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Savings Restoration Plan

This is an actual contract by Wachovia.

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Sectors: Banking
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: December 19, 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

1.1 Establishment . Wachovia Corporation established, effective as of January 1, 2002 an unfunded deferred compensation plan for a select group of management and highly compensated Employees and their Beneficiaries as described herein, known as the " WACHOVIA CORPORATION SAVINGS RESTORATION PLAN" (the " Plan" ). 1.2 Purpose . The purpose of the Plan is to provide a means whereby certain selected Employees may defer the receipt of compensation and the receipt of a Company Matching Contribution that would otherwise be limited due to statutory or governmental regulation in the Savings Plan, and to motivate such Employees to continue to make contributions to the profitable growth of the Company. The Plan shall function solely as a so-called " top hat" plan of deferred compensation subject to the provisions of the Employee Retirement Income Security Act of 1974 (as amended from time to time) applicable to such a plan. 1.3 Application of Plan . The terms of this Plan, as amended and restated, are applicable only to Eligible Employees who are in the employ of an Employer on or after January 1, 2002, 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.

1.4 Plan Frozen . Notwithstanding any other provision of the Plan to the contrary, (i) no Employee may first become a Participant in the Plan after December 31, 2007, (ii) no Participant may elect to defer Compensation to the Plan and no deferred amounts will be credited to a Participant' s Deferral Account under Section 4.1(a) of the Plan for Plan Years beginning on or after January 1, 2008, and (iii) , the Company will not credit a Participant' s Deferral Account with contributions (including Company Matching Contributions) for Plan Years beginning on or after January 1, 2008; provided that, each Participant' s Deferral Sub-Accounts will continue to be credited or debited to reflect any gains or losses as if the Deferral Sub-Accounts had been invested in the Investment Indexes pursuant to the allocation elections made by the Participant, as provided in Section 5.

Section 2. Definitions 2.1 Definitions . Whenever used hereinafter, the following terms shall have the meaning set forth below: a." Affiliated Company" 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.

b." Applicable Limitations" means the statutory and regulatory provisions that reduce benefits and/or contributions under the Savings Plan, including, but not limited to Code sections 401(a)(17), 402(g) and 415.

c." Beneficiary" means the person or persons designated as such in accordance with Section 7. d." Board" means the board of directors of the Company.

e." Code" means the Internal Revenue Code of 1986, as amended, and any successor statute thereof, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed also to refer to any successor sections.

f." Committee" shall have the meaning set forth in Section 8.1.

g." Company" means Wachovia.

h." Company Matching Contribution" means the amount which an Employer would be obligated to contribute to the Savings Plan but for the Applicable Limitations, subject to all vesting requirements of the Savings Plan.

i." Compensation" means, for any date within a Plan Year, the Participant' s Salary as it may be adjusted from time to time during the Plan Year.

j." Death Valuation Date" means the Valuation Date coincident with or next following a Participant' s date of death. k." Deferral Account" means the hypothetical account maintained by the Company for recordkeeping purposes with respect to a Participant' s deferrals pursuant to Section 5.1. Within each Deferral Account, separate sub-accounts (" Deferral Sub-Accounts" ), shall be maintained to the extent necessary for the administration of the Plan for each different Plan Year deferral election, form of distribution election, or allocation elections among Investment Indexes.


2 l." Disability" means any injury, illness or sickness incurred by a Participant which qualifies him or her for disability benefits under the Company' s Long Term Disability Plan, as in effect from time to time (the " LTD Plan" ).

m." Election Form" means the election form which an Eligible Employee files with the Company to participate in the Plan each Plan Year. n." Eligible Employee" means an Employee who is eligible to participate as provided in Section 3.1. o." Employee" means any person employed by an Employer who, under an Employer' s employment classification practices, is considered a regular salaried employee.

p." Employer" means Wachovia and any Affiliated Company.

q." Investment Indexes" mean one or more mutual funds, investment return benchmarks, interest rate indexes or common trust funds designated as available under the Plan by the Committee from time to time.

