SOUTHTRUST CORP
SOUTHTRUST CORPORATION PERFORMANCE INCENTIVE PLAN
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<TYPE>EX-10.(D)
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<FILENAME>g74454ex10-d.txt
<DESCRIPTION>SOUTHTRUST CORPORATION PERFORMANCE INCENTIVE PLAN
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                                                                   EXHIBIT 10(d)

STATE OF ALABAMA

JEFFERSON COUNTY

                                   ADDENDUM TO
                             SOUTHTRUST CORPORATION
                  PERFORMANCE INCENTIVE RETIREMENT BENEFIT PLAN

         SOUTHTRUST CORPORATION, a Corporation organized and existing under the
laws of the State of Delaware, (hereinafter called the "Employer"), hereby
publishes on this the 20th day of April, 1994 this Addendum to the
SouthTrust Corporation Performance Incentive Retirement Benefit Plan, as
follows:

                              W I T N E S S E T H:

         WHEREAS, Employer, effective on December 31, 1993, established a
Performance Incentive Retirement Benefit Plan and Trust; and

         WHEREAS, the Internal Revenue Service has recently taken the position
in a private letter ruling that all employers which participate in nonqualified
deferred compensation plans are grantors under the plan and accompanying trust;
and

         WHEREAS, it is the desire of SouthTrust Corporation that the Plan and
Trust conform to the Internal Revenue Service position.

         NOW, THEREFORE, in consideration of the premises hereinabove set forth,
Employer hereby clarifies the Plan, by addendum, as follows:

         FIRST: Section 10.3 of said Plan shall be amended to read as follows:

         10.3 Unsecured Promise. SouthTrust, each Employing Company and each
Participant acknowledges that this Agreement shall create only an unsecured
promise by SouthTrust and each Employing Company to Participants to pay the
benefits provided herein. Until the occurrence of a distribution event, at which
point Participant shall be entitled to receive all amounts as provided
hereunder, all such amounts shall remain solely the property of SouthTrust and
each Employing Company (with respect to the assets contributed on behalf of its
employees) subject only to the claims of the general creditors of the Employer
and each Employing Company.

         SECOND: This Addendum shall be effective as of the date first entered
above.

         THIRD: In all other respects, said Plan is hereby ratified, confirmed
and approved.


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         The Employer has caused this Addendum to be executed by its duly
authorized officer and duly attested, and its corporate seal to be hereunto
affixed on the day and year first above written.

                                         SOUTHTRUST CORPORATION



                                         By /s/ Wallace D. Malone
                                            ------------------------------------
                                            Wallace D. Malone,
                                            Chairman and Chief Executive Officer

ATTEST:                                                     (EMPLOYER)

/s/ Aubrey D. Barnard
-------------------------------
Aubrey D. Barnard,
Secretary

(CORPORATE SEAL)


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STATE OF ALABAMA  )

JEFFERSON COUNTY  )

                             SOUTHTRUST CORPORATION
                  PERFORMANCE INCENTIVE RETIREMENT BENEFIT PLAN

         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 SouthTrust Corporation
Performance Incentive 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 31st day of December, 1993, as follows:

                              W I T N E S S E T H:

         WHEREAS, SouthTrust has established the SouthTrust Corporation
Performance Incentive Retirement Benefit Plan effective the 31st day of
December, 1993; and

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

         WHEREAS, Participants shall be 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
additional retirement benefits according to the terms and provisions set forth
in this Plan and the Internal Revenue Code of 1986, as amended.

         NOW, THEREFORE, IN CONSIDERATION OF THE ABOVE PREMISES, and the mutual
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      "Beneficiary" means the individual or entity entitled
to be paid the balance of a deceased Participant's benefits hereunder.

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

                  1.3      "Code" means the Internal Revenue Code of 1986, as
amended.

                  1.4      "Committee" means the Human Resources Committee of
SouthTrust.


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                  1.5      "Effective Date" of the Plan means the 31st day of
December, 1993.

                  1.6      "Employing Company" means any subsidiary or other
organization which is a member of an Affiliated Group, as that term is defined
in Section 1504 of the Code, with SouthTrust.

                  1.7      "Final Average Incentive Pay" means the average
monthly amount determined by dividing the total Incentive Pay of a Participant
for the five consecutive Plan Years in which his Incentive Pay was highest
during the last 180 calendar months of his Credited Service prior to his
retirement (or, in the case of a Participant who is receiving disability
benefits pursuant to Article V of the Retirement Plan, prior to the date he
became Totally and Permanently Disabled (as those terms are defined in the
Retirement Plan), or other date as of which a calculation in respect thereof is
to be made, by sixty (60). In the event that the Participant shall have had
Incentive Pay for less than five consecutive Plan Years, his total Incentive Pay
for such lesser number of consecutive Plan Years shall be divided by the product
of 12 and the number of such consecutive Plan Years during such total period.

