Exhibit 10(a)

WACHOVIA CORPORATION

ELECTIVE DEFERRAL PLAN

(Effective July 1, 1995)

As amended and restated effective January 1, 2009

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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WACHOVIA CORPORATION

ELECTIVE DEFERRAL PLAN

As amended and restated January 1, 2009

Section 1. Establishment and Purpose

Section 2. Definitions

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Section 3. Eligibility for Participation

Section 4. Election to Defer

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Section 5. Deferral Accounts

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Section 6. Benefits

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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.

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Section 7. Beneficiary Designation

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The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed.

Section 8. Administration of the Plan

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Section 9. Nature of Company’s Obligation

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Section 10. Miscellaneous

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IN WITNESS WHEREOF, WACHOVIA CORPORATION has caused this Plan amendment and restatement to be executed on its behalf by its duly-authorized officer on this 19th day of December, 2008.

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Exhibit 10(b)

WACHOVIA CORPORATION

SAVINGS RESTORATION PLAN

As amended and restated effective December 31, 2008

Exhibit 10(b)

WACHOVIA CORPORATION

Savings Restoration Plan

As amended and restated effective December 31, 2008

Section 1.        Establishment and Purpose

Section 2.        Definitions

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Section 3.        Eligibility for Participation

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Section 4.        Election to Participate

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Section 5.        Deferral Accounts

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Section 6.        Benefits

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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 on account of unforeseeable emergency.

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Section 7.        Beneficiary Designation

The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed.

Section 8.        Administration of the Plan

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Section 9.        Nature of Company’s Obligation

Section 10.        Miscellaneous

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IN WITNESS WHEREOF , Wachovia Corporation has caused this instrument to be executed on its behalf by a duly authorized officer on this 19th day of December, 2008.

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Exhibit 10(c)

AMENDMENT 2008-1 TO THE

WACHOVIA CORPORATION

SAVINGS RESTORATION PLAN

(As Amended and Restated January 1, 2002)

WHEREAS , Wachovia Corporation (the “Company”) established the Wachovia Corporation Savings Restoration Plan (the “Plan”) for the benefit of certain of its employees, effective as of January 1, 2002;

WHEREAS , the Plan has been amended since its original effective date;

WHEREAS , the Company adopted, effective as of December 31, 2008, an amended and restated version of the Plan (the “Restated Plan”) that applies solely to amounts deferred under the Plan on or after January 1, 2005, as determined under Section 409A of the Internal Revenue Code of 1986, as amended, and Treasury Regulations thereunder (“Section 409A”);

WHEREAS , the Company now wishes to amend the Plan to clarify that the Plan applies solely to amounts deferred under the Plan prior to January 1, 2005 (as determined under Section 409A), and to make certain other clarifications and changes to the Plan;

WHEREAS , pursuant to Section 10.3 of the Plan, the Company may amend the Plan at any time and for any reason by action of its Board of Directors.

NOW, THEREFORE, BE IT RESOLVED , that effective as of December 31, 2008, subsection 1.3 of the Plan is amended in its entirety to read as follows:

“ 1.3          Application of the Plan .    The terms of this Plan, as amended, are applicable only to Eligible Employees who are in the active employ of an Employer on or after January 1, 2002 and only with respect to amounts deferred under the Plan prior to January 1, 2005. An Eligible Employee who retires or terminates employment with all Employers prior to such date will not be covered by this Plan.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, Section 2.1(f) is amended in its entirety to read as follows:

“(f)          “Committee” shall have the meaning set forth in Section 8.1.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, Section 2.1 is further amended to add the following new subsection (s) to read as follows:

“(s)          “MRCC” means the Management Resources and Compensation Committee of the Board or any successor Board committee to whom the Board delegates responsibility for establishing and administering the incentive compensation programs for the executive officers and other senior executives of the Company.

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, Section 8.1 is replaced in its entirety with the following new sections:

8.1          Administration .    The Plan shall be administered by a committee (the “Committee”) of two (2) or more members as designated from time to time by the MRCC of the Board. The Committee shall have full and complete authority to (i) administer the Plan; (ii) select the eligible employees who are to participate in the Plan; (iii) appoint additional members of the Committee; and (iv) delegate authority to perform particular functions with respect to the Plan, including, without limitation, functions involving the exercise of discretion, to any agent (including any officer or employee of the Company) or to any subcommittee or member of the Committee, provided that such delegation shall be subject to revocation at any time at the discretion of the Committee.

8.2          Authority .    The interpretation and construction of any provision of the Plan and the adoption of rules and regulations for plan administration shall be made by the Committee. Decisions of the Committee shall be final and binding on all parties who have an interest in the Plan, including (without limitation) all decisions relating to an individual’s eligibility for participation in the Plan, his or her entitlement to benefits hereunder and the amount of any such benefit entitlement. Prior to paying a benefit under the Plan, the Committee may require the Participant, former Participant or Beneficiary to provide such information or material as the Committee, in its sole discretion, shall deem necessary to make any determination it may be required to make under the Plan. The Committee may withhold payment of a benefit under the Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness

8.3          Hold Harmless .    To the maximum extent permitted by law, no member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on such member’s behalf in such member’s capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless, directly from its own assets (including the proceeds of any insurance policy the premiums of which are paid from the Company’s own assets), each member of the Committee and each other officer, employee, or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or bad faith.

8.4          Rules of Administration .    The Committee shall adopt such rules for administration of the Plan as it considers desirable, provided they do not conflict with the Plan, and may construe the Plan, correct defects, make

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factual decisions and determinations, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan and, except as provided in Section 8.5, such action (including factual decisions and determinations) shall be binding and conclusive. The determinations of the Committee shall be subject to review only for abuse of discretion.

8.5          Claims Procedures .

      a.      Benefits under this Plan will be paid only if the Committee decides in its discretion that the applicant is entitled to them. All claims for benefits under the Plan shall be submitted to the Committee, which shall have the initial responsibility for determining the eligibility of any Participant or beneficiary for benefits. Applications for benefits shall be submitted within two years of the later of (i) the date on which payment of benefits under the Plan was made, or (ii) the date on which the action complained or grieved of occurred. The Committee may adopt forms for the submission of claim for benefits in which case all claims for benefits shall be filed on such forms. The term “Committee” as used in this Section shall refer to any committee or organization, if any, that has been delegated the authority described herein by the Committee.

      b.      Any claims for benefits shall be made in writing and shall set forth the facts which such Participant or beneficiary believes to be sufficient to entitle him to the benefit claimed. Each such claim must be supported by such information and data as the Committee deems relevant and appropriate. Evidence of age, marital status (and, in the appropriate instances, health, death or Disability), and location of residence shall be required of all claims for benefits.

      c.      If a claim for benefits is denied in whole or in part, the Committee shall give the claimant written notice of the decision within ninety (90) days of the date the claim was submitted. Such written notice shall set forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the denial; (ii) specific references to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim, along with an explanation of why such material or information is necessary; and (iv) appropriate information about the steps to be taken if the claimant wishes to submit the claim for review of the denial.

      d.      The ninety-day period for review of a claim for benefits may be extended for an additional ninety (90) days by a written notice to the claimant setting forth the reason for the extension, which notice shall be furnished to the claimant before the end of the original ninety (90) day period.

      e.      If a claim for benefits is denied in whole or in part, the claimant or his duly authorized representative, at the claimant’s sole expense, may appeal the denial to the Committee within sixty (60) days of receipt of the denial. In pursuing his appeal, the claimant or his duly authorized representative:

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      (i)      may request in writing that the Committee review the denial;

      (ii)     may review pertinent documents; and

      (iii)    may submit issues and comments in writing.

      f.      The decision on review shall be made within sixty (60) days of receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one-hundred twenty (120) days after receipt of the request for review. If such an extension of time is required, written notice of the extension shall be furnished to the claimant before the end of the original sixty-day period. The decision on review shall be made in writing, shall be written in a manner calculated to be understood by the claimant, and in the event of an adverse decision on review shall give the specific reason or reasons for the denial, shall include specific references to the provision of the plan on which any claim denial is based, and shall inform the claimant that access will be afforded to all documents pertinent to the claim for benefits. No action at law or in equity to recover benefits under the Plan shall be commenced later than one year from the date a decision on review is furnished to the claimant.

      g.      All power and authority granted to the Committee as a Plan Administrator for purposes of this provision and all purposes under the Plan may be delegated by the Committee to any person, committee, or entity pursuant to a specific or general delegation.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, Section X is amended to add the following new subsection 10.10:

“ 10.10    Successors and Assigns .    The obligation of the Employer to make the payments required hereunder shall be binding upon the successors and assigns of the Employer, whether by merger, consolidation, acquisition or other reorganization.”

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IN WITNESS WHEREOF , Wachovia Corporation has caused this Amendment 2008-1 to the Plan to be executed on its behalf by a duly authorized officer on this 19th day of December, 2008.

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Exhibit 10(d)

First Union Corporation Benefit Restoration Plan

(Effective December 31, 1993)

As amended and restated December 31, 2008

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

First Union Corporation Benefit Restoration Plan

(Effective December 31, 1993)

As amended and restated December 31, 2008

Section I.         Establishment and Purpose

1.1           Establishment of the Plan . Wachovia Corporation (formerly named First Union Corporation) (the “Company”) established this supplemental retirement plan for eligible employees of the Company and participating Affiliates, effective as of December 31, 1993. This plan is known as the “First Union Corporation Benefit Restoration Plan” (hereinafter called the “Plan”). The Plan was amended and restated as of April 20,1999, and was subsequently amended in certain respects prior to the adoption of this amendment and restatement.

1.2           Purpose of the Plan . The Plan is intended to restore benefits that are curtailed as a result of legal limits that apply to the Pension Plan (as defined below). Participants ceased to accrue benefits under the Plan effective as of December 31, 2007 and any Employee who is not an active or inactive Participant on December 31, 2007 shall not be eligible to participate in the Plan.

The portion of the Plan which restores benefits affected by the limits described in Code section 415 is intended to be an “excess benefit plan” as defined in ERISA section 3(36). The portion of the Plan which restores benefits affected by the compensation limit described in Code section 401(a)(17) is intended to be a plan maintained for the purpose of providing deferred compensation to a “select group of management or highly compensated employees.”

1.3           Application of the Plan . The terms of this Plan, as amended and restated, are applicable only to eligible Employees who are in the active employ of the Company or a participating Affiliate on or after December 31, 1993 and only with respect to amounts deferred under the Plan on or after January 1, 2005. The terms of the Plan, as in effect prior to this amended and restated Plan document, shall continue to apply to amounts deferred prior to January 1, 2005. The Plan has been amended to implement changes required pursuant to and consistent with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Between January 1, 2005 and December 31, 2008 the Plan has been operated in accordance with transition relief established by the Treasury Department and Internal Revenue Service pursuant to Code section 409A. This amendment and restatement is adopted in conformity with final regulations under Code section 409A issued by the Treasury Department on April 10, 2007 and effective January 1, 2009.