r." 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.

s." Participant" means an Eligible Employee who has filed a completed and executed Election Form with the Committee and is participating in the Plan in accordance with the provisions of Section 4.

t." Pension Plan" means the Wachovia Corporation Pension Plan and Trust (plan number 001), as amended from time to time. u." Plan" means the Wachovia Corporation Savings Restoration Plan, as amended from time to time. v." Plan Year" means the Plan' s accounting year of twelve months commencing on January 1 of each year and ending on the following December 31.

w." Retirement" means the Participant' s Termination of Employment at a time when the Participant is at least age fifty (50), has completed at least three (3) continuous years of service as an Employee, and has a combined age and length of continuous service as an Employee of at least sixty (60) years. x." Retirement Benefit" means benefits payable to a Participant when such Participant has satisfied all of the eligibility requirements for Retirement.


3 y." Retirement Valuation Date" means the Valuation Date coincident with or next following the date a Participant ceases to be an Employee on account of Retirement.

z." Salary" means a Participant' s fixed, basic, straight time, and regularly recurring wages and salary, any payment for overtime hours, vacation pay, compensation paid in lieu of vacation, and holiday pay, but excluding (even if includible in gross income) all (i) bonus, long-term incentive awards, and other forms of incentive compensation, (ii) reimbursements or other expense allowances, (iii) moving expenses, (iv) welfare or fringe benefits (cash or non-cash), (v) deferred compensation, (vi) severance pay, and (vii) any other form of special compensation as designated by the Committee.

aa." Savings Plan" means the Wachovia Corporation Savings Plan (plan number 002), as may be amended from time to time. bb." Scheduled Distribution" means a distribution of all or a portion of a Participant' s Deferral Account as elected by the Participant pursuant to Section 6.6.

cc." Survivor Benefit" means those Plan benefits that become payable upon the death of a Participant pursuant to the provisions of Section 6.4.

dd." Termination Benefit" means benefits payable to a Participant when such Participant has ceased to be an Employee pursuant to the provisions of Section 6.3.

ee." Termination of Employment" means the Participant' s termination of Employee status for any reason, including (without limitation) by reason of a voluntary termination or resignation, Retirement or death, and shall be determined in accordance with the applicable standards established pursuant to Code section 409A.

ff." Termination Valuation Date" means the later of the Valuation Date coincident with or next following the date a Participant has a Termination of Employment.

gg." Valuation Date" means any day the United States financial markets are open for which a Participant' s Deferral Account is required to be valued for any purpose under the Plan.

hh." Wachovia" means Wachovia Corporation or any successor that shall maintain this Plan.

Section 3. Eligibility for Participation

3.1

Eligibility . Subject to the provisions of Section 1.4, the Committee (or its delegatee) shall determine which Employees shall be eligible to participate in the Plan for a given Plan Year; provided, however, any such Employee must be a member of a select group of management or highly compensated employees. The Committee' s determination of


4

eligibility for any given Plan Year does not guarantee eligibility in subsequent Plan Years. In the event any Employee is no longer designated as an active Participant eligible to make further deferrals under the Plan, such Employee shall become an inactive Participant as of January 1 of the following year and will retain all other rights described under this Plan, until the Employee again becomes an active Participant.

