to time and that the Employer, as holder of the Policy as collateral assignee, will make the Policy available to the Insurer in order to effectuate any change in the beneficiary designation which the Owner may desire to make, subject to the rights of the Employer as set forth in this Agreement. The Owner may assign the Policy outright provided that the rights of any such assignee shall be subject to and subordinate to the rights of the Employer as set forth in this Agreement and that any such assignment shall so provide. The Employer may assign its interest in the Policy only to the Owner.
	13.		The benefits, if any, that may be paid under the Policy by the Insurer, including, without limitation, any borrowing by the Owner pursuant to Section 8 hereof and any death proceeds, shall be paid by separate checks to the parties entitled thereto, the check payable to the Employer to be in the amount of the Policy Interest.
	14.		This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors, and permitted assigns.
	15.		This Agreement shall not be modified or amended except by a written agreement signed by the parties hereto. Any such action by the Employer shall be adopted by formal action of the Employer’s Board of Directors and executed by an officer, director or other person authorized to act on behalf of the Employer.
	16.		This Agreement shall be subject to and governed by the laws of the State of North Carolina, without giving effect to conflict of law principles.
	17.		For purposes of meeting the requirements of the Employee Retirement Income Security Act of 1974, the parties agree that the funding policy under the Agreement is that all premiums on the Policy be remitted to the Insurer when due, and direct payment by the Insurer is the basis of payment of benefits under this Agreement, with those benefits in full, if any, based on the payment of premiums as provided in this Agreement.
	18.		The Employer is hereby designated the “named fiduciary” of this Agreement. The named fiduciary shall be responsible for the management, control and administration of this Agreement. The named fiduciary may allocate to others certain aspects of the management and operational responsibilities of this Agreement, including the employment of advisors and the delegation of any ministerial duties to qualified individuals. The claims procedures under this Agreement are set forth in Schedule D to this Agreement.
	19.		For purposes of this Agreement, the following defined terms shall have the meanings set forth below:

			(a)		“Subsidiaries” means any corporation (other than the Employer) in an unbroken chain of corporations beginning with the Employer if each of the corporations other than the last corporation in the unbroken chain owns

- 5 -

					stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
			(b)		“Disability” means “totally disabled” as such term is defined in the “First Union Corporation Long-Term Disability Plan and Trust” at the time of such Disability.
			(c)		“Retirement” means “Early Retirement”, “Normal Retirement”, “Deferred Retirement”, or “Disability Retirement”, as such terms are defined in the “First Union Corporation Pension Plan and Trust” at the time of such Retirement.
			(d)		“Change of Control” means a change in control of the Employer of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any one person, or more than one person acting as a group, acquires ownership of stock of a corporation that, together with stock held by such person or group, possesses more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation, (ii) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of a corporation possessing twenty percent (20%) or more of the total voting power of the stock of such corporation, or (iii) a majority of members of the corporation’s board of directors is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of a corporation’s board of directors prior to the date of the appointment or election.

	20.		It is understood and agreed that the Employer makes no representations and shall have no responsibility or liability for any tax or estate planning matters with respect to the foregoing split-dollar insurance plan or for the payment of any dividends or death benefits under the Policy, and that the Owner has relied on the Owner’s tax and legal advisors with respect to the foregoing split-dollar insurance plan.
	21.		Any dispute, claim or controversy arising out of or connected with this Agreement shall be resolved by binding arbitration administered and conducted under the Commercial Rules of the American Arbitration Association and the General Statutes of North Carolina Article 45A, Arbitration and Award. A judgment upon the award may be entered in any court having jurisdiction. Any arbitration hearing shall take place in Charlotte, North Carolina.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

- 6 -

I consent to this Agreement and the insurance covering my life and the life of my spouse.

- 7 -

SCHEDULE A

     It is agreed, pursuant to the foregoing Split-Dollar Life Insurance Agreement dated the       day of       ,       , that the following described policy of life insurance shall be subject to the provisions of said Agreement:

	Policy No.                       issued by John Hancock Mutual Life Insurance Company on
	,          , insuring the lives of [Employee] and Employee’s Spouse] for
	$                       .

SCHEDULE B

COLLATERAL ASSIGNMENT

     THIS ASSIGNMENT is made by the undersigned Owner effective this               day of                      ,       .

DEFINITIONS:

	A.		“Assignee”: First Union Corporation, a North Carolina corporation with its principal offices in Charlotte, North Carolina.
	B.		“Owner”:                            .
	C.		“Policy”: The following policy of insurance issued by the Insurer on the life of the Insureds, together with any supplementary contracts issued in conjunction therewith:

	D.		“Policy Interest”: That amount as defined in Section 7 of the Split Dollar Plan. The Insurer shall be entitled to rely on the Assignee’s certification of the amount of the Policy Interest.
	E.		“Split Dollar Plan”: That certain Split-Dollar Life Insurance Agreement of even date herewith between the Owner and the Assignee.

RECITALS:

	A.		Under the Split Dollar Plan, the Assignee has agreed to assist the Owner in payment of premiums on the Policy.
	B.		In consideration of such premium payments by the Assignee, the Owner here intends to grant the Assignee certain limited interests in the Policy.

THEREFORE, in consideration of the premises and of the mutual promises contained therein, the parties hereto agree as follows:

1.

Assignment — The Owner hereby assigns, transfers and sets over to the Assignee, its successors and assigns, the following specific rights in the Policy subject to the terms and conditions of the Split Dollar Plan:

	(a)		The right to realize against the cash value of the Policy, to the extent of the Policy Interest, in the event the Owner fails for any reason to pay to the Assignee the Policy Interest when required pursuant to the provisions of the Split Dollar Plan.
	(b)		The right to realize against proceeds of the Policy as set forth in Section 11 of the Split Dollar Plan, to the extent of the Policy Interest, in the event of the death of the last Insured to die.

2.		Retained Rights — Except as expressly provided in Section 1 hereof and the Split Dollar Plan, the Owner retains all rights under the Policy including, but not limited to, the exclusive right to surrender and to borrow against the Policy with the consent of the Assignee.
3.		Insurer — The Insurer is hereby authorized to recognize, and is fully protected in recognizing:

	(a)		The claims of the Assignee to rights hereunder, without investigating the reasons for such action by the Assignee, or the validity or the amount of such claims.
	(b)		The Owner’s request for surrender of the Policy without the consent of the Assignee. Upon the surrender of the Policy and the payment to the Employer of the Policy Interest, the Policy shall be terminated and of no further force or effect.

4.

Release of Assignment — Upon payment by the Owner to the Assignee of the Policy Interest pursuant to the terms of the Split Dollar Plan, the Assignee shall execute a written release of this Assignment and deliver the Policy to the Owner.