Section II.         Definitions

Whenever used hereinafter, the following terms shall have the meanings set forth below unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized. The definition of any term in the singular shall also include the plural and any masculine terminology shall be deemed to refer to either a male or female.

2.1          “ Accrued Benefit ” means the portion of the Participant’s Accrued Benefit under the Pension Plan attributable to service and compensation credited for periods on or after

January 1, 2005 and determined on the assumption that the Participant had a Termination of Employment on December 31, 2007 (or in the case of a Participant who terminated employment on account of Disability, that the participant had a Disability Retirement Date of December 31, 2007). For purposes of this definition, the terms “Accrued Benefit”, “Termination of Employment” and “Disability Retirement Date” shall have the same meaning as assigned to those terms under the Pension Plan, subject to the modifications described herein.

2.2          “ Actuarial Equivalent ” means a benefit having the same value as the benefit which it replaces, computed on the bases of the actuarial equivalence assumptions in effect under the Pension Plan.

2.3          “ Affiliate ” means (i) any corporation which is a member of the controlled group of corporations which includes the Company, as determined in accordance with the ownership rules of Code section 1563, without regard, however, to subsections (a)(4) or (e)(3)(C) of such section 1563, (ii) any entity with which the Company would be considered a single employer under Code Section 414(c) and (iii) any other entity in which the Company has a significant equity interest or owns a substantial capital or profits interest.

2.4          “ Applicable Federal Rate ” means the interest rate provided for under Code section 1274(d) in effect as of (i) the date of a Change of Control, or if elected in writing by the Company and a Participant, at the time a Participant becomes a Participant, (ii) the later of (a) December 31, 1993 or (b) the date an individual becomes a Participant pursuant to Section 3.2.

2.5          “ Beneficiary ” means the individual designated by the Participant to receive any death benefits payable on the Participant’s behalf under the Pension Plan.

2.6          “ Benefit Commencement Date ” means the date on which a Participant’s benefits shall commence under Section IV. Except as otherwise provided under section 4.2, a Participant’s Benefit Commencement Date shall be the first day of the month next following the later of —

(a)          the Participant’s Termination of Service; or

(b)          the date on which the Participant attains his or her Earliest Retirement Age.

2.7          “ Board ” means the board of directors of the Company.

2.8          “ Cause ” means an act or acts of a Participant’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. For purposes of this definition, no act, or failure to act, on a Participant’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

2.9          “ Change of Control ” means a change in ownership of the Company (as described in subsection (i)) or a change in effective control of the Company (as described in subsection (ii)):

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(i)        Any person or more than one person acting as a group acquires beneficial ownership of Company stock that, together with the Company stock already held by such person or group, represents more than 50 percent of the total voting power of Company stock; provided, however, that if any one person or more than one person acting as a group is considered to own more than 50 percent of the total fair market value or total voting power of Company stock, the acquisition of additional Company stock by the same person or persons is not considered to cause a change in the ownership of the Company for purposes of this subsection (i) or to cause a change in effective control of the Company for purposes of subsection (ii); or

(ii)        Any person or more than one person acting as a group acquires (or has acquired during the twelve-consecutive-month period ending on the date of the most recent acquisition by such person or persons) beneficial ownership of Company stock possessing 30 percent or more of the total voting power of Company stock; or (2) a majority of members of the Board is replaced during a twelve-consecutive-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; provided, however, that if any one person or more than one person acting as a group is considered to effectively control Company for purposes of this subsection (ii), the acquisition of additional control of the Company by the same person or persons is not considered to cause a change in the effective control for purposes of this subsection (ii) or to cause a change in ownership of the Company for purposes of subsection (i).

For purposes of this Section 2.9, the term “group” shall have the meaning provided in Treasury Regulation 1.409A-3(i)(5)(v)(B), (vi)(D) or (vii)(C), as applicable. The term “beneficial ownership” shall have the meaning provided in Treasury Regulation 1.409A-3(i)(5)(v)(iii). Notwithstanding anything in this Section 2.9 to the contrary, an event which does not constitute a change in the ownership or a change in the effective control of the Company, each as defined in Treasury Regulation 1.409A-3(i)(5), shall not constitute a Change of Control for purposes of this Plan.

2.10        “ Code ” means the Internal Revenue Code of 1986, as amended, or as it may be amended from time to time. A reference to a particular section of the Code shall also be deemed to refer to any Treasury Regulations under that section.

2.11        “ Company ” means Wachovia Corporation and any successor thereto that agrees to adopt and continue the Plan.

2.12        “ Disability ” means any physical or mental condition which would result in the Participant incurring a “Disability” under disability provisions contained in the Pension Plan.

2.13        “ Earliest Retirement Age ” means the earliest date on which a Participant could retire and elect to commence benefits under the terms of the Pension Plan, as in effect on December 31, 2008.

2.14        “ Employee ” means any person who is employed by an Employer.

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2.15        “ Employer ” means the Company and each Affiliate which has adopted the Plan for the benefit of its eligible Employees.

2.16        “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or as it may be amended from time to time. A reference to a particular section of ERISA shall also be deemed to refer to the regulations under that section.

2.17        “ Lump Sum Actuarial Equivalent ” means a single payment which is actuarially equivalent to the annuity benefit due a Participant under the Plan computed using the “applicable interest rate” required by Code section 417(e)(3) under the Company’s Pension Plan and the mortality assumptions utilized in the most recent actuarial valuation for the Company’s Pension Plan.

2.18        “ MRCC ” means the Management Resources and Compensation Committee of the Board or any successor Board committee to whom the Board delegates responsibility for establishing and administering the incentive compensation programs for the executive officers and other senior executives of the Company.

2.19        “ Normal Retirement Date ” means the first day of the month next following the later of the—

(a)          Participant’s sixty-fifth birthday; or

(b)          the fifth anniversary of the date on which the Participant commenced participation under the Pension Plan.

2.20        “ Participant ” means an Employee who has met, and continues to meet, the eligibility requirements of section 3.1.

2.21        “ Pension Plan ” means the Wachovia Corporation Pension Plan, as amended from time to time, and any successor or replacement plan.

2.22        “ Plan ” means this First Union Corporation Benefit Restoration Plan.

2.23        “ Plan Administrator ” means the Administrative Committee, as defined in Section 7.1.

2.24        “ Plan Year ” means the calendar year.

2.25        “ Present Value ” means the present value of a payment or payments computed using an interest rate equal to 1.2 times the Applicable Federal Rate (compounded semi-annually) and the number of Years, including any fraction thereof, by which the date of a Change of Control or Termination of Service (as applicable) precedes the Participant’s attainment of his Earliest Retirement Age.

2.26        “ Service ” means a Participant’s aggregate elapsed time, in Years of Service, as an Employee of the Company from his initial date of hire to the earlier to occur of his termination of employment or his Normal Retirement Date.

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2.27        “ Termination of Service ” means a Participant’s termination of Employee status for any reason, including (without limitation) by reason of a voluntary termination, resignation or retirement, and shall be determined in accordance with the applicable standards established pursuant to Code section 409A.

2.28        “ Year ” means the 12 month period beginning January 1 and ending December 31.

2.29        “ Years of Service ” shall have the same meaning assigned to such term in the Pension Plan.

Section III.         Participation

3.1           Eligibility . An Employee shall become a Participant as of the date he or she is designated by the Plan Administrator, in its sole discretion, as eligible to participate in the Plan. Participation in that part of the Plan which restores Pension Plan benefits that are curtailed under the compensation limit in effect under Code section 401(a) (17) shall be limited to Employees who are members of a “select group of management or highly compensated employees” within the meaning of ERISA section 201(2); provided however, an Employee who participates in the First Union Corporation Supplemental Retirement Plan shall not be eligible to participate in the Plan. Notwithstanding any other provision of this Plan to the contrary, any Employee who is not an active or inactive Participant on December 31, 2007 shall not be eligible to participate in the Plan.

3.2           Duration . An Employee who becomes a Participant under Section 3.1 shall remain an active Participant until the earlier of —

An individual whose active participation is terminated under this section 3.2(a) shall continue to be an inactive Participant until all benefits to which he or she is entitled to under the Plan have been paid.

Section IV.         Benefits

4.1           Retirement Benefits .

(a)           Eligibility . A Participant who has a vested interest in a retirement benefit under the Pension Plan shall be eligible for a retirement benefit under this section 4.1 upon a Termination of Service that occurs on or after attainment of the Participant’s Earliest Retirement Age. Except as otherwise provided in section 4.4, the normal retirement benefit shall be calculated as a single life annuity commencing on or after the Participant’s Normal Retirement Date. However, if the Participant’s Termination of Service precedes his or her Normal Retirement Date, the benefit determined under this section 4.1 shall be reduced in accordance with section 4.1 (b) (2).

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4.2           Disability Retirement Benefits .

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4.3           Termination Benefit .

4.4           Form of Payment .

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4.5           Payments in the Event of a Change of Control .

In the event of a Change of Control, Plan benefits will be paid to the Participants in accordance with this subsection 4.5. It is intended that any payment made under this subsection 4.5 shall not constitute a “parachute payment” within the meaning of Code section 280G(b)(2)(A) and that the Plan shall be construed to effectuate such intent. The aggregate payments to be made under the Plan to “disqualified individuals” as defined in Code section 280G(c), shall be reduced by an amount so that the Present Value of the payments which are contingent upon a Change of Control do not equal or exceed three times the Participant’s average annual taxable compensation from the Company for the most recent five taxable years ending before the Change of Control.

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4.6           No Payments upon a Participant’s Termination for Cause .

Notwithstanding another provision of the Plan, if a Participant has a Termination of Service for Cause, no benefit will be due or payable under the Plan.

4.7           Cessation of Accruals .

Service performed by a Participant after December 31, 2007 shall not be taken into account in determining a Participant’s accrued benefit under the Plan. However, to the extent provided in this Section IV, such Service shall be taken into account for purposes of determining eligibility to receive a benefit or to determine the amount by which a Participant’s benefit will be actuarially reduced for early payment.

4.8           No Acceleration of Payment .

No Participant shall be permitted, and the Plan Administrator shall not have any discretion, to accelerate the timing or schedule of any benefit payment under this Plan, except as specifically provided herein or as may be permitted pursuant Code section 409A and the Treasury Regulations thereunder.

