SECOND AMENDED AND RESTATED
SYNOVUS FINANCIAL CORP.
DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 1, 2009
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A.
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Purpose of Plan
. The Employer has
adopted the Plan set forth herein to provide benefits in excess of
those that may be accrued under the Employer’s qualified
retirement plans as a result of the limitations of Code
Section 401(a)(17) and 415 as a means by which certain
designated employees may elect to defer designated portions of
their Compensation, or in the discretion of the Employer, receive
additional amounts of deferred compensation in the form of
Discretionary Credits.
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B.
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Status of Plan
. To the extent the Plan
provides benefits in excess of the limitations of Code
Section 415, the Plan is intended to be an “excess
benefit plan” within the meaning of Sections 3(36) and
4(6) of ERISA, and to the extent the Plan provides other benefits,
the Plan is intended to be “a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees” within the meaning of
Sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of
ERISA, and shall be interpreted and administered to the extent
possible in a manner consistent with that intent. This Plan is
intended to constitute a nonqualified deferred compensation plan
and to meet the requirements of Code Section 409A.
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II.
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DEFINITIONS
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Wherever used herein, the following
terms have the meanings set forth below, unless a different meaning
is clearly required by the context:
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A.
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“Account” means, for
each Participant, the bookkeeping account established for his or
her benefit under the Plan.
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B.
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“Code” means the
Internal Revenue Code of 1986, as amended from time to time.
Reference to any section or subsection of the Code includes
reference to any comparable or succeeding provisions of any
legislation that amends, supplements or replaces such section or
subsection.
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C.
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“Compensation” means,
with respect to a Participant, his or her base salary, including
any bonuses, overtime, commissions and incentives. Compensation
shall not include any amounts previously deferred under this Plan
or any other nonqualified deferred compensation plan.
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D.
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“Discretionary Credit”
means an amount credited to a Participant’s Account by the
Employer in accordance with Section IV.B.
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E.
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“Effective Date” means
January 1, 2002.
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F.
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“Elective Deferral”
means the portion of Compensation which is deferred by a
Participant under Section IV.A.
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G.
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“Eligible Employee”
means each individual selected by the Plan Administrator for
eligibility from among the group of highly compensated or
managerial employees of the Employer.
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H.
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“Employer” means Synovus
Financial Corp. and any of its affiliates.
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I.
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“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from
time to time. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of
any legislation that amends, supplements or replaces such section
or subsection.
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J.
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“Participant” means any
individual who participates in the Plan in accordance with
Article III.
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K.
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“Plan” means the Second
Amended and Restated Synovus Financial Corp. Deferred Compensation
Plan and as set forth herein and all subsequent amendments
hereto.
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L.
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“Plan Administrator”
means the Employer, or the person, persons or entity otherwise
designated by the Employer to administer the Plan.
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M.
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“Plan Year” means the
calendar year, except that the initial plan year may be a period of
less than 12 months’ duration beginning on the Effective
Date.
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N.
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“Valuation Date” means
each business day in the Plan year and any such other date
designated by the Plan Administrator.
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O.
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“Vested” means the
nonforfeitable right to a portion of the Participant’s
Account attributable to Discretionary Credits, if any, determined
in accordance with the vesting schedule set forth in
Section V.D.
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A.
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Commencement of
Participation . Any individual who is an Eligible
Employee on or after the Effective Date and who has elected to
defer part of his or her Compensation in accordance with
Section IV.A or who has been selected to receive Discretionary
Credits under Section IV.B shall become a Participant on the
date such Elective Deferral election or Discretionary Credit is
made, as the case may be.
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B.
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Continued Participation
. Subject to
Section III.C, an individual who has become a Participant in
the Plan shall continue to be a Participant so long as any amount
remains credited to his or her Account.
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C.
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Termination of
Participation . The Plan Administrator may
terminate an employee’s participation in the Plan
prospectively for any reason, effective as of
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the
first day of the Plan Year following such termination of
participation, including but not limited to the Plan
Administrator’s determination that such termination is
necessary in order to maintain the Plan as a “plan which is
unfunded and is maintained by an employer primarily for the purpose
of providing deferred compensation for a select group of management
or highly compensated employees” within the meaning of
Sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of
ERISA. Amounts credited to a Participant’s Account
(regardless of the extent otherwise Vested) shall be paid out to
such Participant in accordance with the Participant’s
election under Article VI.
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IV.
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DEFERRALS AND CREDITS
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1.
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In general. An individual who is an Eligible
Employee may elect to defer a designated portion of Compensation to
be earned during a Plan Year, by filing an irrevocable written
election with the Plan Administrator prior to the first day of the
Plan Year in which such Compensation is to be earned. An individual
who first becomes an Eligible Employee on or after the first day of
any Plan Year may elect to defer a designated portion of his or her
Compensation by filing an irrevocable written election with the
Plan Administrator on or before the date that is 30 days after
the date on which the employee first becomes an Eligible Employee.