     IN WITNESS WHEREOF, the Owner has executed this Assignment on the date first above written.

SCHEDULE C

PROJECTIONS FOR INSURANCE POLICY

SCHEDULE D

CLAIMS PROCEDURE

A.

FILING OF BENEFIT CLAIMS

	1.		When a participant, the Employer, the Owner, an Insured, a beneficiary, or his, her or its duly authorized representative has a claim which may be covered under the provisions of the Policy (the “claimant”), the claimant should contact the named fiduciary.
	2.		Claim forms and claim information can be obtained from the named fiduciary.
	3.		The claim must be in writing on a Benefit Claim Form and delivered to the named fiduciary either in person or by mail, postage prepaid. The named fiduciary will forward the claim form to the authorized representative of the Insurer.

B.

INITIAL DISPOSITION OF BENEFIT CLAIMS

	1.		Within ninety (90) days after receipt of a claim, the Insurer shall send to the claimant, by mail, postage prepaid, a notice granting or denying, in whole or in part, a claim for benefits.
	2.		If a claim for benefits is denied, the Insurer shall provide to the claimant written notice setting forth in a manner calculated to be understood by the claimant:

			(a)		The specific reason or reasons for the denial;
			(b)		Specific reference to pertinent provisions on which the denial is based;
			(c)		A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
			(d)		Appropriate information as to the steps to be taken if the claimant wishes to submit his or her claim for review.

3.

If the claim is payable, a benefit check will be issued to the named fiduciary and forwarded to the claimant.

	4.		The ninety-day period may be extended if special circumstances require an extension of time to process the claim for benefits.
	5.		Written notice of the extension shall be furnished to the claimant prior to the termination of the initial ninety-day period.
	6.		The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Insurer expects to render the final decision.
	7.		In no event shall such extension exceed a period of ninety (90) days from the end of the initial ninety-day period.
	8.		If a notice of denial is not received within ninety (90) days of the claim being filed, the claim shall be deemed denied and the claimant shall be permitted to proceed to the review stage.

C.

REVIEW PROCEDURE

1.

Within sixty (60) days of:

			(a)		the receipt by the claimant of written notification denying, in whole or in part, his or her claim, or
			(b)		a deemed denial resulting from the Insurer’s failure to provide the claimant with written notice of denial within ninety (90) days of the claim being filed, the claimant upon written application to the Insurer, delivered in person or by certified mail, postage prepaid, may request an opportunity to appeal a denied claim to the Insurer or a person designated by the Insurer.

2.

The claimant may:

			(a)		Request a review upon written application;
			(b)		Review pertinent documents; and
			(c)		Submit issues and comments in writing.

3.

The decision on review shall be made within sixty (60) days of the Insurer’s receipt of a request for review.

	4.		The sixty-day period may be extended if special circumstances require an extension of time to process the review.
	5.		If an extension is required:

			(a)		written notice of the extension shall be furnished to the claimant prior to the commencement of the extension, and
			(b)		a decision shall be rendered as soon as possible but no later than one hundred twenty (120) days after the Insurer received the request for review.

	6.		The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent provisions on which the decision is based.
	7.		If the decision on review is not rendered within sixty (60) days of the Insurer’s receipt of a request for review or within one hundred twenty (120) days after the Insurer received the request for review if an extension is granted, then the claim shall be deemed denied on review.

D.

OTHER REMEDIES

1.

After exhaustion of the claims procedure, nothing shall prevent any person from pursuing any other legal or equitable remedy otherwise available.

SCHEDULE E

DEFINED TERMS

EXHIBIT 1

This form of Split-Dollar Life Insurance Agreement has been used for, among others, the following agreements:

	•		Amended and Restated Split-Dollar Life Insurance Agreement, dated December 19, 1996, between G. Kennedy Thompson (the Employee), the Employer, and Laura J. Starnes, as Trustee of the Thompson Family Irrevocable Trust dated December 31, 1996 (the Owner) (such Agreement, “Thompson  #1 Agreement”)
	•		Split-Dollar Life Insurance Agreement, dated January 25, 2002, between G. Kennedy Thompson (the Employee), the Employer, and Laura J. Starnes, as Trustee of the G. Kennedy Thompson 2002 Irrevocable Life Insurance Trust (the Owner) (such Agreement, “Thompson #2 Agreement”)
	•		Split-Dollar Life Insurance Agreement, dated February 1995, between Benjamin P. Jenkins, III (the Employee), the Employer, and Wachovia Bank, National Association, as Trustee of the Benjamin P. Jenkins, III Irrevocable Trust (the Owner) (such Agreement, “Jenkins Agreement”)
	•		Split-Dollar Life Insurance Agreement, dated July 27, 1999, between Donald A. McMullen, Jr. (the Employee), the Employer, and Donald A. McMullen, Jr. (the Owner) (such Agreement, “McMullen Agreement”)

Such agreements contain terms substantially identical to this form of agreement, except for such changes that do not materially deviate from this form of agreement.

The Thompson #1 Agreement provides for an insurance policy of $3,000,000, having an Owner’s Payment of $8,121 per year. In Section 10(f), the blank in the first sentence is “twenty-first” and the blank in the second sentence is “twenty-second”.

The Thompson #2 Agreement provides for an insurance policy of $7,119,562, having an Owner’s Payment of $26,744 per year. In Section 10(f), the blank in the first sentence is “fifteenth” and the blank in the second sentence is “sixteenth”.

The Jenkins Agreement provides for an insurance policy of $3,000,000, having an Owner’s Payment of $13,922 per year. In Section 10(f), the blank in the first sentence is “fifteenth” and the blank in the second sentence is “sixteenth”.

The McMullen Agreement provides for an insurance policy of $3,059,875, having an Owner’s Payment of $18,461 per year. In Section 10(f), the blank in the first sentence is “seventeenth” and the blank in the second sentence is “eighteenth”. In addition, the McMullen Agreement does not provide for an Employee’s Spouse benefit.

EXHIBIT 10(FF)

FIRST UNION EMPLOYEE RETENTION STOCK PLAN

1.    ESTABLISHMENT AND PURPOSE

     First Union Corporation, a North Carolina corporation (“First Union”), hereby establishes an incentive compensation plan, which shall be known as the “FIRST UNION EMPLOYEE RETENTION STOCK PLAN” (the “Plan”).

     The purposes of the Plan are to (a) help align the long-term financial interests of Participants with those of stockholders; (b) reinforce a performance-oriented culture/strategy; (c) incent and reward employees for increasing First Union’s common stock price over time; and (d) motivate, attract and retain the services of Participants upon whose judgment, interest and special effort the successful conduct of First Union’s operations are dependent.