4.9           Payment Delay for Key Employees .

Notwithstanding any provision in the Plan to the contrary, no distribution which becomes due and payable by means of a Participant’s “separation from service” under Code section 409A shall be made to the Participant prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treasury Regulations issued under Code section 409A), or (ii) the date of the Participant’s death, if the Participant is deemed at the time of such separation from service to be a key employee within the meaning of that term under Code section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code section 409(a)(2). Upon the expiration of the applicable Code section 409(a)(2) deferral period, all payments deferred pursuant to this Section 4.9 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid to the Participant (or the Participant’s Beneficiary in the event of the Participant’s death) in a lump sum, and any remaining payments due under the Plan shall be paid in accordance with the normal payment dates specified for them herein. No interest shall be paid on the amounts for which payment is delayed pursuant to this provision. Whether the Participant is a “key employee” shall be determined in accordance with Code section 416(i) and such written guidelines adopted by the Company for such purposes.

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Section V.         Preretirement Death Benefits

5.1           Eligibility .

5.2           Amount .

5.3           Commencement . The Lump Sum Actuarial Equivalent payable pursuant to Section 5.2 above shall be paid within ten business days of the Participant’s death.

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Section VI.         Financing

6.1           Financing . The benefits under the Plan shall be paid out of the general assets of the Employer. The benefits shall not be funded in advance of payment in any way.

6.2           No Trust Created . Nothing contained in the Plan, and no action taken pursuant to the provisions of the Plan, shall create a trust of any kind or a fiduciary relationship between an Employer and any Participant, Participant’s spouse, beneficiary, or any other person. Notwithstanding the foregoing, a rabbi trust can be established if deemed to be beneficial to the Plan Participants.

6.3           Unsecured Interest . No Participant shall have any interest whatsoever in any specific asset of the Company or an Affiliate. To the extent that any person acquires a right to receive payments under the Plan, such right shall be no greater than the right of any unsecured general creditor of an Employer.

Section VII.         Administration

7.1           Administration . The Plan shall be administered by a committee (the “Administrative Committee”) of two (2) or more members as designated from time to time by the MRCC of the Board. The Administrative Committee shall have full and complete authority to (i) administer the Plan; (ii) select the eligible employees who are to participate in the Plan; (iii) appoint additional members of the Administrative Committee; and (iv) delegate authority to perform particular functions with respect to the Plan, including, without limitation, functions involving the exercise of discretion, to any agent (including any officer or employee of the Company) or to any subcommittee or member of the Administrative Committee, provided that such delegation shall be subject to revocation at any time at the discretion of the Administrative Committee.

7.2           Authority . The interpretation and construction of any provision of the Plan and the adoption of rules and regulations for plan administration shall be made by the Administrative Committee. Decisions of the Administrative Committee shall be final and binding on all parties who have an interest in the Plan, including (without limitation) all decisions relating to an individual’s eligibility for participation in the Plan, his or her entitlement to benefits hereunder and the amount of any such benefit entitlement. Prior to paying a benefit under the Plan, the Administrative Committee may require the Participant, former Participant or Beneficiary to provide such information or material as the Administrative Committee, in its sole discretion, shall deem necessary to make any determination it may be required to make under the Plan. The Administrative Committee may withhold payment of a benefit under the Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness.

7.3           Rules of Administration . The Administrative Committee shall adopt such rules for administration of the Plan as it considers desirable, provided they do not conflict with the Plan, and may construe the Plan, correct defects, make factual decisions and determinations, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan and, except as provided in Section 7.4, such action (including factual decisions and determinations) shall be binding and conclusive. The determinations of the Administrative Committee shall be subject to review only for abuse of discretion.

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7.4           Claims Procedures .

       (a)        Benefits under this Plan will be paid only if the Administrative Committee decides in its discretion that the applicant is entitled to them. All claims for benefits under the Plan shall be submitted to the Administrative Committee, which shall have the initial responsibility for determining the eligibility of any Participant or beneficiary for benefits. Applications for benefits shall be submitted within two years of the later of (i) the date on which payment of benefits under the Plan was made, or (ii) the date on which the action complained or grieved of occurred. The Administrative Committee may adopt forms for the submission of claim for benefits in which case all claims for benefits shall be filed on such forms. The term “Administrative Committee” as used in this Section shall refer to any committee or organization, if any, that has been delegated the authority described herein by the Administrative Committee.

       (b)        Any claims for benefits shall be made in writing and shall set forth the facts which such Participant or beneficiary believes to be sufficient to entitle him to the benefit claimed. Each such claim must be supported by such information and data as the Administrative Committee deems relevant and appropriate. Evidence of age, marital status (and, in the appropriate instances, health, death or Disability), and location of residence shall be required of all claims for benefits.

       (c)        If a claim for benefits is denied in whole or in part, the Administrative Committee shall give the claimant written notice of the decision within ninety (90) days of the date the claim was submitted. Such written notice shall set forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the denial; (ii) specific references to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim, along with an explanation of why such material or information is necessary; and (iv) appropriate information about the steps to be taken if the claimant wishes to submit the claim for review of the denial.

       (d)        The ninety-day period for review of a claim for benefits may be extended for an additional ninety (90) days by a written notice to the claimant setting forth the reason for the extension, which notice shall be furnished to the claimant before the end of the original ninety (90) day period.

       (e)        If a claim for benefits is denied in whole or in part, the claimant or his duly authorized representative, at the claimant’s sole expense, may appeal the denial to the Administrative Committee within sixty (60) days of receipt of the denial. In pursuing his appeal, the claimant or his duly authorized representative:

           (i)          may request in writing that the Administrative Committee review the denial;

           (ii)         may review pertinent documents; and

           (iii)        may submit issues and comments in writing.

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       (f)        The decision on review shall be made within sixty (60) days of receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one-hundred twenty (120) days after receipt of the request for review. If such an extension of time is required, written notice of the extension shall be furnished to the claimant before the end of the original sixty-day period. The decision on review shall be made in writing, shall be written in a manner calculated to be understood by the claimant, and in the event of an adverse decision on review shall give the specific reason or reasons for the denial, shall include specific references to the provision of the plan on which any claim denial is based, and shall inform the claimant that access will be afforded to all documents pertinent to the claim for benefits. No action at law or in equity to recover benefits under the Plan shall be commenced later than one year from the date a decision on review is furnished to the claimant.

       (g)        All power and authority granted to the Administrative Committee as a Plan Administrator for purposes of this provision and all purposes under the Plan may be delegated by the Administrative Committee to any person, committee, or entity pursuant to a specific or general delegation.

7.5           Tax Withholding . The Employer may withhold from any payment under this Plan any federal, state, or local taxes required by law to be withheld with respect to the payment and any sum the Employer may reasonably estimate as necessary to cover any taxes for which they may be liable and that may be assessed with regard to such payment. Upon discharge or settlement of such tax liability, the Employer shall distribute the balance of such sum, if any, to the Participant from whose payment it was withheld, or if such Participant is then deceased, to the beneficiary of such Participant. Prior to making any payment hereunder, the Company may require such documents from any taxing authority, or may require such indemnities or surety bond as the Company shall reasonably deem necessary for its protection. As to any payroll tax that must be withheld in accordance with the applicable statute, the Employer may withhold as necessary any payroll taxes that are due.

7.6           Expenses . All expenses incurred in the administration of the Plan shall be paid by the Employer.

7.7           Actuarial Equivalence . In determining the actuarial equivalent value of a benefit payable under the Plan or of any other benefit, the Company, in consultation with an actuary selected by the Company, shall use any generally accepted actuarial tables and reasonable interest assumptions, as the Company shall determine in its sole and absolute discretion.

7.8           Liability of Plan Administrator; Indemnification . To the extent permitted by law, the Plan Administrator and its members shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan unless attributable to his own gross negligence or willful misconduct. The Company shall indemnify the Plan Administrator and its members against any and all claims, losses, damages, expenses, including counsel fees, incurred by them, and any liability, including any amounts paid in settlement with their approval, arising from their action or failure to act, except when the same is judicially determined to be attributable to their gross negligence or willful misconduct.

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Section VIII.         Adoption of the Plan by the Affiliate; Amendment and Termination of the Plan .

8.1           Adoption of the Plan by the Affiliate . An Affiliate may adopt the Plan by appropriate action of its board of directors or authorized officers or representatives, subject to the approval of the Board.

8.2           Amendment and Termination of the Plan . The MRCC or its delegate may at any time amend the provisions of the Plan to any extent and in any manner the MRCC shall deem advisable, and such amendment shall become effective at the time of such MRCC action. Without limiting the generality of the foregoing, the MRCC or its delegate may amend the Plan to impose such restrictions upon the distribution provisions of Sections IV and V which the MRCC or its delegate deems appropriate or advisable in order to avoid the current income taxation of benefits under the Plan or any other adverse tax consequences which might otherwise occur as a result of changes to the tax laws and regulations governing incentive and deferred compensation arrangements such as the Plan. The MRCC or its delegate may also at any time terminate the Plan in whole or in part, subject to the requirements of Code section 409A regarding plan terminations. Except for such modifications, limitations or restrictions as may otherwise be required to avoid current income taxation or other adverse tax consequences to Participants as a result of changes to the tax laws and regulations applicable to the Plan, no such plan amendment or plan termination, whether authorized by the MRCC or its delegate, shall (i) have the effect of reducing the benefits accrued by a Participant prior to the date of the amendment or termination or (ii) otherwise adversely affect the vesting schedules or distribution provisions in effect for benefits, and the benefits accrued prior to the date of any such plan amendment or termination shall, subject to the foregoing exception, continue to become due and payable in accordance with the vesting and distribution provisions as in effect immediately prior to such amendment or termination. Notice of any such amendment or termination shall be given in writing to each Participant and beneficiary of a deceased Participant having an interest in the Plan. The terms of an employment agreement or other individual agreement with a Participant (a “Participant Agreement”) may modify the terms of the Plan with respect to that Participant, provided that the Participant Agreement was approved by the MRCC or its delegate. The manner and extent to which a Participant Agreement modifies the terms of this Plan shall be determined by the Administrative Committee in its sole discretion.

Section IX.         Miscellaneous Provision

9.1           No Contract of Employment . Nothing contained in the Plan shall be construed to give any Participant the right to be retained in the service of the Company or its Affiliates or to interfere with the right of the Company or its Affiliates to discharge a Participant at any time.

9.2           Severability . If any provision of this Plan shall be held illegal or invalid, the illegality or invalidity shall not affect its remaining parts. The Plan shall be construed and enforced as if it did not contain the illegal or invalid provision.

9.3           Applicable Law . Except to the extent preempted by applicable federal law, this Plan shall be governed by and construed in accordance with the laws of the state of North Carolina.

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9.4           Successors and Assigns . The obligation of the Employer to make the payments required hereunder shall be binding upon the successors and assigns of the Employer, whether by merger, consolidation, acquisition or other reorganization.