Section 4. Election to Participate

4.1 Election to Participate . Subject to the provisions of Section 1.4, an Eligible Employee may enroll in the Plan effective as of the first day of a Plan Year, by filing a completed and fully executed Election Form with the Committee during enrollment periods established by the Committee, but in no event later than the last day of the immediately preceding Plan Year. On such Election Form for each Plan Year, the Eligible Employee shall (i) irrevocably elect the amount of Compensation for such Plan Year to be deferred, and (ii) irrevocably elect the time and form of distribution in which the Deferral Sub-Account for such Plan Year shall be paid in accordance with Section 6.1. The Election Form filed by each Eligible Employee shall automatically remain in effect for subsequent Plan Years (provided the Participant is deemed an Eligible Employee in such subsequent Plan Years) unless the Participant files a new Election Form prior to the start of any subsequent Plan Year in which he or she indicates new elections to be in effect for that Plan Year. a. Deferral Election. A Participant may elect to defer Compensation on a pre-tax basis only, in accordance with the Employee contribution provisions of the Savings Plan for the applicable Plan Year. Deferrals under the Plan will be credited in accordance with the applicable deferral election to the extent that the Participant' s deferral elections exceed the Applicable Limitations under the Savings Plan. Any amounts that cannot be credited to the Participant' s account under the Savings Plan because of the Applicable Limitations shall be credited to the Participant' s Deferral Account maintained pursuant to Section 5.

b. Matching Credits. Each Participant' s Deferral Account who has made a deferral election under Section 4.1(a) will be credited with a Company Matching Contribution for each pay period to the extent any amounts cannot be credited to the Participant' s account under the Savings Plan because of the Applicable Limitations. c. Notwithstanding any provision in the Plan to the contrary, effective as of January 1, 2005, the Committee (or its delegee) may reduce or otherwise limit a Participant' s deferral election so that amounts credited to the Participant' s Deferral Account and corresponding Matching Contributions do not exceed allowable limits under Code section 409A. Any such reductions or limitations shall be determined by the Committee (or its delegee) in its sole discretion, and shall be communicated to Participants who may be affected. The reductions or limitations shall be determined prior to the beginning of the Plan Year to which they are applicable, except that for the 2005 Plan Year, such reductions or limitations shall be determined and applied prior to December 31, 2005.


5 d. Notwithstanding anything to the contrary herein, Participants may not make any voluntary deferrals of Compensation under the Plan after December 31, 2007.

Section 5. Deferral Accounts 5.1 Deferral Accounts . The Committee shall establish and maintain a separate Deferral Account for each Participant. The amount by which a Participant' s Compensation is reduced pursuant to Section 4.1 shall be credited by the Company to the Participant' s Deferral Account as of the date the amount of the compensation that is deferred otherwise would have been payable. The value of each Participant' s Deferral Account shall be adjusted each day the financial markets in the United States are open as follows:

a. Pursuant to the procedures established by the Committee, a Participant shall elect to have his Deferral Sub-Account for a given Plan Year allocated among Deferral Sub-Accounts to reflect the Participant' s selection of the Investment Indexes available under the Plan at that time, in 5 percent increments, up to 100 percent of the amount credited to such Deferral Sub-Account. b. Such Deferral Sub-Account shall be credited or debited to reflect gains or losses (including dividends and capital gains and losses) as if the Deferral Sub-Account had been invested in an equivalent number of shares or units of the funds or investments referenced by the Investment Indexes available under the Plan from time to time, pursuant to the allocation elections made by the Participant from time to time.

c. Pursuant to the procedures established by the Committee, a Participant may change the election with respect to the allocation of the Participant' s Deferral Sub-Accounts among the Investment Indexes available under the Plan from time to time. Unless the Participant indicates otherwise, any such reallocation election shall apply to all such Participant' s Deferral Sub-Accounts. 5.2 Charge Against Accounts . There shall be charged against each Participant' s Deferral Account any payments made to the Participant or Beneficiary in accordance with Section 6. In addition, the Committee may allocate a portion of any administrative expenses of the Plan to each Participant' s Deferral Account. 5.3 Statement of Accounts . The Committee shall submit to each participant, within a reasonable period of time after the close of each calendar quarter of a Plan Year, a statement of the balance in each such Participant' s Deferral Account as of the last Valuation Date of such quarter, in such form as the Committee deems appropriate. 5.4 Acquired Deferral Accounts . In addition to the foregoing, the Chief Executive Officer of the Company may authorize the transfer to a Participant' s Deferral Account of such Participant' s deferred balances held under a deferral plan maintained by any orga
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