2.    EFFECTIVE DATE AND DURATION OF THE PLAN

     The Plan shall become effective on April 18, 2000, and shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to the terms hereof, until all Shares subject to it shall have been purchased or acquired according to the Plan’s provisions. In no event may an Award be granted under the Plan after December 31, 2008.

3.    DEFINITIONS

	(a)      “1934 Act” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.
	(b)      “Award” means, individually or collectively, an Option, SAR, Stock Award, any other award made pursuant to the terms of the Plan, or any combination thereof.
	(c)      “Award Agreement” means an agreement entered into by the Corporation and each Participant setting forth the terms and provisions applicable to Awards.
	(d)      “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.
	(e)      “Board” means the Board of Directors of First Union.
	(f)      “Change of Control” means a change in control of First Union of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the 1934 Act; provided, however, that, without limitation, such a Change of Control shall be deemed to have occurred if (i) any one person, or more than one person acting as a group, acquires Beneficial Ownership of

1

	Shares that, together with Shares held by such person or group, possesses more than 50 percent of the total Fair Market Value or total voting power of the Shares, (ii) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) Beneficial Ownership of Shares possessing 20 percent or more of the total voting power of the Shares, or (iii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of such appointment or election.
	(g)      “Committee” means the Human Resources Committee of the Board or such other committee as is appointed by the Board to administer the Plan.
	(h)      “Corporation” means (i) First Union and any entity that is directly or indirectly controlled by First Union, or (ii) any entity in which First Union has a significant equity interest, as determined by the Committee.
	(i)      “Date of Termination of Employment” means, with respect to an Employee who is terminating employment with the Corporation, (i) the last day such Employee performs actual services for the Corporation as an Employee, (ii) the 91st day of a bona fide leave of absence when such Employee’s right to continue employment with the Corporation is not guaranteed by law or contract or, if later, on the date that such legal or contractual guarantee lapses, (iii) the date that such Employee is deemed to have a Disability, or (iv) the date of such Employee’s death, as applicable.
	(j)      “Disability”, with respect to an Employee, means having received long-term disability benefits under the Corporation’s Long-Term Disability Plan for a period of 12 consecutive months.
	(k)      “Early Retirement” means termination of a Participant’s employment upon satisfaction of the requirements for early retirement under First Union’s pension plan.
	(l)      “Employee” means an employee of the Corporation.
	(m)      “Fair Market Value” means the closing sales price of the Shares on the New York Stock Exchange Composite Tape on the valuation date, or, if there were no sales on the valuation date, the closing sales price on the New York Stock Exchange Composite Tape on the first trading day before such valuation date.
	(n)      “First Union” is defined in Section 1 herein.
	(o)      “Normal Retirement” means termination of a Participant’s employment upon satisfaction of the requirements for normal retirement under the terms of First Union’s pension plan.
	(p)      “Option” means an option to purchase Shares.

2

	(q)      “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.
	(r)      “Participant” means an Employee who has been granted an Award under the Plan; provided however, no Employee who is required to file reports with the Securities and Exchange Commission under Section 16 (a) of the 1934 Act shall be eligible to receive Awards under the Plan.
	(s)      “Period of Restriction” means the period during which the vesting and/or transfer of Stock Awards is limited in some way, and the Shares subject to such Stock Awards are subject to a substantial risk of forfeiture, as provided in Section 7(c) herein.
	(t)      “Plan” is defined in Section 1 herein.
	(u)      “Plan Year” means a twelve-month period beginning with January 1 of each year.
	(v)      “RSAs” means a Stock Award granted to a Participant pursuant to Section 7(c) herein which contains restrictions on vesting and/or transfer.
	(w)      “Retirement” means either Early Retirement or Normal Retirement.
	(x)      “SAR” means an Award, granted alone or in connection with a related Option, designated as an SAR, pursuant to the terms of Section 7(b) herein.
	(y)      “Shares” means the common stock of First Union, par value $3.33 1/3 per share.
	(z)      “Stock Award” shall represent an Award made in Shares or denominated in units equivalent in value to Shares or any other Award based on or related to Shares, including, but not limited to, RSAs.

4.    PLAN ADMINISTRATION

	(a)      The Committee. The Committee shall be responsible for administering the Plan.
	(b)      Committee Authority. The Committee may at any time alter, amend, suspend or discontinue the Plan or any or all agreements granted under the Plan to the extent permitted by law. Except as limited by law, or by the Articles of Incorporation or By-laws of First Union, and subject to the provisions herein, the Committee shall have full and exclusive power to interpret the Plan and to adopt such rules, regulations, and guidelines for carrying out the Plan as it may deem necessary or proper, all of which powers shall be executed in the best interests of the Corporation and in keeping with the

3

	provisions and objectives of the Plan. These powers include, but are not limited to (i) selecting Award recipients and the extent of their participation; (ii) establishing all Award terms and conditions; (iii) adopting procedures and regulations governing Awards; and (iv) making all other determinations necessary or advisable for the administration of the Plan. In addition, except as provided herein, in First Union’s Articles of Incorporation or By-laws, or pursuant to applicable law, the Committee shall have authority, in its sole discretion, to accelerate the date that any Award which was not otherwise exercisable or vested shall become exercisable or vested in whole or in part without any obligation to accelerate such date with respect to any other Awards granted to any Participant. All determinations, interpretations or other actions taken or made by the Committee pursuant to the provisions of the Plan shall be final, binding and conclusive on all persons interested herein.
	The Committee may delegate to one or more officers of the Corporation the authority to carry out some or all of its responsibilities, provided that the Committee may not delegate its authority and powers in any way which would be inconsistent with the requirements of the Code or the 1934 Act. The Committee may at any time rescind the authority delegated to any such officers.
	No member of the Committee shall be liable for any action or determination with respect to the Plan, and the members shall be entitled to indemnification and reimbursement in the manner provided in First Union’s Articles of Incorporation. In the performance of its functions under the Plan, the Committee shall be entitled to rely upon information and advice furnished by the Corporation’s officers, accountants, counsel and any other party the Committee deems necessary, and no member of the Committee shall be liable for any action taken or not taken in reliance upon any such advice.

5.    PARTICIPATION

     The individuals who shall be eligible to receive Awards under the Plan shall be officers or other selected key employees of the Corporation as the Committee shall approve from time to time; provided, however, no officer or employee who is required to file reports with the Securities and Exchange Commission under Section 16 (a) of the 1934 Act shall be eligible to receive Awards under the Plan.

     In the event of a change in a Participant’s duties and responsibilities, or a transfer of the Participant to a different position, the Committee may terminate any Award granted to such Participant or reduce the number of Shares subject thereto commensurate with the transfer or change in responsibility, as determined by the Committee in its discretion.