9.5           Section 409A Compliance . This Plan is intended to comply with the requirements of Code section 409A and Treasury Regulations thereunder. Any provision of this document that is contrary to the requirements of Code section 409A and the Treasury Regulations thereunder shall be null, void and of no effect and the Committee shall interpret the document consistent with the requirements of Code section 409A, which shall govern the administration of the Plan in the event of a conflict between Plan terms and the requirements of Code section 409A and the Treasury Regulations

IN WITNESS WHEREOF , Wachovia Corporation has caused this instrument to be executed on its behalf by a duly authorized officer on this 19th day of December, 2008.

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Schedule A – Form of Payment Elections

Pursuant to Section 4.4(c), the Plan Administrator has permitted Participants to make form of payment elections. The Participants who made such elections, when the elections were made and the form of payment that was elected by the Participant and approved by the Plan Administrator, are as follows:

Elections Made on or Before December 31, 2005

Participant                                           Payment Form Elected

[Names redacted]

Elections Made on or Before December 31, 2006

Participant                                           Payment Form Elected

[Names redacted]

Elections Made on or Before December 31, 2007

Participant                                           Payment Form Elected

[Names redacted]

Elections Made on or Before December 31, 2008

Participant                                           Payment Form Elected

[Names redacted]

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Exhibit 10(e)

AMENDMENT 2008-1 TO THE FIRST UNION CORPORATION

BENEFIT RESTORATION PLAN

(As Amended and Restated April 20, 1999)

WHEREAS , First Union Corporation (“First Union”) established the First Union Corporation Benefit Restoration Plan (the “Plan”) for the benefit of certain of its employees, effective as of December 31, 1993;

WHEREAS , by and through merger, Wachovia Corporation (the “Company”) is the successor in interest to First Union and currently maintains the Plan;

WHEREAS , the Plan has been amended since its original effective date;

WHEREAS , the Company adopted, effective as of December 31, 2008, an amended and restated version of the Plan (the “Restated Plan”) that applies solely to amounts deferred under the Plan on or after January 1, 2005, as determined under Section 409A of the Internal Revenue Code of 1986, as amended, and Treasury Regulations thereunder (“Section 409A”);

WHEREAS , the Company now wishes to amend the Plan to clarify that the Plan applies solely to amounts deferred under the Plan prior to January 1, 2005 (as determined under Section 409A), as well make certain other clarifications and changes to the Plan;

WHEREAS , pursuant to subsection 8.2 of the Plan, the Company may amend the Plan at any time and for any reason by action of its Board of Directors.

NOW, THEREFORE, BE IT RESOLVED , that effective as of December 31, 2008, subsection 1.3 of the Plan is amended in its entirety to read as follows:

“1.3           Application of the Plan . The terms of this Plan, as amended, are applicable only to eligible Employees who are in the active employ of the Company or a participating Affiliate on or after December 31, 1993 and only with respect to amounts deferred under the Plan prior to January 1, 2005.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, subsection 2.16 of the Plan is amended to delete the phrase “the most recent Pension Benefit Guarantee Corporation discount rate in effect for the Company’s Pension Plan” and substitute in its place the following phrase:

“the ‘applicable interest rate’ required by Section 417(e)(3) of the Code under the Company’s Pension Plan.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, subsection 2.30 of the Plan is amended in its entirety to read as follows:

“2.30        “ Accrued Benefit ” means the portion of the Participant’s Accrued Benefit under the Pension Plan attributable to service and compensation credited for periods prior to January 1, 2005, determined

on the assumption that the Participant had a Termination of Employment on December 31, 2007 (or in the case of a Participant who terminated employment on account of Disability, that the participant had a Disability Retirement Date of December 31, 2007). For purposes of this definition, the terms “Accrued Benefit”, “Termination of Employment” and “Disability Retirement Date” shall have the same meaning as assigned to those terms under the Pension Plan, subject to the modifications described herein.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, subsection 4.4(c) of the Plan is amended in its entirety to read in the same manner as it read when the Plan was amended and restated as of April 20, 1999. Any amendments to such subsection that were adopted after the April 20, 1999 amendment and restatement of the Plan, and before the date of this Amendment 2008-1, apply solely to benefits payable under the Restated Plan.

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, the third paragraph or subsection 4.5 of the Plan is amended to delete the phrase “the most recent Pension Benefit Guaranty Corporation discount rate in effect for the Company’s qualified pension plan” and substitute in its place the following phrase:

“the ‘applicable interest rate’ required by Section 417(e)(3) of the Code under the Company’s Pension Plan.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, subsections 7.1 and 7.2 are replaced in their entirety with the following new subsections, and the remainder of Section VII is renumbered accordingly:

“7.1           Administration . The Plan shall be administered by a committee (the “Administrative Committee”) of two (2) or more members as designated from time to time by the Board (or a committee thereof). The Administrative Committee shall have full and complete authority to (i) administer the Plan; (ii) select the eligible employees who are to participate in the Plan; (iii) appoint additional members of the Administrative Committee; and (iv) delegate authority to perform particular functions with respect to the Plan, including, without limitation, functions involving the exercise of discretion, to any agent (including any officer or employee of the Company) or to any subcommittee or member of the Administrative Committee, provided that such delegation shall be subject to revocation at any time at the discretion of the Administrative Committee.

7.2           Authority . The interpretation and construction of any provision of the Plan and the adoption of rules and regulations for plan administration shall be made by the Administrative Committee. Decisions of the Administrative Committee shall be final and binding on all parties who have an interest in the Plan, including (without

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limitation) all decisions relating to an individual’s eligibility for participation in the Plan, his or her entitlement to benefits hereunder and the amount of any such benefit entitlement. Prior to paying a benefit under the Plan, the Administrative Committee may require the Participant, former Participant or Beneficiary to provide such information or material as the Administrative Committee, in its sole discretion, shall deem necessary to make any determination it may be required to make under the Plan. The Administrative Committee may withhold payment of a benefit under the Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness.

7.3           Rules of Administration . The Administrative Committee shall adopt such rules for administration of the Plan as it considers desirable, provided they do not conflict with the Plan, and may construe the Plan, correct defects, make factual decisions and determinations, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan and, except as provided in Section 7.4, such action (including factual decisions and determinations) shall be binding and conclusive. The determinations of the Administrative Committee shall be subject to review only for abuse of discretion.

7.4           Claims Procedures .

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(i)          may request in writing that the Administrative Committee review the denial;

(ii)         may review pertinent documents; and

(iii)        may submit issues and comments in writing.

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NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, Section IX is amended to add the following new subsection 9.4:

“9.4           Successors and Assigns . The obligation of the Employer to make the payments required hereunder shall be binding upon the successors and assigns of the Employer, whether by merger, consolidation, acquisition or other reorganization.”

NOW, THEREFORE, BE IT FURTHER RESOLVED , that effective as of December 31, 2008, Schedule B of the Plan is deleted in its entirety and shall apply solely to benefits payable under the Restated Plan.

IN WITNESS WHEREOF , Wachovia Corporation has caused this Amendment 2008-1 to the Plan to be executed on its behalf by a duly authorized officer on this 19th day of December, 2008.

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Exhibit 10(f)

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

OF

WACHOVIA CORPORATION

As amended and restated effective December 31, 2008

Exhibit 10(f)

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

OF WACHOVIA CORPORATION

As amended and restated effective December 31, 2008

(a)        Each member of the Board of Directors of Wachovia Corporation (the “Company”), who is not an employee of the Company or any of its subsidiaries, is eligible to participate in the Deferred Compensation Plan for Non-Employee Directors of the Company (the “Plan”). The term “Director” means (i) a non-employee director of the Company, (ii) any special advisory consultant of the Company appointed as such pursuant to the resolutions adopted by the Board on December 16, 1997, as the same may be amended from time to time, and (iii) any other special advisory consultant or director of any of the Company’s subsidiary banks designated by the Committee (as defined below) to be a participant in the Plan, and the term “Board” means the Board of Directors of the Company.

(b)        The terms of this Plan, as amended and restated, are applicable only to amounts deferred by Directors under the Plan on or after January 1, 2005. The terms of the Plan, as in effect prior to this amended and restated Plan document, shall continue to apply to amounts deferred prior to January 1, 2005. The Plan has been amended to implement changes required pursuant to and consistent with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Between January 1, 2005 and December 31, 2008 the Plan has been operated in accordance with transition relief established by the Treasury Department and Internal Revenue Service pursuant to Code section 409A. This amendment and restatement is adopted in conformity with final regulations under Code section 409A issued by the Treasury Department on April 10, 2007 and effective January 1, 2009.

The Plan shall be administered by the Management Resources & Compensation Committee of the Board (including any successor thereto, the “Committee”). The members of the Committee shall be appointed by the Board. The Committee shall have full power and authority to interpret the terms of the Plan, to determine all questions arising in the administration of the Plan, and to adopt such rules and procedures as it may deem advisable for the administration of the Plan.

(a)        Prior to January 1 of each calendar year (the “Service Year”), each Director may irrevocably elect to have all or any part (stated as a percentage) of the fees and retainers (“Fees”) for services as a Director (including fees payable for services as a member of a committee of the Board) that will be earned during the Service Year deferred under the Plan and credited to an interest account (“Interest Account”) and/or to a stock account (“Stock Account”).

(b)        If a person becomes a Director during a Service Year and thereby becomes eligible to participate in this Plan for the first time (and has not previously been eligible to participate in any other plan that is required to be aggregated with this Plan for purposes of Code section 409A and the Treasury Regulations thereunder), the Director may irrevocably elect within 30 days following the date on which his or her term as a Director begins to have all or any part (stated as a percentage) of the Fees that the Director will earn for the remainder of such Service Year deferred under the Plan and credited to the Interest Account and/or the Stock Account.

(c)        A Director who terminates service as a Director, and who subsequently becomes a Director and thereby re-qualifies for participation in the Plan, shall be eligible to elect to defer Fees only pursuant to the election procedure described in Section 3(a).

(d)        Notwithstanding anything to the contrary herein, Directors may not make any voluntary deferrals of Fees under the Plan after December 31, 2008 until determined otherwise by the Committee.

(a)        Amounts credited to the Interest Account pursuant to Section 3 hereof during each calendar year shall be credited with interest as of the following December 31 in an amount equal to the Director’s average month-end balance in the Interest Account during such calendar year multiplied by an interest rate equal to (i) the average prime rate of interest charged for commercial loans as of the last day of each calendar quarter (March 31, June 30, September 30 and December 31) by a commercial bank selected by the Committee, or (ii) such other interest rate as the Committee may otherwise determine.