The deferral election shall apply only to Compensation earned after
the date on which the Eligible Employee files his or her deferral
election form.
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2.
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Nature of Election.
Each election under this
Section IV for a Plan Year (or the balance of a Plan Year) shall be
made on a form approved or prescribed by the Plan Administrator and
shall apply only to Compensation earned for the calendar year after
the date the election form is completed and filed with the Plan
Administrator. The election form shall apply to bonuses and shall
specify the whole percentage or flat dollar amount that is to be
deferred. A Participant may revoke his or her deferral election as
of the first day of any Plan Year which follows such revocation by
giving written notice to the Plan Administrator before that day (or
any such earlier date as the Plan Administrator may prescribe). Any
deferral election made under this Section IV.A shall continue
to be effective until revoked or changed pursuant to this
paragraph.
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B.
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Excess Benefit Credits
. The Employer shall
credit the Account of each Participant with the excess of any
employer contributions that would have been allocated to the
Participant’s account under the Synovus Money Purchase
Pension Plan (the “Money Purchase Plan”), the Synovus
Profit Sharing Plan (the “Profit Sharing Plan”) or the
Synovus 401(k) Savings Plan (the “401(k) Plan”) but for
the limitation of Code Sections 401(a)(17) and 415 over the
amount actually credited to such account; such credits to be made
as of the date or dates that the amounts would have been allocated
to the Participant’s account under the Money Purchase Plan,
the Profit Sharing Plan or the 401(k) Plan.
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A.
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Accounts . The Plan Administrator shall
establish an Account for each Participant reflecting Elective
Deferrals or Discretionary Credits made for the Participant’s
benefit together with any adjustments hereunder. Subject to
Sections V.E and IX.A, the Employer shall deposit the amount
of deferrals and credits for a period as soon as practicable after
the date as of which such amounts are credited to the Accounts. As
of each Valuation Date, the Plan Administrator shall provide the
Participant with a statement of his or her Account reflecting the
income, gains and losses (realized and unrealized), amounts of
deferrals and credits, and distributions of such Account since the
prior Valuation Date.
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B.
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Investments . Each Participant’s Account
shall be deemed invested in shares of any open-end registered
investment company for which Fidelity Investments or one of its
subsidiaries or affiliates (collectively “Fidelity”)
serves as investment advisor or for which Fidelity is the principal
underwriter, or any other investment option selected by the Plan
Administrator. If any Participant or beneficiary makes an
investment selection, the Employer (or in the event of the
establishment of a trust hereunder, the trustee of such trust as
directed by the Employer) may follow such investment selection but
shall not be legally bound to do so.
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C.
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Payments . Each Participant’s Account
shall be reduced by the amount of any payment made to or on behalf
of the Participant under Article VI as of the date such
payment is made.
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D.
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Vesting . A Participant will at all times be
100% Vested in the portion of his or her Account attributable to
Elective Deferrals. A Participant will be vested in the portion of
his or her Account attributable to Excess Benefit Credits from the
Profit Sharing Plan or the Money Purchase Pension Plan according to
the following schedule, based on his or her years of service with
the Employer. A Participant’s years of service for this
purpose will be determined by the Administrator pursuant to uniform
rules based on the time elapsed since the Participant’s
commencement of employment with the Employer or its
affiliates.
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Years of Service
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% Vested
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less than 1
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0
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2
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25
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3
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50
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4
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75
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5 or more
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100
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E.
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Forfeiture of non-Vested
Amounts . To
the extent that any amounts credited to a Participant’s
Account are not Vested at the time the Account becomes
distributable under the Plan, such non-Vested amounts shall be
forfeited and may be used by the Employer as future Discretionary
Credits for other Participants.
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F.
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Plan Mergers . From time to time, other
non-qualified deferred compensation plans may be merged into the
Plan. All Accounts resulting from such merged plans will be 100%
vested as of the date of merger. A list of merged plans, together
with any special terms and conditions adopted in connection with
the merger, is attached to the Plan as Exhibit
“A.”
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A.
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Unforeseeable Financial
Emergency . A
Participant who believes he or she is suffering an
“Unforeseeable Financial Emergency” may apply to the
Plan Administrator for a distribution under the Plan in order to
alleviate such emergency. An “Unforeseeable Financial
Emergency” shall mean a severe financial hardship resulting
from an illness or accident of the Participant or a dependent (as
defined in Section 152 of the Code without regard to
Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the
Participant’s property due to casualty (including the need to
rebuild a home not otherwise covered by i
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