     Notwithstanding any provision of the Plan to the contrary, in order to foster and promote achievement of the purposes of the Plan or to comply with provisions of laws in other countries in which the Corporation operates or has employees, the Committee, in its sole discretion, shall have the power and authority to (i) determine which Employees (if any) employed outside the United States are eligible or required to participate in the Plan, (ii) modify the terms and

4

conditions of any Awards made to such Employees, and (iii) establish subplans, modified Option exercise and other terms and procedures to the extent such actions may be necessary or advisable.

6.    AVAILABLE SHARES OF COMMON STOCK

	(a)      Share Limitations. The aggregate number of Shares as to which Awards may be granted under the Plan shall not exceed 25,000,000, subject to adjustment as described below.
	(b)      Shares not applied to limitations. The following will not be applied to the share limitations of Section 6(a) above: (i) dividends or dividend equivalents paid in cash in connection with outstanding Awards, (ii) stock denominated Awards which by their terms may be settled only in cash, and (iii) Shares and any Awards that are granted through the assumption of, or in substitution for, outstanding Awards previously granted to Employees as the result of a merger, consolidation, or acquisition of the employing company as the result of which it is merged with the Corporation or becomes a subsidiary of the Corporation.
	(c)      Adjustments. In the event of any stock dividend, stock split, combination or exchange of equity securities, merger, consolidation, recapitalization, divestiture or other distribution (other than ordinary cash dividends) of assets to stockholders, or any other change affecting Shares or Share price, such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change shall be made with respect to the limitations on the numbers of Shares that may be issued and represented by Awards under the Plan; provided, however, that any fractional shares resulting from any such adjustment shall be eliminated. Upon the occurrence of any such event, the Committee may also (or in lieu of any of the foregoing adjustments) make such other adjustments as it shall consider appropriate to preserve the benefits or potential benefits intended to be made available to Participants.
	The Shares subject to the provisions of the Plan shall be shares of authorized but unissued Shares.

7.    AWARDS UNDER THE PLAN

     The types of Awards set forth in this Article 7 may be granted under the Plan, singly, in combination or in tandem as the Committee may determine.

	(a)      Options.

	(i)      Grant. An Option shall represent a right to purchase a specified number of Shares at a stated Option Price during a specified time, not to exceed ten years from the date of grant, as determined by the Committee. The Option Price per Share for each Option shall not be less than 100% of the Fair Market Value on the date of grant. Each Option grant shall be evidenced by an Award

5

	Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine. Options granted under this Section 7(a) shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve and which shall be set forth in the applicable Award Agreement, which need not be the same for each grant or for each Participant. Upon satisfaction of the applicable conditions to exercisability specified in the terms and conditions of the Award as set forth in the Award Agreement, the Participant shall be entitled to exercise the Option in whole or in part and to receive, upon satisfaction or payment of the Option Price in the manner contemplated in this Section 7(a), the number of Shares in respect of which the Option shall have been exercised.
	(ii)      Exercise. Options shall be exercised by the delivery of a written notice of exercise to the Corporation, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Shares covered by an Option may be purchased by methods designated by the Committee, in its discretion, including, but not limited to (A) a cash payment; (B) tendering Shares owned by the Participant, valued at the Fair Market Value at the date of exercise; or (C) any combination of the above. As soon as practicable after receipt of a written notification of exercise and full payment, the Corporation shall deliver to the Participant, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option.
	(iii)      Termination. If the employment of a Participant with the Corporation shall terminate by reason of death, Disability or Retirement, any then outstanding Options granted to such Participant shall become immediately exercisable on the Date of Termination of Employment. Unless the Committee determines otherwise, any such outstanding Options will be forfeited on the expiration date of such Options. Unless the Committee determines otherwise, if the employment of a Participant with the Corporation shall terminate for any reason other than death, Disability or Retirement, (i) any then outstanding but unexercisable Options granted to such Participant will be forfeited on the Date of Termination of Employment, and (ii) any then outstanding and exercisable Options granted to such Participant will be forfeited on the expiration date of such Options or three months after the Date of Termination of Employment, whichever period is shorter.

	(b)      SARs.

	(i)      Grant. An SAR shall represent a right to receive a payment in cash, Shares, or a combination thereof, equal to the excess of the Fair Market Value of a specified number of Shares on the date the SAR is exercised over an amount which shall be no less than the Fair Market Value on the date the SAR was granted (or the Option Price for SARs granted in tandem with an Option) as

6

	set forth in the applicable Award Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the SAR exercise price, the duration of the SAR, the number of Shares to which the SAR pertains, whether the SAR is granted in tandem with the grant of an Option or is freestanding, and such other provisions as the Committee shall determine. SARs granted under this Section 7(b) shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve and which shall be set forth in the applicable Award Agreement, which need not be the same for each grant of for each Participant.
	(ii)      Exercise. SARs shall be exercised by the delivery of a written notice of exercise to the Corporation, setting forth the number of Shares with respect to which the SAR is to be exercised. The date of exercise of the SAR shall be the date on which the Corporation shall have received notice from the Participant of the exercise of such SAR. SARs granted in tandem with the grant of an Option may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. SARs granted in tandem with the grant of an Option may be exercised only with respect to the Shares for which its related Option is then exercisable. SARs granted independently from the grant of an Option may be exercised upon the terms and conditions contained in the applicable Award Agreement. Notwithstanding any other provision of the Plan, the Committee may impose such conditions on exercise of an SAR (including, without limitation, the right of the Committee to limit the time of exercise to specified periods) as may be required to satisfy the requirements of Section 16 (or any successor law) of the 1934 Act. In the event the SAR shall be payable in Shares, a certificate for the Shares acquired upon exercise of an SAR shall be issued in the name of the Participant as soon as practicable following receipt of notice of exercise. No fractional Shares will be issuable upon exercise of the SAR and, unless provided in the applicable Award Agreement, the Participant will receive cash in lieu of fractional Shares.
	(iii)      Termination. If the employment of a Participant with the Corporation shall terminate by reason of death, Disability or Normal Retirement, any then outstanding SARs granted to such Participant shall become immediately exercisable on the Date of Termination of Employment. Unless the Committee determines otherwise, any such outstanding SARs will be forfeited on the expiration date of such SARs. Unless the Committee determines otherwise, if the employment of a Participant with the Corporation shall terminate for any reason other than death, Disability or Normal Retirement, (i) any then outstanding but unexercisable SARs granted to such Participant will be forfeited on the Date of Termination of Employment, and (ii) any then outstanding and exercisable SARs granted to such Participant will be forfeited on the expiration date of such SARs or three months after the Date of Termination of Employment, whichever period is shorter.

7

	(c)      Stock Awards.