(b)        Amounts credited to the Stock Account pursuant to Section 3 hereof shall be deemed to be invested in a theoretical number of units of Common Stock of the Company (the “Common Stock”) obtained by dividing the dollar amount of such amounts by the Market Value Per Share, as defined below, on the date such amounts are transferred from the Interest Account to the Stock Account or the date deferred Fees would otherwise be payable to the Director, as applicable. The number of such units shall be computed to four (4) decimal places. From time to time additional units shall be credited to the Stock Account in amounts equal to:

            (i)        the amount of any cash dividend (or the fair market value of a dividend paid in property, other than a dividend paid in Common Stock) which the Director would have received if on the record date for such dividend the Director had been the owner of record of a number of shares of Common Stock equal to the number of units (including fractions) then credited to the Stock Account, divided by the Market Value Per Share on the date such dividend is paid; and

2

            (ii)       the number of full and fractional shares of Common Stock which the Director would have received if on the record date for a dividend which is to be paid in Common Stock, the Director had been the owner of record of a number of shares of Common Stock equal to the number of units (including fractions) then credited to the Stock Account.

The Stock Account shall also be appropriately adjusted for any change in the Common Stock by reason of any recapitalization, reorganization, merger, consolidation, split-up, or any similar change affecting the Common Stock.

(c)        For purposes of the Plan, “Market Value Per Share” is defined as the last sale price per share on the date of reference for shares of Common Stock as reported on the New York Stock Exchange on such date (or, if such date shall not be a business day, the next preceding day which shall be a business day). If no sale occurs on such date, the Market Value Per Share shall be determined, in the manner described above, as of the first preceding business day on which a sale occurs.

(d)        Prior to January 1 of each Service Year, each Director participating in the Plan may elect to have all or any part of the balance credited to such Director’s Interest Account or Stock Account, as applicable, transferred to a Stock Account or Interest Account, as applicable. Such election shall not alter in any way the deferral election made by the Director under Section 3(a), the distribution election made by such Director under Section 5(a) or the deemed distribution election described in Section 5(b) in the event that the Director failed to make a distribution election pursuant to Section 5(a).

(a)        At the time a Director makes his or her initial election to defer Fees pursuant to Section 3, the Director shall also make an irrevocable election as to the time and form of distribution of the Director’s Stock Account and/or Interest Account. The Director may elect one of the following distribution options:

            (i) to receive a lump sum payment of the total balance of the Director’s Stock Account and/or Interest Account on the January 1 immediately following the Director’s Termination Date (as defined below),

            (ii) to receive a lump sum payment of the total balance of the Director’s Stock Account and/or Interest Account on the January 1 that is at least 2 years and not more than 10 years following the Director’s Termination Date (as specified by the Director in his or her election), or

            (iii) to receive the total balance of the Director’s Stock Account and/or Interest Account in a series of consecutive annual installment payments (x) beginning on January 1 of the calendar year that is at least 2 years and not more than 9 years following the Director’s Termination Date and (y) ending on January 1 of the calendar year that is at least 3 years and not more than 10 years following the Director’s Termination Date (as specified by the Director in his or her election). The amount of each such installment payment shall be equal to the

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then-applicable account balance multiplied by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installment payments remaining.

For purpose of the Plan, a Director’s “Termination Date” shall mean the date on which there is a good faith and complete termination of the Director’s relationship as a Director, and shall be determined in accordance with applicable standards established pursuant to Code section 409A and the Treasury Regulations thereunder.

(b)        In the event the Director fails to make the election provided in the preceding sentence, the total balance of such Director’s Stock Account and/or Interest Account shall be paid at the time and in the manner described in clause (i) of Section 5(a). In the event such Director makes an election provided in clauses (ii) or (iii) of Section 5(a), such Director shall also make an irrevocable election to either (x) maintain such Director’s participation in the Stock Account during the applicable distribution period, or (y) transfer the value of the units in such Director’s Stock Account, if any, to the Interest Account, based on the Market Value Per Share of the number of units (including fractions) credited to the Stock Account on the Termination Date, during the applicable distribution period. A Director participating in the Interest Account prior to the Termination Date shall continue to participate in the Interest Account during the applicable distribution period.

(c)        If a Director should die before full payment of the total balance in his or her Interest Account and/or Stock Account, as applicable, the remaining balance shall be paid in a lump sum to his or her designated beneficiaries or estate, as applicable, on the January 1 immediately following the death of the Director.

(d)        Pending distribution pursuant to this Section 5, amounts credited to the Interest Account shall continue to accrue interest at the rate stated in Section 4(a) of the Plan. Pending distribution pursuant to this Section 5, amounts credited to the Stock Account shall continue to accrue additional units of Common Stock in accordance with Section 4(b) of the Plan.

(e)        No Director shall be permitted, and neither the Company nor the Committee shall not have any discretion, to accelerate the timing or schedule of any payment under this Plan, except as specifically provided herein or as may be permitted pursuant Code section 409A and the Treasury Regulations thereunder.

(f)        Notwithstanding any provision in the Plan to the contrary, no distribution which becomes due and payable by means of a Director’s “separation from service” under Code section 409A shall be made to the Director prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Director’s “separation from service” (as such term is defined in Treasury Regulations issued under Code section 409A), or (ii) the date of the Director’s death, if the Participant is deemed at the time of such separation from service to be a key employee within the meaning of that term under Code section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code section 409(a)(2). Upon the

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expiration of the applicable Code section 409(a)(2) deferral period, all payments deferred pursuant to this Section 5(f) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid to the Director (or the Director’s Beneficiary in the event of the Director’s death) in a lump sum, and any remaining payments due under the Plan shall be paid in accordance with the normal payment dates specified for them herein. During such deferral period, the Director’s Stock Account and/or Interest Account under the Plan shall continue to be subject to the investment return provisions of Section 4. Whether the Director is a “key employee” shall be determined in accordance with Code section 416(i) and such written guidelines adopted by the Company for such purposes.

A director may designate a beneficiary or beneficiaries (which may be an entity other than a natural person) to receive any payments to be made under Section 5 of the Plan upon the Director’s death. At any time, and from time to time, any such designation may be changed or cancelled by the Director without the consent of any beneficiary. Any such designation, change or cancellation must be by written notice filed with the Secretary of the Company and shall not be effective until received by the Secretary of the Company. If a Director designates more than one beneficiary, any payments under Section 5 of the Plan to such beneficiaries shall be made in equal shares unless the Director has designated otherwise, in which case the payments shall be made in the shares designated by the Director. If no beneficiary has been named by a Director, payment shall be made to the Director’s estate.

The Board may at any time amend or terminate the Plan, subject to the requirements of Code section 409A regarding plan terminations; provided that no such amendment or termination shall alter or impair existing rights of a Director under the Plan.

(a)        Nothing in the Plan shall be construed as conferring upon any Director any right to continue as a member of the Board.

(b)        The crediting of units to the Stock Account under Section 4(b) hereof shall not be deemed to create for any Director any interest in any class of equity securities of the Company.

(c)        Nothing in the Plan shall be construed as giving any Director or any other person any equity or interest of any kind in the assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person. As to any claim for payments due under the provisions of the Plan, any Director and any other persons having a claim for payments shall be unsecured creditors of the Company.

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(d)        Nothing contained in the Plan shall be construed so as to prevent the Company from taking any corporate action which is deemed by the Company to be appropriate or in its best interest, subject to Sections 6(f) and 8(h).

(e)        The rights and benefits of a Director under the Plan are personal to the Director, and neither the Director nor any designated beneficiary shall have the power or right to transfer, assign, anticipate, mortgage, or otherwise encumber any payments to be made under the Plan, except as provided in Section 6 hereof. The benefits payable under the Plan shall not, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Director or any other person and shall not, to the maximum extent permitted by law, be transferable by operation of law in the event of the bankruptcy or insolvency of the Director or any other person. Notwithstanding the foregoing, any payments otherwise due the Director hereunder may instead be assigned or distributed to his or her spouse or former spouse pursuant to the terms of any domestic relations order within the meaning of Code section 414(p)(1)(B), which is issued with respect to the Director’s Interest Account and/or the Stock Account, and the Director shall cease to have any right, interest or entitlement to the portion of any payment or Interest Account and/or the Stock Account assigned or distributed to his or her spouse or former spouse in accordance with the terms of such order. The portion of the payment or Interest Account and/or the Stock Account assigned or distributable to the spouse or former spouse shall be paid in the form of a single lump distribution within 15 days following the Committee’s approval of the domestic relations order or at such later time as permitted under Code section 409A and the Treasury Regulations thereunder. A domestic relations order shall not qualify for approval under this provision, and no distribution shall be made with respect to such order, if the order requires that payment be made at a time or in a manner other than the time and manner specified herein. Distributions made pursuant to this provision are intended to comply with the requirements of Code section 409A and Treasury Regulations thereunder, and this provision shall be construed and administered accordingly.

(f)         The provisions of the Plan shall inure to the benefit of the Director’s designated beneficiaries, executors and administrators, and shall be binding upon the Company’s assigns and successors in interest.

(g)        The Plan shall be interpreted in accordance with, and all rights thereunder shall be governed by and construed in accordance with, the laws of the State of North Carolina.

(h)        This Plan is intended to comply with the requirements of Code section 409A and Treasury Regulations thereunder. Any provision of this document that is contrary to the requirements of Code section 409A and the Treasury Regulations thereunder shall be null, void and of no effect and the Committee shall interpret the document consistent with the requirements of Code section 409A, which shall govern the administration of the Plan in the event of a conflict between Plan terms and the requirements of Code section 409A and the Treasury Regulations.

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IN WITNESS WHEREOF , Wachovia Corporation has caused this instrument to be executed on its behalf by a duly authorized officer on this 19th day of December, 2008.

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Exhibit 10(g)

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment dated December 29, 2008 (the “Amendment”), to the Employment Agreement dated November 1, 2001 (the “Employment Agreement”) by and between Wachovia Corporation (the “Company”) and BENJAMIN P. JENKINS, III (the “Executive”), as subsequently amended.

WHEREAS, certain compensation, benefits and other amounts payable under the Employment Agreement are subject to Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the Company and the Executive wish to amend the Employment Agreement to comply with the requirements of the final regulations under Code Section 409A;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged hereto, the parties agree as follows:

1.        Section 3(a) of the Employment Agreement is amended to add the following new sentence to the end of that section:

Notwithstanding any provision of this Agreement to the contrary, if the Executive’s Disability leave is at least six months, the Participant shall for purposes of this Agreement be deemed to have had a termination of employment on the first day following such six-month period and that date shall be treated as the Disability Effective Date.

2.        Section 3(c) of the Employment Agreement is amended to add the following new sentences at the end of that section:

The Executive may terminate his employment for Good Reason, provided that the Termination Date occurs during the 2-year period immediately following the date that the events or actions giving rise to the Good Reason termination occur. In no event shall a termination of the Executive’s employment for Good Reason occur unless the Executive gives written notice to the Company in accordance with and within the time period specified in Section 3(d) below stating with specificity the events or actions that constitute Good Reason. The Executive shall provide the Company with an opportunity to cure (if curable) the events or actions constituting Good Reason within a reasonable period of time, but at least 30 days from the date the Company receives the Notice of Termination (as defined in Section 3(d) below).

