Enhanced Retirement Benefit Plan (2002)Full Document 

Start of Preview
STATE OF ALABAMA           )

                             SOUTHTRUST CORPORATION

         SOUTHTRUST CORPORATION, a Delaware corporation with its principal place
of business in Birmingham, Alabama (hereinafter for convenience referred to as
"SouthTrust") hereby adopts and publishes this the SouthTrust Corporation
Enhanced Retirement Benefit Plan for the benefit of a select group of highly
compensated or management employees of SouthTrust and other Employing Companies
(hereinafter for convenience referred to as "Participants"), to be effective as
of the 18th day of October, 2000, as follows:

                              W I T N E S S E T H:

         WHEREAS, it is intended that this Plan will provide retirement benefits
to certain selected Participants in addition to any retirement benefits provided
under the Retirement Plan (as defined below), Additional Retirement Benefit
Plan (as defined below) and Performance Incentive Plan (as defined below); and

         WHEREAS, it is intended that the Plan shall remain unfunded for
purposes of Title I of ERISA and for income tax purposes; and

         WHEREAS, SouthTrust has established the Trust for the Benefit of
Participants in the SouthTrust Corporation Enhanced Retirement Benefit Plan
(hereinafter referred to as "Trust") for the purpose of providing, upon the
occurrence of certain events, the benefits prescribed under this Plan; and

         WHEREAS, Participants are currently highly compensated or management
employees of SouthTrust and other Employing Companies; and

         WHEREAS, SouthTrust has determined that the Participants have performed
outstanding services for SouthTrust, and as such, shall be entitled to enhanced
retirement benefits according to the terms and provisions set forth in this Plan
and the Internal Revenue Code of 1986 as amended.

covenants hereinafter set forth, faithfully to be kept by the parties hereto, it
is agreed as follows:

         1.       DEFINITIONS. In addition to the definitions listed below, all
definitions found in the Retirement Plan which are necessary for the logical
interpretation of the terms of this Plan are incorporated herein by reference as
if fully set forth herein.

                  1.1      "Additional Retirement Benefit Plan" means the
SouthTrust Corporation Amended and Restated Additional Retirement Benefit Plan,
as the same may be from time to time amended.

                  1.2      "Beneficiary" means the individual or entity entitled
to be paid the balance of a deceased Participant's benefits hereunder and shall
be the same beneficiary as elected by the Participant under the Retirement Plan
(as hereinafter defined).

                  1.3      "Board" means the Board of Directors of SouthTrust.

                  1.4      "Change in Control" means 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.

                  1.5      "Code" means the Internal Revenue Code of 1986, as

                  1.6      "Committee" means the Human Resources Committee of

End of Preview