	(i)      Grant. All or any part of any Stock Award may be subject to conditions and restrictions established by the Committee, and set forth in the applicable Award Agreement, which may include, but are not limited to, continuous service with the Corporation, a requirement that Participants pay a stipulated purchase price for each Stock Award, and/or applicable securities laws restrictions. During the applicable Period of Restriction, Participants holding RSAs may exercise full voting rights with respect to such Shares. During the applicable Period of Restriction, Participants holding RSAs shall be entitled to receive all dividends and other distributions paid with respect to such Shares while they are so restricted. If any such dividends or distributions are paid in Shares, such Shares shall be subject to the same restrictions on transferability as the RSAs with respect to which they are paid.
	(ii)      Termination. Unless the Committee determines otherwise, if the employment of a Participant with the Corporation shall terminate because of Normal Retirement, Disability or death, any remaining Period of Restriction applicable to Stock Awards granted to such Participant shall automatically terminate and, except as otherwise provided in this Section 7(c), such Stock Awards shall be free of restrictions and freely transferable. Unless the Committee determines otherwise, if the employment of a Participant with the Corporation shall terminate for any reason other than death, Disability or Normal Retirement, then any Stock Awards subject to restrictions on the date of such termination shall automatically be forfeited on the Date of Termination of Employment and returned to the Corporation; provided, however, if such employment terminates due to Early Retirement or any involuntary termination by the Corporation, the Committee may, in its sole discretion, waive the automatic forfeiture of any or all such Stock Awards and/or may add such new restrictions to such Stock Awards as it deems appropriate.

8.    DIVIDENDS AND DIVIDEND EQUIVALENTS

     The Committee may provide the Awards under Section 7(c) of the Plan earn dividends or dividend equivalents. Such dividends or dividend equivalents may be paid currently or may be credited to a Participant’s account. Any crediting of dividends or dividend equivalents may be subject to such restrictions and conditions as the Committee may establish, including reinvestment in additional Shares or Share equivalents.

9.    PAYMENTS AND PAYMENT DEFERRALS

     Payment of Awards may be in the form of cash, Shares, other Awards, or combinations thereof as the Committee shall determine, and with such restrictions as it may impose. The Committee also may require or permit Participants to elect to defer the receipt or issuance of

8

Shares from Options or Stock Awards or the settlement of Awards in cash under such rules and procedures as it may establish under the Plan. It also may provide that deferred settlements of Awards include the payment or crediting of earnings on deferred amounts.

10.    TRANSFERABILITY

	(a)      Options and SARs. Except as otherwise provided in a Participant’s Award Agreement, no Option or SAR granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement, all Options and SARs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.
	(b)      Stock Awards. Stock Awards granted under the Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the applicable Award Agreement, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the applicable Award Agreement. All rights with respect to a Stock Award granted to a Participant under the Plan shall be available during his or her lifetime only to such Participant.

11.    CHANGE OF CONTROL

     In the event of (i) any merger, consolidation, or acquisition where the stockholders of First Union on the effective date of such merger, consolidation, or acquisition do not own at least 50% of the outstanding shares of voting stock of the surviving corporation, or (ii) any Change of Control, each Award granted under the Plan shall immediately be exercisable and/or fully vested and nonforfeitable, as the case may be.

12.    AWARD AGREEMENTS

     Each Award under the Plan shall be evidenced by an Award Agreement setting forth its terms, conditions, and limitations for each Award, the provisions applicable in the event the Participant’s employment terminates, and the Corporation’s authority unilaterally or bilaterally to amend, modify, suspend, cancel, or rescind any Award. The Committee need not require the execution of any such agreement by the recipient, in which case acceptance of the Award by the respective Participant shall constitute agreement by the Participant to the terms and conditions of the Awards.

13.    TAX WITHHOLDING

     The Corporation shall have the right to deduct from any settlement of an Award made under the Plan, including the delivery of Shares, or require the payment of, a sufficient amount to cover withholding of any federal, state or local or other governmental taxes or charges required by law or such greater amount of withholding as the Committee shall determine from time to

9

time and as permitted or required by applicable rules and regulations, or to take such other action as may be necessary to satisfy any such withholding obligations. If the Committee permits or requires Shares to be used to satisfy required tax withholding, such Shares shall be valued at the Fair Market Value as of the tax recognition date for such Award or such other date as may be required by applicable law, rule or regulation. The Corporation shall collect any required withholding from “other earnings” of the employee. In the absence of “other earnings” sufficient to satisfy such withholding, the employee shall remit such amounts required to satisfy such withholding obligations to the Corporation within 10 business days of any such notice and request for payment.

14.    OTHER BENEFIT AND COMPENSATION PROGRAMS

     Unless otherwise specifically determined by the Committee, settlements of Awards received by Participants under the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of calculating payments or benefits from the Corporation’s benefit plans or severance program. Further, the Corporation may adopt other compensation programs, plans or arrangements as it deems appropriate or necessary. The Committee may permit a Participant to defer such Participant’s receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant by virtue of the exercise of an Option or SAR, or the satisfaction of conditions, lapse or waiver of restrictions with respect to Stock Awards. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals.

15.    UNFUNDED PLAN

     Unless otherwise determined by the Committee, the Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Corporation and any participant or other person. To the extent any person holds any rights by virtue of an Award granted under the Plan, such rights shall constitute general unsecured liabilities of the Corporation and shall not confer upon any participant any right, title, or interest in any assets of the Corporation.

16.    REGULATORY APPROVALS

     The implementation of the Plan, the granting of any Award under the Plan, and the issuance of Shares upon the exercise or settlement or any Award shall by subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the Awards granted under it, or the Shares issued pursuant to it.

17.    RIGHTS AS A STOCKHOLDER

     A Participant shall have no rights as a stockholder with respect to Shares covered by an Award until the date the Participant or his nominee is the holder of record. No adjustment will be made for dividends or other rights for which the record date is prior to such date, except as provided in Section 6(c).

10

18.    FUTURE RIGHTS

     No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Corporation or to participate in any other compensation or benefit plan, program or arrangement of the Corporation. In addition, the Corporation expressly reserves the right at any time to dismiss a Participant free from any liability or any claim under the Plan, except as provided herein or in any agreement entered into hereunder.

19.    GOVERNING LAW

     The Plan and all agreements entered into under the Plan shall be construed in accordance with and governed by the laws of the State of North Carolina.

20.    SUCCESSORS AND ASSIGNS

     The Plan and any applicable Award Agreement entered into under the Plan shall be binding on all successors and assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

21.    INDEMNIFICATION

     Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Corporation against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Corporation’s approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Corporation an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under First Union’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Corporation may have to indemnify them or hold them harmless.

22.    APPLICATION OF FUNDS

     The proceeds received by the Corporation from the issuance of Shares pursuant to the exercise of Options will be used for general corporate purposes.