3.        Section 4(a)(i) of the Employment Agreement is amended in its entirety to read as follows:

(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 Executive for the three calendar years prior to the Date of Termination 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, and (D) 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), and (D) shall be hereinafter referred to as the “Accrued Obligations”).

4.        Section 4(a)(ii) of the Employment Agreement is amended in its entirety to read as follows:

(ii)      for the thirty-six (36) month period beginning immediately after the Executive’s Date of Termination and ending on the third anniversary of that date (the “Compensation Continuance Period”), the Company shall make cash payments to the Executive equal in the aggregate to three times 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 Compensation Continuance Payments shall be made in substantially equal semi-monthly payments, and the Company 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 of a Change in Control that qualifies as either a “change in the ownership or effective control of a corporation” or a “change in the ownership of a substantial portion of the assets of a corporation” in accordance with Treasury Regulation 1.409A-3(i)(5) and which has occurred during the 2-year period immediately preceding the Date of Termination, the Company shall pay the Compensation Continuance Payments to the Executive in cash within 30 days after the Date of Termination.

5.        Section 4(a)(iii) of the Employment Agreement is amended by deleting the last sentence of that section and by adding the following new sentences in its place:

The amount of any life insurance benefits provided under the Wachovia Executive Life Insurance Plan (or any successor or replacement plan thereto) shall not affect the life insurance benefits that may be provided under that plan in any

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other taxable year, and the right to life insurance benefits under that plan may not be liquidated or exchanged for any other benefit. 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, provide other coverage at least as valuable as the continued coverage through insurance.

6.        Section 4(a)(iv) of the Employment Agreement is amended to delete the last sentence of that section and to substitute the following new sentence in its place:

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 or, if earlier, the tenth (10 ^th ) anniversary of the original date on which the stock option was granted. 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).

7.        Section 4(a)(v) of the Employment Agreement is amended to add the following new sentences at the end of that section:

The programs in which the Executive shall continue to participate during the Compensation Continuance Period shall be the Wachovia Executive Financial Planning Program and the Wachovia Executive Physical Program. Any expense reimbursements payable to the Executive under such plans and programs shall be paid no later than the end of the Executive’s taxable year that next follows the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement under such programs and the amount of any benefits provided under such programs shall not affect the expenses eligible for reimbursement or the benefits that may be provided under such programs in any other taxable year, and the right to expense reimbursement or benefits under such programs may not be liquidated or exchanged for any other benefit. Any tax reimbursements paid in connection with such programs shall be paid no later than the end of the Executive’s taxable year that next follows the taxable year in which the Executive pays such tax.

8.        Section 4(a)(vii) of the Employment Agreement is further amended to delete the phrase “outplacement services” and to substitute the phrase “reasonable outplacement services” in its place.

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9.        Section 4(e) of the Employment Agreement is amended in its entirety to read as follows:

(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, and (y) Other Benefits, in each case only to the extent owing and theretofore unpaid.

10.      Section 4(f) of the Employment Agreement is amended in its entirety to read as follows:

(f)        Delayed Payment Date .    Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time to be a “specified employee” (determined in accordance with Code Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, no payments or benefits to which the Executive otherwise becomes entitled under this Agreement and that are subject to Code Section 409A shall be made or provided to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of the Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2) deferral period referred to in the preceding sentence, all payments and benefits deferred pursuant to this Section 4(f) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Whether the Executive is a “specified employee” shall be determined in accordance with written guidelines adopted by the Company for such purposes and consistent with the Treasury Regulations under Code Section 409A.

11.      Section 6 of the Employment Agreement is amended by deleting the fifth sentence of that section and by adding the following new sentences in its place:

The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses (“Legal Costs”) which the Executive may reasonably incur during the Executive’s lifetime 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). Legal Costs will be paid within 30 days of when they are incurred and in no event later than the last day of the Executive’s taxable year next following the taxable year in which the Legal Costs were incurred. The

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Company will pay interest on the amount of any Legal Costs that are paid more than 30 days after the date on which such Legal Costs were incurred at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. The amount of Legal Costs reimbursable for any calendar year will not be affected by the amount reimbursed in any other taxable year, and the Executive’s right to payment of Legal Costs shall not be subject to liquidation or exchange for another benefit.

12.      Section 7(b)(iii) of the Employment Agreement is amended to add the following new sentence to the end of that section:

In no event shall the level of such consulting services exceed 20% of the average level of services performed by the Executive over the 36-month period immediately preceding the date on which the Executive’s employment terminated (or the full period of services that the Executive performed for the Company if the Executive provided services for fewer than 36 months).

13.      Section 8 of the Employment Agreement is amended by adding the following new subsection (f) to the end of that section:

(f)       Notwithstanding anything in this Agreement to the contrary:

           (i)        Any Gross-Up Payment made with respect to an Excise Tax (but excluding for this purpose any interest or penalties with respect to such tax), and including (but not limited to) any Gross-Up Payment with respect to an Excise Tax that the Company has paid on behalf of the Executive prior to directing the Executive to claim a refund and any Underpayment described in Section 8(b), shall be paid no later than the last day of the Executive’s taxable year next following the taxable year in which the Excise Tax in respect to which such Gross-Up Payment or Underpayment relates is remitted to the applicable taxing authority.

           (ii)       The reimbursement of any expenses incurred by the Executive in connection with a contest respecting the existence or amount of any Excise Tax to which the Executive may be entitled pursuant to this Section 8 shall be made no later than the end of the Executive’s taxable year next following the taxable year in which the taxes that are subject to the contest are remitted to the applicable taxing authority or, if no taxes are remitted, the end of the Executive’s taxable year next following the taxable year in which the contest is completed or there is a final and nonappealable settlement or other resolution of the contest.

           (iii)      Any other expense reimbursement to which the Executive may be entitled under this Section 8 for an expense incurred during the Executive’s lifetime that is not described above, including, but not limited to, any Gross-Up Payment with respect to the interest or penalty component of an Excise Tax, shall be made no later than the end of the Executive’s taxable year next following the taxable year in which the expense was incurred. The amount of any such

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expenses eligible for reimbursement paid during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year, and the right to any such expense reimbursement may not be liquidated or exchanged for any other benefit.

14.      Section 11(g) of the Employment Agreement is amended to add the following new sentence to the end of that section:

Notwithstanding the foregoing, no such modification shall be made to any plan, policy, practice, program, contract or agreement (the “Other Arrangements”) to the extent such modification would violate any requirement of Code Section 409A applicable to the Other Arrangements or to this Agreement.

15.      Section 11 of the Employment Agreement is further amended to add the following new subsections:

(k)       No Acceleration of Payments .    The Executive shall not be permitted, and the Company shall not have any discretion, to accelerate the timing or schedule of any payment or benefit under this Agreement that is subject to Code Section 409A, except as specifically provided herein or as may be permitted pursuant Code Section 409A and the Treasury Regulations thereunder.

(l)        Compliance with Code Section 409A .    The parties intend that all compensation and benefits paid or provided to the Executive by the Company that qualifies as a “deferral of compensation” within the meaning of Code Section 409A (“Nonqualified Deferred Compensation”), including but not limited to any payment made or any benefit provided under this Agreement, shall, to the extent subject to Code Section 409A, be paid or provided in compliance with Code Section 409A and the Treasury Regulations thereunder, and the parties shall interpret this Agreement in accordance with Code Section 409A and the Treasury Regulations thereunder. The parties agree to cooperate in good faith to comply with Code Section 409A and further agree to modify this Agreement to the extent necessary to comply with Code Section 409A.

(m)       Separate Payment .    Notwithstanding anything contained in this Agreement to the contrary, each and every payment made under this Agreement shall be treated as a separate payment and not as a series of payments.

(n)        Change in Control .    Notwithstanding anything contained in this Agreement to the contrary, any payment or benefit that (i) qualifies as Nonqualified Deferred Compensation and (ii) is paid or distributed due to a Change in Control, whether pursuant to this Agreement or otherwise, shall only be paid or distributed if such event that qualifies as a Change in Control under this Agreement also qualifies as either a “change in the ownership or effective control of a corporation” or a “change in the ownership of a substantial portion of the assets of a corporation” in accordance with Treasury Regulation 1.409A-3(i)(5).

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(o)       Expense Reimbursements .    Notwithstanding anything contained in this Agreement to the contrary, except to the extent any reimbursement, payment or entitlement under this Agreement or otherwise does not qualify as Nonqualified Deferred Compensation, (x) the amount of expenses eligible for reimbursement or the provision of any in-kind benefit (as defined in Code Section 409A) to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (z) the right to payment or reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit

(p)       Reimbursement of Expenses in Connection with a Separation from Service .  Notwithstanding anything contained in this Agreement to the contrary, any payment or benefit paid or provided under Section 4 above or otherwise paid or provided due to a “separation from service” (as such term is described and used in Code Section 409A and the Treasury Regulations promulgated thereunder) that is exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) shall be paid or provided to the Executive only to the extent the expenses are not incurred or the benefits are not provided beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the separation from service occurs; provided, however that the Company reimburses such expenses no later than the last day of the third taxable year following the taxable year of the Executive in which the separation from service occurs.

16.      This Amendment is effective as of December 31, 2008.

17.      This Amendment constitutes an amendment to the Employment Agreement pursuant to Section 11(a) of the Employment Agreement. All provisions of the Employment Agreement not affected by this Amendment shall remain in full force and effect and shall continue to be binding obligations of both parties hereto. Capitalized terms used in this Amendment but not defined herein shall have the meanings assigned thereto in the Employment Agreement.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer, and the Executive has signed this amendment as of the date set forth below.

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Exhibit 10(h)

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment dated December 29, 2008 (the “Amendment”), to the Employment Agreement dated November 1, 2001, and restated February 1, 2005 (the “Employment Agreement”) by and between Wachovia Corporation (the “Company”) and DAVID M. CARROLL (the “Executive”), as subsequently amended.

WHEREAS, certain compensation, benefits and other amounts payable under the Employment Agreement are subject to Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the Company and the Executive wish to amend the Employment Agreement to comply with the requirements of the final regulations under Code Section 409A;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged hereto, the parties agree as follows:

1.        Section 3(a) of the Employment Agreement is amended to add the following new sentence to the end of that section:

Notwithstanding any provision of this Agreement to the contrary, if the Executive’s Disability leave is at least six months, the Participant shall for purposes of this Agreement be deemed to have had a termination of employment on the first day following such six-month period and that date shall be treated as the Disability Effective Date.

