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
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1.
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ELIGIBILITY AND APPLICATION
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(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.
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4.
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DEFERRED COMPENSATION ACCOUNTS
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(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 Sect