11

EXHIBIT 10(GG)

WACHOVIA CORPORATION
SAVINGS RESTORATION PLAN

Effective January 1, 2002

WACHOVIA CORPORATION
Savings Restoration Plan
Effective January 1, 2002

Section 1. Establishment and Purpose

1.1		Establishment. Wachovia Corporation established, effective as of January 1, 2002 an unfunded deferred compensation plan for a select group of management and highly compensated Employees and their Beneficiaries as described herein, known as the “WACHOVIA CORPORATION SAVINGS RESTORATION PLAN” (the “Plan”).
1.2		Purpose. The purpose of the Plan is to provide a means whereby certain selected Employees may defer the receipt of compensation and the receipt of a Company Matching Contribution that would otherwise be limited due to statutory or governmental regulation in the Savings Plan , and to motivate such Employees to continue to make contributions to the profitable growth of the Company.
1.3		Application of Plan. The terms of this Plan are applicable only to Eligible Employees who are in the employ of an Employer on or after January 1, 2002. Any Eligible Employee who retires or terminates employment with all Employers prior to such date shall not be covered by this plan.

Section 2. Definitions

2.1

Definitions. Whenever used hereinafter, the following terms shall have the meaning set forth below:

	a.		“Applicable Limitations” means the statutory and regulatory provisions that reduce benefits and/or contributions under the Savings Plan, including, but not limited to Sections 401(a)(17), 402(g) and 415 of the Code.
	b.		“Beneficiary” means the person or persons designated as such in accordance with Section 7.
	c.		“Board” means the board of directors of the Company.
	d.		“Change of Control” means a change in the control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”); provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, possesses more than 50 percent of the total fair market value or total voting power of the stock of the Company, ( ii) any one person, or more than one

1

			person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 20 percent or more of the total voting power of the stock of the Company, or (iii) a majority of members of the Company’s Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board prior to the date of the appointment or election.
	e.		“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereof, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.
	f.		“Committee” means the Management Resources and Compensation Committee of the Board, as appointed annually in accordance with the corporate bylaws of the Company.
	g.		“Company” means Wachovia.
	h.		“Company Matching Contribution” means the amount which an Employer would be obligated to contribute to the Savings Plan but for the Applicable Limitations, subject to all vesting requirements of the Savings Plan.
	i.		“Compensation” means, for any date within a Plan Year, the Participant’s Salary as it may be adjusted from time to time during the Plan Year.
	j.		“Death Valuation Date” means the Valuation date coincident with or next following a Participant’s date of death.
	k.		“Deferral Account” means the hypothetical account maintained by the Company for recordkeeping purposes with respect to a Participant’s deferrals pursuant to Section 5.1. Within each Deferral Account, separate sub-accounts (“Deferral Sub-Accounts”), shall be maintained to the extent necessary for the administration of the Plan for each different Plan Year deferral election, form of distribution election, or allocation elections among Investment Indexes.
	l.		“Disability” means total disability of a Participant as a result of injury or sickness as defined in the Wachovia Corporation Long Term Disability Plan (plan number 502) (the “LTD Plan”), as amended from time to time. The determination of whether a Participant has suffered a Disability shall rest with the claims administrator of the LTD Plan. In the case of a Participant who is ineligible to participate in the LTD Plan, the determination shall rest solely with the Committee and such determination shall be final, conclusive and not subject to appeal.
	m.		“Election Form” means the election form which an Eligible Employee files with the Company to participate in the Plan each Plan Year.
	n.		“Eligible Employee” means an Employee who is eligible to participate as provided in Section 3.1,

2

	o.		“Employee” means any person employed by an Employer who, under an Employer’s employment classification practices, is considered a regular salaried employee.
	p.		“Employer” means (i) Wachovia and any entity that is directly or indirectly controlled by Wachovia, or (ii) any entity in which Wachovia has a significant equity interest, as determined by the Committee.
	q.		“Financial Hardship Distribution” means the benefit that is payable pursuant to Section 6.5 of the Plan.
	r.		“Investment Indexes” mean one or more mutual funds, investment return benchmarks, interest rate indexes or common trust funds designated as available under the Plan by the Committee from time to time.
	s.		“Participant” means an Eligible Employee who has filed a completed and executed Election Form with the Committee and is participating in the Plan in accordance with the provisions of Section 4.
	t.		“Pension Plan” means the Wachovia Corporation Pension Plan and Trust (plan number 001), as amended from time to time.
	u.		“Plan” means the Wachovia Corporation Savings Restoration Plan, as amended from time to time.
	v.		“Plan Year” means the Plan’s accounting year of twelve months commencing on January 1 of each year and ending on the following December 31.
	w.		“Retirement” means the termination of a Participant’s employment with an Employer upon satisfaction of the eligibility requirements for retirement under the terms of the Pension Plan, determined without regard to eligibility to participate in the Pension Plan.
	x.		“Retirement Benefit” means benefits payable to a Participant when such Participant has satisfied all of the eligibility requirements for Retirement.
	y.		“Retirement Valuation Date” means the Valuation Date coincident with or next following the date a Participant ceases to be an Employee or the first Valuation Date coincident with or next following the date the Committee takes action pursuant to Sections 6.3(e) or (f).
	z.		“Salary” means a Participant’s fixed, basic, straight time, and regularly recurring wages and salary, any payment for overtime hours, vacation pay, compensation paid in lieu of vacation, and holiday pay, but excluding (even if includible in gross income) all (i) bonus, long-term incentive awards, and other forms of incentive compensation, (ii) reimbursements or other expense allowances, (iii) moving expenses, (iv) welfare or fringe benefits (cash or non-cash), (v) deferred compensation, (vi) severance pay, and (vii) any other form of special compensation as designated by the Committee.
	aa.		“Savings Plan” means the Wachovia Corporation Savings Plan (plan number 002), as may be amended from time to time.

3

	bb.		“Scheduled Distribution” means a distribution of all or a portion of a Participant’s Deferral Account as elected by the Participant pursuant to Section 6.6.
	cc.		“Survivor Benefit” means those Plan benefits that become payable upon the death of a Participant pursuant to the provisions of Section 6.4.
	dd.		“Termination Benefit” means benefits payable to a Participant when such Participant has ceased to be an Employee pursuant to the provisions of Section 6.3.
	ee.		“Termination Valuation Date” means the later of the Valuation Date coincident with or next following the date a Participant ceases to be an Employee or the first Valuation Date coincident with or next following the date the Committee takes action pursuant to Sections 6.3(e) or (f).
	ff.		“Valuation Date” means any day the United States financial markets are open for which a Participant’s Deferral Account is required to be valued for any purpose under the Plan.
	gg.		“Wachovia” means Wachovia Corporation or any successor that shall maintain this Plan.