2.        Section 3(c) of the Employment Agreement is amended to add the following new sentences at the end of that section:

The Executive may terminate his employment for Good Reason, provided that the Termination Date occurs during the 2-year period immediately following the date that the events or actions giving rise to the Good Reason termination occur. In no event shall a termination of the Executive’s employment for Good Reason occur unless the Executive gives written notice to the Company in accordance with and within the time period specified in Section 3(d) below stating with specificity the events or actions that constitute Good Reason. The Executive shall provide the Company with an opportunity to cure (if curable) the events or actions constituting Good Reason within a reasonable period of time, but at least 30 days from the date the Company receives the Notice of Termination (as defined in Section 3(d) below).

3.        Section 4(a)(i) of the Employment Agreement is amended in its entirety to read as follows:

(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 Executive for the three calendar years prior to the Date of Termination 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, and (D) 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), and (D) shall be hereinafter referred to as the “Accrued Obligations”).

4.        Section 4(a)(ii) of the Employment Agreement is amended in its entirety to read as follows:

(ii)      for the thirty-six (36) month period beginning immediately after the Executive’s Date of Termination and ending on the third anniversary of that date (the “Compensation Continuance Period”), the Company shall make cash payments to the Executive equal in the aggregate to three times 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 Compensation Continuance Payments shall be made in substantially equal semi-monthly payments, and the Company 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 of a Change in Control that qualifies as either a “change in the ownership or effective control of a corporation” or a “change in the ownership of a substantial portion of the assets of a corporation” in accordance with Treasury Regulation 1.409A-3(i)(5) and which has occurred during the 2-year period immediately preceding the Date of Termination, the Company shall pay the Compensation Continuance Payments to the Executive in cash within 30 days after the Date of Termination.

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5.        Section 4(a)(iii) of the Employment Agreement is amended by deleting the last sentence of that section and by adding the following new sentences in its place:

The amount of any life insurance benefits provided under the Wachovia Executive Life Insurance Plan (or any successor or replacement plan thereto) shall not affect the life insurance benefits that may be provided under that plan in any other taxable year, and the right to life insurance benefits under that plan may not be liquidated or exchanged for any other benefit. 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, provide other coverage at least as valuable as the continued coverage through insurance.

6.        Section 4(a)(iv) of the Employment Agreement is amended to delete the last sentence of that section and to substitute the following new sentence in its place:

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 or, if earlier, the tenth (10 ^th ) anniversary of the original date on which the stock option was granted. 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).

7.        Section 4(a)(v) of the Employment Agreement is amended to add the following new sentences at the end of that section:

The programs in which the Executive shall continue to participate during the Compensation Continuance Period shall be the Wachovia Executive Financial Planning Program and the Wachovia Executive Physical Program. Any expense reimbursements payable to the Executive under such plans and programs shall be paid no later than the end of the Executive’s taxable year that next follows the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement under such programs and the amount of any benefits provided under such programs shall not affect the expenses eligible for reimbursement or the benefits that may be provided under such programs in any other taxable year, and the right to expense reimbursement or benefits under such programs may not be liquidated or exchanged for any other benefit. Any tax reimbursements paid in connection with such

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programs shall be paid no later than the end of the Executive’s taxable year that next follows the taxable year in which the Executive pays such tax.

8.        Section 4(a)(vii) of the Employment Agreement is further amended to delete the phrase “outplacement services” and to substitute the phrase “reasonable outplacement services” in its place.

9.        Section 4(e) of the Employment Agreement is amended in its entirety to read as follows:

(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, and (y) Other Benefits, in each case only to the extent owing and theretofore unpaid.

10.      Section 4(f) of the Employment Agreement is amended in its entirety to read as follows:

(f)        Delayed Payment Date .    Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time to be a “specified employee” (determined in accordance with Code Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, no payments or benefits to which the Executive otherwise becomes entitled under this Agreement and that are subject to Code Section 409A shall be made or provided to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of the Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2) deferral period referred to in the preceding sentence, all payments and benefits deferred pursuant to this Section 4(f) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Whether the Executive is a “specified employee” shall be determined in accordance with written guidelines adopted by the Company for such purposes and consistent with the Treasury Regulations under Code Section 409A.

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11.      Section 6 of the Employment Agreement is amended by deleting the fifth sentence of that section and by adding the following new sentences in its place:

The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses (“Legal Costs”) which the Executive may reasonably incur during the Executive’s lifetime 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). Legal Costs will be paid within 30 days of when they are incurred and in no event later than the last day of the Executive’s taxable year next following the taxable year in which the Legal Costs were incurred. The Company will pay interest on the amount of any Legal Costs that are paid more than 30 days after the date on which such Legal Costs were incurred at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. The amount of Legal Costs reimbursable for any calendar year will not be affected by the amount reimbursed in any other taxable year, and the Executive’s right to payment of Legal Costs shall not be subject to liquidation or exchange for another benefit.

12.      Section 7(b)(iii) of the Employment Agreement is amended to add the following new sentence to the end of that section:

In no event shall the level of such consulting services exceed 20% of the average level of services performed by the Executive over the 36-month period immediately preceding the date on which the Executive’s employment terminated (or the full period of services that the Executive performed for the Company if the Executive provided services for fewer than 36 months).

13.      Section 8 of the Employment Agreement is amended by adding the following new subsection (f) to the end of that section:

(f)       Notwithstanding anything in this Agreement to the contrary:

   (i)        Any Gross-Up Payment made with respect to an Excise Tax (but excluding for this purpose any interest or penalties with respect to such tax), and including (but not limited to) any Gross-Up Payment with respect to an Excise Tax that the Company has paid on behalf of the Executive prior to directing the Executive to claim a refund and any Underpayment described in Section 8(b), shall be paid no later than the last day of the Executive’s taxable year next following the taxable year in which the Excise Tax in respect to which such Gross-Up Payment or Underpayment relates is remitted to the applicable taxing authority.

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   (ii)       The reimbursement of any expenses incurred by the Executive in connection with a contest respecting the existence or amount of any Excise Tax to which the Executive may be entitled pursuant to this Section 8 shall be made no later than the end of the Executive’s taxable year next following the taxable year in which the taxes that are subject to the contest are remitted to the applicable taxing authority or, if no taxes are remitted, the end of the Executive’s taxable year next following the taxable year in which the contest is completed or there is a final and nonappealable settlement or other resolution of the contest.

   (iii)      Any other expense reimbursement to which the Executive may be entitled under this Section 8 for an expense incurred during the Executive’s lifetime that is not described above, including, but not limited to, any Gross-Up Payment with respect to the interest or penalty component of an Excise Tax, shall be made no later than the end of the Executive’s taxable year next following the taxable year in which the expense was incurred. The amount of any such expenses eligible for reimbursement paid during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year, and the right to any such expense reimbursement may not be liquidated or exchanged for any other benefit.

14.      Section 11(g) of the Employment Agreement is amended to add the following new sentence to the end of that section:

Notwithstanding the foregoing, no such modification shall be made to any plan, policy, practice, program, contract or agreement (the “Other Arrangements”) to the extent such modification would violate any requirement of Code Section 409A applicable to the Other Arrangements or to this Agreement.

15.      Section 11 of the Employment Agreement is further amended to add the following new subsections:

(k)       No Acceleration of Payments .    The Executive shall not be permitted, and the Company shall not have any discretion, to accelerate the timing or schedule of any payment or benefit under this Agreement that is subject to Code Section 409A, except as specifically provided herein or as may be permitted pursuant Code Section 409A and the Treasury Regulations thereunder.

(l)        Compliance with Code Section 409A .    The parties intend that all compensation and benefits paid or provided to the Executive by the Company that qualifies as a “deferral of compensation” within the meaning of Code Section 409A (“Nonqualified Deferred Compensation”), including but not limited to any payment made or any benefit provided under this Agreement, shall, to the extent subject to Code Section 409A,

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be paid or provided in compliance with Code Section 409A and the Treasury Regulations thereunder, and the parties shall interpret this Agreement in accordance with Code Section 409A and the Treasury Regulations thereunder. The parties agree to cooperate in good faith to comply with Code Section 409A and further agree to modify this Agreement to the extent necessary to comply with Code Section 409A.

(m)      Separate Payment .    Notwithstanding anything contained in this Agreement to the contrary, each and every payment made under this Agreement shall be treated as a separate payment and not as a series of payments.

(n)       Change in Control .    Notwithstanding anything contained in this Agreement to the contrary, any payment or benefit that (i) qualifies as Nonqualified Deferred Compensation and (ii) is paid or distributed due to a Change in Control, whether pursuant to this Agreement or otherwise, shall only be paid or distributed if such event that qualifies as a Change in Control under this Agreement also qualifies as either a “change in the ownership or effective control of a corporation” or a “change in the ownership of a substantial portion of the assets of a corporation” in accordance with Treasury Regulation 1.409A-3(i)(5).

(o)       Expense Reimbursements .    Notwithstanding anything contained in this Agreement to the contrary, except to the extent any reimbursement, payment or entitlement under this Agreement or otherwise does not qualify as Nonqualified Deferred Compensation, (x) the amount of expenses eligible for reimbursement or the provision of any in-kind benefit (as defined in Code Section 409A) to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (z) the right to payment or reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit

(p)       Reimbursement of Expenses in Connection with a Separation from Service .  Notwithstanding anything contained in this Agreement to the contrary, any payment or benefit paid or provided under Section 4 above or otherwise paid or provided due to a “separation from service” (as such term is described and used in Code Section 409A and the Treasury Regulations promulgated thereunder) that is exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) shall be paid or provided to the Executive only to the extent the expenses are not incurred or the benefits are not provided beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the separation from service occurs; provided, however that the

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Company reimburses such expenses no later than the last day of the third taxable year following the taxable year of the Executive in which the separation from service occurs.

16.      This Amendment is effective as of December 31, 2008.

17.      This Amendment constitutes an amendment to the Employment Agreement pursuant to Section 11(a) of the Employment Agreement. All provisions of the Employment Agreement not affected by this Amendment shall remain in full force and effect and shall continue to be binding obligations of both parties hereto. Capitalized terms used in this Amendment but not defined herein shall have the meanings assigned thereto in the Employment Agreement.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer, and the Executive has signed this amendment as of the date set forth below.

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Exhibit 10(i)

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment dated December 29, 2008 (the “Amendment”), to the Employment Agreement dated November 1, 2001, as amended December 20, 2005 (the “Employment Agreement”) by and between Wachovia Corporation (the “Company”) and STEPHEN E. CUMMINGS (the “Executive”), as subsequently amended.

WHEREAS, certain compensation, benefits and other amounts payable under the Employment Agreement are subject to Section 409A (“Code Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the Company and the Executive wish to amend the Employment Agreement to comply with the requirements of the final regulations under Code Section 409A;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged hereto, the parties agree as follows:

1. Section 3(a) of the Employment Agreement is amended to add the following new sentence to the end of that section:

Notwithstanding any provision of this Agreement to the contrary, if the Executive’s Disability leave is at least six months, the Participant shall for purposes of this Agreement be deemed to have had a termination of employment on the first day following such six-month period and that date shall be treated as the Disability Effective Date.

