STATE OF ALABAMA JEFFERSON COUNTY SOUTHTRUST CORPORATION

 

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                                                               EXHIBIT NO. 10(q)

 

 

STATE OF ALABAMA  )

 

JEFFERSON COUNTY  )

 

 

                             SOUTHTRUST CORPORATION

                                JULIAN W. BANTON

              NONQUALIFIED DEFERRED COMPENSATION PLAN AND AGREEMENT

 

 

                  THIS PLAN AND AGREEMENT, by and between SOUTHTRUST

CORPORATION, a Delaware corporation ("SouthTrust") and JULIAN W. BANTON

("Banton"), as follows:

 

                                   WITNESSETH:

 

                  WHEREAS, Banton has served SouthTrust and its banking

subsidiary, SouthTrust Bank (the "Bank"), in an executive capacity for a number

of years; and

 

                  WHEREAS, Banton has provided significant, outstanding and

superlative service to SouthTrust and the Bank during his term of employment and

is currently serving as President of SouthTrust and as a member of the Board;

and

 

                  WHEREAS, pursuant to the Retirement Agreement entered into on

October 15, 2003, by and between Banton, SouthTrust and the Bank (the

"Retirement Agreement"), Banton agreed to retire from active employment and in

exchange, SouthTrust agreed to accept Banton's retirement, and agreed to provide

certain deferred compensation benefits to Banton as more particularly described

in this Plan; and

 

                  WHEREAS, it is intended that the Plan shall remain unfunded

for ERISA and tax purposes; and

 

                  WHEREAS, SouthTrust has established a trust for the SouthTrust

Corporation Julian W. Banton Deferred Compensation Plan and Agreement

(hereinafter referred to as the "Trust") for the purpose of providing upon the

occurrence of certain events, the benefits described under this Plan.

 

                  NOW, THEREFORE, IN CONSIDERATION OF THE ABOVE PREMISES, and

the mutual covenants hereinafter set forth, faithfully to be kept by the parties

hereto, SouthTrust hereby establishes and adopts the SouthTrust Corporation

Julian W. Banton Nonqualified Deferred Compensation Plan and Agreement, as an

unfunded arrangement to provide cash benefits to Banton pursuant to this Plan.

 

                                    ARTICLE 1

 

                                     PURPOSE

 

                  The purpose of the Plan is to provide financial security to

Banton upon his retirement from SouthTrust and the Bank.

 

 

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                                    ARTICLE 2

 

                                   DEFINITIONS

 

                  2.1      "Actuarial Equivalent" shall have the meaning

assigned to it in the SouthTrust Corporation Pension Plan.

 

                  2.2      "Administrator" shall mean the Human Resource

Committee of the Board.

 

                  2.3      "Board" shall mean the Board of Directors of

SouthTrust.

 

                  2.4      "Change in Control" shall mean any one or more of the

following: (i) when any person or group of persons, directly or indirectly,

becomes the beneficial owner of, or obtain(s) the right to acquire securities of

SouthTrust representing 20% or more of the combined voting power of SouthTrust's

outstanding voting stock; (ii) when there is a change in the majority of the

members of the Board within any twenty-four month period; (iii) when there is

consummated any merger or consolidation which would result in a change in

control under any other provision of this paragraph; (iv) upon the adoption of

any plan or proposal for the liquidation or dissolution of SouthTrust; or (v)

upon the occurrence of any other event that would be required to be reported

under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act

of 1934.

 

                  2.5      "Code" shall mean the Internal Revenue Code of 1986,

as amended.

 

                  2.6      "Effective Date" shall mean the 31st day of December,

2003.

 

                  2.7      "ERISA" shall mean the Employee Retirement Income

Security Act of 1974, as amended.

 

                  2.8      "Nonqualified Retirement Plans" shall mean the

following: (a) the SouthTrust Corporation Retirement Plan, as amended; (b) the

SouthTrust Corporation Additional Retirement Benefit Plan, as amended; (c) the

SouthTrust Corporation Performance Incentive Retirement Benefit Plan, as

amended; (d) the SouthTrust Corporation Enhanced Retirement Benefit Plan, as

amended; and (e) the SouthTrust Corporation Executive Management Plan, as

amended.

 

                  2.9      "Plan" shall mean the SouthTrust Corporation Julian

W. Banton Nonqualified Deferred Compensation Plan and Agreement established by

this document and as may be amended from time to time.

 

                                    ARTICLE 3

 

                                   ELIGIBILITY

 

                  Banton, a highly compensated and select management level

employee, shall be the only individual eligible to participate in the Plan.

 

 

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                                    ARTICLE 4

 

                             ESTABLISHMENT OF TRUST

 

                  The Plan is intended to be an unfunded arrangement for ERISA

and tax purposes. SouthTrust is not required to fund this Plan. However, it may

do so by setting aside such cash and or other property necessary to pay the

benefits set forth hereunder, provided, however, the rights of Banton shall be

those of an unsecured creditor. Any and all funds which may be set aside by

SouthTrust to satisfy any and the obligations created by this Plan shall be paid

by SouthTrust to the Trustee under the Trust which is, at the Effective Date of

this Plan, SunTrust Bank, a Georgia corporation ("Trustee").

 

                                    ARTICLE 5

 

                                    BENEFITS

 

                  5.1      Retirement Benefit.

 

                           (a)      Pursuant to the terms and conditions set

forth in the Retirement Agreement, Banton is entitled to receive an amount equal

to the difference between the Actuarial Equivalent of the retirement benefits

that Banton has accrued under the Nonqualified Retirement Plans as of December

31, 2003, and the Actuarial Equivalent of the retirement benefits that Banton

would have accrued under such plans had Banton remained in continued employment

with SouthTrust until age sixty-five (65) at his rate of compensation as of

October 15, 2003 (the "Retirement Benefit"); provided, however, that the

calculation of the Retirement Benefit shall only take into account increases in

the retirement benefits due Banton under the Nonqualified Retirement Plans had

Banton rem