Section 3. Eligibility for Participation

3.1

Eligibility. The Committee (or its delegatee) shall determine which Employees shall be eligible to participate in the Plan for a given Plan Year; provided, however, any such Employee must be a member of a select group of management or highly compensated employees. The Committee’s determination of eligibility for any given Plan Year does not guarantee eligibility in subsequent Plan Years. In the event any Employee is no longer designated as an active Participant eligible to make further deferrals under the Plan, such Employee shall become an inactive Participant and retain all other rights described under this Plan, until the Employee again becomes an active Participant.

Section 4. Election to Participate

4.1

Election to Participate . Any Eligible Employee may enroll in the Plan effective as of the first day of a Plan Year, by filing a completed and fully executed Election Form with the Committee during enrollment periods established by the Committee, or in the case of an Employee who is designated as an Eligible Employee after the commencement of a Plan Year, within thirty days of the date on which such Employees becomes eligible. On such Election Form for each Plan Year, the Eligible Employee shall (i) irrevocably elect the amount of Compensation for such Plan Year to be deferred, and (ii) irrevocably elect the form of distribution in which the Deferral Sub-Account for such Plan Year shall be paid in accordance with Section 6.1.

a.

Deferral Election. A Participant may elect to defer Compensation on a pre-tax basis only, in accordance with the Employee contribution provisions of the

4

			Savings Plan for the applicable Plan Year. Deferrals under the Plan will be credited in accordance with the applicable deferral election to the extent that the Participant’s deferral elections exceed the Applicable Limitations under the Savings Plan. Any amounts that cannot be credited to the Participant’s account under the Savings Plan because of the Applicable Limitations shall be credited to the Participant’s Deferral Account maintained pursuant to Section 5.
	b.		Matching Credits. Each Participant’s Deferral Account who has made a deferral election under Section 4.1(a) will be credited with a Company Matching Contribution for each pay period to the extent any amounts cannot be credited to the Participant’s account under the Savings Plan because of the Applicable Limitations.

Section 5. Deferral Accounts

5.1

Deferral Accounts. The Committee shall establish and maintain a separate Deferral Account for each Participant. The amount by which a Participant’s Compensation is reduced pursuant to Section 4.1 shall be credited by the Company to the Participant’s Deferral Account as of the date the amount of the compensation that is deferred otherwise would have been payable. The value of each Participant’s Deferral Account shall be adjusted each day the financial markets in the United States are open as follows:

	a.		Pursuant to the procedures established by the Committee, a Participant shall elect to have his Deferral Sub-Account for a given Plan Year allocated among Deferral Sub-Accounts to reflect the Participant’s selection of the Investment Indexes available under the Plan at that time, in 5 percent increments, up to 100 percent of the amount credited to such Deferral Sub-Account.
	b.		Such Deferral Sub-Account shall be credited or debited to reflect gains or losses (including dividends and capital gains and losses) as if the Deferral Sub-Account had been invested in an equivalent number of shares or units of the funds or investments referenced by the Investment Indexes available under the Plan from time to time, pursuant to the allocation elections made by the Participant from time to time.
	c.		Pursuant to the procedures established by the Committee, a Participant may change the election with respect to the allocation of the Participant’s Deferral Sub-Accounts among the Investment Indexes available under the Plan from time to time. Unless the Participant indicates otherwise, any such reallocation election shall apply to all such Participant’s Deferral Sub-Accounts.

5.2

Charge Against Accounts. There shall be charged against each Participant’s Deferral Account any payments made to the Participant or Beneficiary in accordance with Section 6. In addition, the Committee may allocate a portion of any administrative expenses of the Plan to each Participant’s Deferral Account.

5

5.3		Statement of Accounts. The Committee shall submit to each participant, within a reasonable period of time after the close of each calendar quarter of a Plan Year, a statement of the balance in each such Participant’s Deferral Account as of the last Valuation Date of such quarter, in such form as the Committee deems appropriate.
5.4		Acquired Deferral Accounts. In addition to the foregoing, the Chief Executive Officer of the Company may authorize the transfer to a Participant’s Deferral Account of such Participant’s deferred balances held under a deferral plan maintained by any organization acquired by the Company. Such balances transferred will retain the deferral period, vesting provisions and distribution provisions as set forth in the original deferral plan acquired by the Company.

Section 6. Benefits

6.1

Retirement Benefit. Upon Retirement of a Participant, the Participant’s Employer (or another entity as directed by the Committee) shall pay a Retirement Benefit based on the value of the Participant’s Deferral Account as of the Retirement Valuation Date. Such Retirement Benefit shall be paid in the manner as elected by the Participant on each Plan Year’s Election Form in the form of either a lump sum or ten (10) annual installments:

	a.		If a Participant’s Deferral Sub-Account is payable in a lump sum, the Participant shall receive payment of such Retirement Benefit within ninety (90) days of the Retirement Valuation Date.
	b.		If a Participant’s Deferral Sub-Account is payable in installments, the amount to be paid with each installment shall be the value of such Deferral Sub-Account as of the date of the installment Valuation Date multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of installment payments remaining. For purposes of this Section, the installment Valuation Date for the first installment payment shall be the Retirement Valuation Date, and the installment Valuation Date for subsequent installment payments shall be the first Valuation Date of each Plan Year thereafter; provided, however, that in no event shall more than one installment payments be made to a Participant in any one Plan Year, except due to an action by the Committee pursuant to Section 6.3(f). A Participant shall receive each installment payment within ninety (90) days of the applicable installment Valuation Date.
	c.		Following receipt of a Participant’s complete Retirement Benefit, such Participant shall be entitled to no further benefits under the Plan.

6.2

Disability. If a Participant suffers a Disability, the value of each of the Participant’s Deferral Sub-Accounts will continue to be adjusted in accordance with Section 5.1(b). The Participant’s Deferral Account will be distributed as a Retirement Benefit, Termination Benefit, or Survivor Benefit, whichever is applicable, in the distribution form of benefit elected by the Participant, once the Participant ceases to receive benefits under the Wachovia Corporation Long-Term