2. Section 3(c) of the Employment Agreement is amended to add the following new sentences at the end of that section:

The Executive may terminate his employment for Good Reason, provided that the Termination Date occurs during the 2-year period immediately following the date that the events or actions giving rise to the Good Reason termination occur. In no event shall a termination of the Executive’s employment for Good Reason occur unless the Executive gives written notice to the Company in accordance with and within the time period specified in Section 3(d) below stating with specificity the events or actions that constitute Good Reason. The Executive shall provide the Company with an opportunity to cure (if curable) the events or actions constituting Good Reason within a reasonable period of time, but at least 30 days from the date the Company receives the Notice of Termination (as defined in Section 3(d) below).

3. Section 4(a)(i) of the Employment Agreement is amended in its entirety to read as follows:

(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 Executive for the three calendar years prior to the Date of Termination 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, and (D) 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), and (D) shall be hereinafter referred to as the “Accrued Obligations”).

4. Section 4(a)(ii) of the Employment Agreement is amended in its entirety to read as follows:

(ii) for the thirty-six (36) month period beginning immediately after the Executive’s Date of Termination and ending on the third anniversary of that date (the “Compensation Continuance Period”), the Company shall make cash payments to the Executive equal in the aggregate to three times 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 Compensation Continuance Payments shall be made in substantially equal semi-monthly payments, and the Company 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 of a Change in Control that qualifies as either a “change in the ownership or effective control of a corporation” or a “change in the ownership of a substantial portion of the assets of a corporation” in accordance with Treasury Regulation 1.409A-3(i)(5) and which has occurred during the 2-year period immediately preceding the Date of Termination, the Company shall pay the Compensation Continuance Payments to the Executive in cash within 30 days after the Date of Termination.

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5. Section 4(a)(iii) of the Employment Agreement is amended by deleting the last sentence of that section and by adding the following new sentences in its place:

The amount of any life insurance benefits provided under the Wachovia Executive Life Insurance Plan (or any successor or replacement plan thereto) shall not affect the life insurance benefits that may be provided under that plan in any other taxable year, and the right to life insurance benefits under that plan may not be liquidated or exchanged for any other benefit. 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, provide other coverage at least as valuable as the continued coverage through insurance.

6. Section 4(a)(iv) of the Employment Agreement is amended to delete the last sentence of that section and to substitute the following new sentence in its place:

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 or, if earlier, the tenth (10 ^th ) anniversary of the original date on which the stock option was granted. 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).

7. Section 4(a)(v) of the Employment Agreement is amended to add the following new sentences at the end of that section:

The programs in which the Executive shall continue to participate during the Compensation Continuance Period shall be the Wachovia Executive Financial Planning Program, the Wachovia Executive Physical Program and the Wachovia Estate Preservation Bonus Plan. Any expense reimbursements payable to the Executive under such plans and programs shall be paid no later than the end of the Executive’s taxable year that next follows the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement under such programs and the amount of any benefits provided under such programs shall not affect the expenses eligible for reimbursement or the benefits that may be provided under such programs in any other taxable year, and the right to expense reimbursement or benefits under such programs may not be liquidated or exchanged for any other benefit. Any tax reimbursements paid in

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connection with such programs shall be paid no later than the end of the Executive’s taxable year that next follows the taxable year in which the Executive pays such tax.

8. Section 4(a)(vii) of the Employment Agreement is further amended to delete the phrase “outplacement services” and to substitute the phrase “reasonable outplacement services” in its place.

9. Section 4(d) of the Employment Agreement is amended by deleting the third and fourth sentence.

10. Section 4(e) of the Employment Agreement is amended in its entirety to read as follows:

(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, and (y) Other Benefits, in each case only to the extent owing and theretofore unpaid.

11. Section 4(f) of the Employment Agreement is amended in its entirety to read as follows:

(f) Delayed Payment Date . Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed at the time to be a “specified employee” (determined in accordance with Code Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, no payments or benefits to which the Executive otherwise becomes entitled under this Agreement and that are subject to Code Section 409A shall be made or provided to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive’s “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of the Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2) deferral period referred to in the preceding sentence, all payments and benefits deferred pursuant to this Section 4(f) (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Whether the Executive is a “specified employee” shall be determined in accordance with written guidelines adopted by the Company for such purposes and consistent with the Treasury Regulations under Code Section 409A.

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12. Section 6 of the Employment Agreement is amended by deleting [the fifth sentence] of that section and by adding the following new sentences in its place:

The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses (“Legal Costs”) which the Executive may reasonably incur during the Executive’s lifetime 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). Legal Costs will be paid within 30 days of when they are incurred and in no event later than the last day of the Executive’s taxable year next following the taxable year in which the Legal Costs were incurred. The Company will pay interest on the amount of any Legal Costs that are paid more than 30 days after the date on which such Legal Costs were incurred at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. The amount of Legal Costs reimbursable for any calendar year will not be affected by the amount reimbursed in any other taxable year, and the Executive’s right to payment of Legal Costs shall not be subject to liquidation or exchange for another benefit.

13. Section 7(b)(iii) of the Employment Agreement is amended to add the following new sentence to the end of that section:

In no event shall the level of such consulting services exceed 20% of the average level of services performed by the Executive over the 36-month period immediately preceding the date on which the Executive’s employment terminated (or the full period of services that the Executive performed for the Company if the Executive provided services for fewer than 36 months).

14. Section 8 of the Employment Agreement is amended by adding the following new subsection (f) to the end of that section:

(f) Notwithstanding anything in this Agreement to the contrary:

(i) Any Gross-Up Payment made with respect to an Excise Tax (but excluding for this purpose any interest or penalties with respect to such tax), and including (but not limited to) any Gross-Up Payment with respect to an Excise Tax that the Company has paid on behalf of the Executive prior to directing the Executive to claim a refund and any Underpayment described in Section 8(b), shall be paid no later than the last day of the Executive’s taxable year next following the taxable year in which the Excise Tax in respect to which such Gross-Up Payment or Underpayment relates is remitted to the applicable taxing authority.

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(ii) The reimbursement of any expenses incurred by the Executive in connection with a contest respecting the existence or amount of any Excise Tax to which the Executive may be entitled pursuant to this Section 8 shall be made no later than the end of the Executive’s taxable year next following the taxable year in which the taxes that are subject to the contest are remitted to the applicable taxing authority or, if no taxes are remitted, the end of the Executive’s taxable year next following the taxable year in which the contest is completed or there is a final and nonappealable settlement or other resolution of the contest.

(iii) Any other expense reimbursement to which the Executive may be entitled under this Section 8 for an expense incurred during the Executive’s lifetime that is not described above, including, but not limited to, any Gross-Up Payment with respect to the interest or penalty component of an Excise Tax, shall be made no later than the end of the Executive’s taxable year next following the taxable year in which the expense was incurred. The amount of any such expenses eligible for reimbursement paid during the Executive’s taxable year shall not affect the expenses eligible for reimbursement in any other taxable year, and the right to any such expense reimbursement may not be liquidated or exchanged for any other benefit.

15. Section 11(g) of the Employment Agreement is amended to add the following new sentence to the end of that section:

Notwithstanding the foregoing, no such modification shall be made to any plan, policy, practice, program, contract or agreement (the “Other Arrangements”) to the extent such modification would violate any requirement of Code Section 409A applicable to the Other Arrangements or to this Agreement.

16. Section 11 of the Employment Agreement is further amended to add the following new subsections:

(k) No Acceleration of Payments . The Executive shall not be permitted, and the Company shall not have any discretion, to accelerate the timing or schedule of any payment or benefit under this Agreement that is subject to Code Section 409A, except as specifically provided herein or as may be permitted pursuant Code Section 409A and the Treasury Regulations thereunder.

(l) Compliance with Code Section 409A . The parties intend that all compensation and benefits paid or provided to the Executive by the Company that qualifies as a “deferral of compensation” within the

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meaning of Code Section 409A (“Nonqualified Deferred Compensation”), including but not limited to any payment made or any benefit provided under this Agreement, shall, to the extent subject to Code Section 409A, be paid or provided in compliance with Code Section 409A and the Treasury Regulations thereunder, and the parties shall interpret this Agreement in accordance with Code Section 409A and the Treasury Regulations thereunder. The parties agree to cooperate in good faith to comply with Code Section 409A and further agree to modify this Agreement to the extent necessary to comply with Code Section 409A.

(m) Separate Payment . Notwithstanding anything contained in this Agreement to the contrary, each and every payment made under this Agreement shall be treated as a separate payment and not as a series of payments.

(n) Change in Control . Notwithstanding anything contained in this Agreement to the contrary, any payment or benefit that (i) qualifies as Nonqualified Deferred Compensation and (ii) is paid or distributed due to a Change in Control, whether pursuant to this Agreement or otherwise, shall only be paid or distributed if such event that qualifies as a Change in Control under this Agreement also qualifies as either a “change in the ownership or effective control of a corporation” or a “change in the ownership of a substantial portion of the assets of a corporation” in accordance with Treasury Regulation 1.409A-3(i)(5).

(o) Expense Reimbursements . Notwithstanding anything contained in this Agreement to the contrary, except to the extent any reimbursement, payment or entitlement under this Agreement or otherwise does not qualify as Nonqualified Deferred Compensation, (x) the amount of expenses eligible for reimbursement or the provision of any in-kind benefit (as defined in Code Section 409A) to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to the Executive in any other calendar year, (y) the reimbursements for expenses for which the Executive is entitled shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (z) the right to payment or reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit

(p) Reimbursement of Expenses in Connection with a Separation from Service . Notwithstanding anything contained in this Agreement to the contrary, any payment or benefit paid or provided under Section 4 above or otherwise paid or provided due to a “separation from service” (as such term is described and used in Code Section 409A and the Treasury Regulations promulgated thereunder) that is exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) shall be paid or provided to the Executive only to the extent the expenses are not

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incurred or the benefits are not provided beyond the last day of the second taxable year of the Executive following the taxable year of the Executive in which the separation from service occurs; provided, however that the Company reimburses such expenses no later than the last day of the third taxable year following the taxable year of the Executive in which the separation from service occurs.

17. This Amendment is effective as of December 31, 2008.

18. This Amendment constitutes an amendment to the Employment Agreement pursuant to Section 11(a) of the Employment Agreement. All provisions of the Employment Agreement not affected by this Amendment shall remain in full force and effect and shall continue to be binding obligations of both parties hereto. Capitalized terms used in this Amendment but not defined herein shall have the meanings assigned thereto in the Employment Agreement.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer, and the Executive has signed this amendment as of the date set forth below.

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