6

		Disability Plan (plan number 502). Notwithstanding the foregoing, if the Participant returns to employment with the Employer within sixty (60) days following recovery from a Disability, the Participant’s Deferral Account shall not be distributed until such time as said Participant ceases to be an Employee whereupon such Participant will receive the Participant’s Deferral Account as a Retirement Benefit, Termination Benefit, or Survivor Benefit commencing at the time said Participant finally ceases to be an Employee. In its sole and absolute discretion, the Committee may alter the timing or manner of payment of all or a portion of the Deferral Account of a Participant who suffers a Disability.
6.3		Termination Benefit. If a Participant ceases to be an Employee for a reason other than those reasons described in Sections 6.1, 6.2, and 6.3 (d), (e) or (f), the Committee shall direct the Participant’s Employer to pay a Termination Benefit based on the value of the Participant’s Deferral Account as of the Termination Valuation Date. Such Termination Benefit shall be paid in the manner originally elected by the Participant on each Plan Year’s Election Form in the form of either a lump sum payment or ten (10) annual installments:

	a.		If a Participant’s Deferral Sub-Account is payable in a lump sum, the Participant shall receive payment of such Termination Benefit within ninety (90) days of the Termination Valuation Date.
	b.		If a Participant’s Deferral Sub-Account is payable in installments, the amount to be paid with each installment shall be the value of such Deferral Sub-Account as of the date of the installment Valuation Date multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of installment payments remaining. For the purposes of this Section, the installment Valuation Date for the first installment payment shall be the Termination Valuation Date, and the installment Valuation Date for subsequent installment payments shall be the first Valuation Date of each Plan Year thereafter; provided, however, that in no event shall more than one installment payment be made to a Participant in any one Plan Year, except due to an action by the Committee pursuant to Sections 6.3(f). A Participant shall receive each installment payment within ninety (90) days of the applicable installment Valuation Date.
	c.		Following receipt of a Participant’s complete Termination Benefit, such Participant shall be entitled to no further benefits under the Plan.
	d.		Lump Sum Payment Upon Voluntary Termination of Employment. If a Participant (i) voluntarily ceases to be an Employee for any reason, or (ii) fails to return to the status of an Employee within sixty (60) days following recovery from a Disability prior to qualifying for Retirement, the Company shall pay to such Participant in a lump sum a Termination Benefit equal to the balance of such Participant’s Deferred Account as of the Termination Valuation Date. A Participant shall receive such Termination Benefit within ninety (90) days of the Termination Valuation Date. Following receipt of a

7

			Participant’s complete Terminated Benefit, such participant shall be entitled to no further benefits under the Plan.
	e.		Lump Sum Payment Upon Misconduct or Crime. If a Participant is discharged from employment with an Employer for dishonesty, conviction of a felony, willful unauthorized disclosure of confidential material information of an Employer, or other willful, deliberate, or gross misconduct of similar magnitude, such Participant’s entire Deferral Account shall be paid in a single lump sum as a Termination Benefit within ninety (90) days of the Termination Valuation Date.
	f.		Lump Sum Payment Upon Affiliation With Competitor. In the event that a Participant ceases to be an Employee of an Employer for any reason and thereafter becomes a proprietor, officer, partner, employee, or otherwise becomes affiliated with any business that is in competition with an Employer, or becomes an employee of any federal, state, or municipal agency, office, subdivision, or other component having jurisdiction over any activity of any Employer, such Participant’s entire Deferral Account shall be paid in a single lump sum as a Termination Benefit within ninety (90) days of the Termination Valuation Date. The determination of whether an Employee has become affiliated with a business in competition with an Employer, or with a governmental component having jurisdiction over any activity of an Employer shall rest solely with the Committee and such determination shall be final, conclusive, and not subject to appeal.

6.4

Survivor Benefits.

	a.		Pre-Retirement. If a Participant dies before otherwise becoming eligible to receive Retirement Benefits, a Survivor Benefit will be paid to the Participant’s Beneficiary in a lump sum equal to such Participant’s Deferral Account as of the Death Valuation Date. A Beneficiary shall receive the Survivor Benefit within ninety (90) days after the Death Valuation Date. If a Participant dies after becoming eligible to receive Retirement Benefits but before such benefits have been paid in full, the Retirement Benefits the deceased Participant would have otherwise received shall be paid to the Participant’s Beneficiary as a Survivor Benefit pursuant to the Participant’s prior elections.
	b.		Post-Retirement. If a Participant dies after such Retirement Benefits have commenced, the Retirement Benefits the deceased Participant would have otherwise received shall be paid to the Participant’s Beneficiary as a Survivor Benefit pursuant to the Participant’s prior elections.
	c.		Following receipt of a Participant’s complete Survivor Benefit, a Beneficiary shall be entitled to no further benefits under the Plan.

6.5

Financial Hardship Distribution. In the event that the Committee, upon written petition of the Participant or Beneficiary, determines, in its sole discretion, that the Participant or Beneficiary has suffered an unforeseeable financial emergency, the Company shall pay to the Participant or Beneficiary, as soon as practicable

8

		following such determination, an amount necessary to meet the emergency not in excess of the Termination Benefit to which the Participant would have been entitled pursuant to Section 6.3 if said Participant had a termination of service on the date of such determination (the “Financial Hardship Distribution”). For purposes of this Plan, an unforeseeable financial emergency is an unexpected need for cash arising from an illness, casualty loss, sudden and unforeseeable financial reversal, or such other unforeseeable occurrence.
		Notwithstanding the foregoing, the final determination by the Internal Revenue Service (“IRS”) or court of competent jurisdiction, all time for appeal having lapsed, that the Company is not the owner of the assets of any grantor trust established by the Company with respect to this Plan (a “rabbi trust”), with the result that the income of such trust is not treated as income of the Company pursuant to sections 671 through 679 of the Code, or the final determination by (i) the IRS, (ii) a court of competent jurisdiction, all time for appeal having lapsed or (iii) counsel to the Company that a federal tax is payable by the Participant or Beneficiary with respect to assets of the rabbi trust or the Participant’s or Beneficiary’s Deferral Accounts prior to the distribution of those assets of Deferral Accounts to the Participant or Beneficiary shall in any event constitute an unforeseeable financial emergency entitling such Participant or Beneficiary to a Financial Hardship Distribution provided for in this Section. The amount of benefits otherwise payable under the Plan shall thereafter be adjusted to reflect the reduction of a Deferral Account due to the early payment of the Financial Hardship Distribution.
6.6		Scheduled Distributions.

	a.		In General. A Participant may, when filing an Election Form with respect to a given Plan Year, elect to receive a distribution while employed of all or a portion of the Participant’s Deferral Sub-Account for such Plan Year at a specified time or times in the future. The election of such a Scheduled Distribution shall be irrevocable and shall apply only to prospective deferrals for that Plan Year.
	b.		Timing and Forms of Distribution. The first year specified for a Scheduled Distribution must be at least five (5) Plan Years after the Plan Year in which commencement of deferrals covered by the Election Form in which a Scheduled Distribution is elected. A Participant will receive such Scheduled Distribution in either a lump sum or ten annual installments as specified by prior elections within ninety (90) days of the first Valuation Date of the Year of distribution specified on the Election Form.
	c.		Election Void Upon Death and Termination of Employment. In the event a Participant has elected to receive any Scheduled Distributions and, before said distributions the Participant dies or ceases employment with all Employers, the election with respect to such Scheduled Distributions shall be voided and such Participant’s Deferral Account shall be paid as a Termination Benefit.