                  1.8      "Incentive Pay" means the award amounts determined
and paid in accordance with the SouthTrust Corporation Senior Officer
Performance Incentive Plan ("Incentive Plan"), as the same may be amended from
time to time.

                  1.9      "Participant" means a highly compensated or
management employee of SouthTrust who has been notified by the Committee that he
is covered under this Plan.

                  1.10     "Plan" means the SouthTrust Corporation Performance
Incentive Retirement Benefit Plan established by this document and as may be
amended from time to time and executed by SouthTrust, and any related documents
executed by the Participant.

                  1.11     "Plan Year" means the calendar year.

                  1.12     "Retirement Plan" means the SouthTrust Corporation
Revised Retirement Income Plan, as the same may be amended from time to time.

                  1.13     "SouthTrust" means SouthTrust Corporation, a
corporation, organized and existing under the laws of the State of Delaware,
with its principal place of business in Birmingham, Alabama, and any corporate
successor thereto, whether by merger, consolidation, liquidation into a parent
corporation, or otherwise.

                  1.14     "Trust" shall mean the Trust for the Benefit of
Participants in the SouthTrust Corporation Performance Incentive Retirement
Benefit Plan created simultaneously herewith for the benefit of Participants
pursuant to the terms of this Plan.

                  1.15     "Year of Credited Service" shall mean each Plan Year
during which an Employee has completed not less than one thousand (1,000) Hours
of Service with the Employer or with any member of the Controlled Group or
Affiliated Service Group, provided, however, that service before the
Participant's employment commencement date with SouthTrust shall not be credited
unless otherwise credited under the Retirement Plan.


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         2.       PURPOSE. The Plan is intended to be unfunded for purposes of
Title I of ERISA and for tax purposes and is also intended to provide retirement
benefits on income earned by Participants who participate in the Incentive Plan.

         3.       ELIGIBILITY. Persons selected by the Committee shall be
eligible to participate.

         4.       PARTICIPATION. The Committee will select those employees, if
any, who will participate in the Plan. The Committee will notify each
Participant in writing of his participation in the Plan and the date he will
commence participation.

         5.       ESTABLISHMENT OF TRUST. SouthTrust will establish
contemporaneously herewith a Trust by entering into a trust agreement with Trust
Company Bank as Trustee. SouthTrust will make contributions to the Trust as
calculated by the actuary in order to fund the benefits provided under this
Plan.

         6.       BENEFITS.

                  6.1      The retirement benefit to be provided for each
Participant shall be an annuity providing for monthly payments, commencing on
the first day of the calendar month next following such Participant's Normal
Retirement Date, as defined in the Retirement Plan, (or later actual retirement)
and terminating on the first day of the calendar month in which such Participant
dies, in an amount equal to 1.55% of Final Average Incentive Pay multiplied by
Years of Credited Service.

                  6.2      Benefits at early retirement, death and disability
will be paid as provided under the Retirement Plan, calculated on the basis of
the retirement benefit provided in Section 6.1, adjusted as required by the
Retirement Plan.

                  6.3      Benefits under this Plan shall not be reduced by any
deferrals of income by the Employee under any other non-qualified deferred
compensation plan maintained by the Employer.

         7.       VESTING A Participant's Accrued Benefit shall be vested in
accordance with ARTICLE VI of the Retirement Plan, except that: (a) ten (10)
Years of Credited Service shall replace five (5) Years of Service wherever it
appears in Subparagraph (1)(a) of ARTICLE VI and (b) service before the
Participant's employment commencement date with SouthTrust shall not be
credited.

         8.       PAYMENT OF BENEFITS.

Payment of the benefits provided for in Section 6 hereinabove shall be made in
the same manner, at the same time, upon occurrence of the same events, and
subject to the same conditions as provided under the Retirement Plan.

         9.       ADMINISTRATION.

                  9.1      Administrator. This Plan shall be administered by the
Committee.

                  9.2      Administrator's Powers and Duties. The Administrator
shall have the power and duty to:


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                           (a)      construe and interpret the provisions of the
Plan;

                           (b)      adopt, amend, or revoke rules and
regulations for the administration of the Plan, provided they are not
inconsistent with the provisions of the Plan;

                           (c)      provide appropriate parties with such
returns, reports, descriptions and statements as may be required by law, within
the times prescribed by law and to make them available for examination by
Participants and their Beneficiaries when required by law;

                           (d)      take such other action as may reasonably be
required to administer the Plan in accordance with its terms or as may be
provided for or required by law;

                           (e)      withhold applicable taxes and file with the
Internal Revenue Service appropriate information returns, with respect to
distributions made from the Plan; and

                           (f)      appoint and retain such persons as may be
necessary to carry out the functions of the Administrator.

                           (g)      Upon the occurrence of a Change In Control,
the Committee shall delegate and the Trustee shall accept any and all
administrative duties created by this Agreement.

         10.      MISCELLANEOUS.

                  10.1     Amendment or Termination of Plan. This Plan may not
be modified or amended in whole or in part, except as amendments may be required
as a result of applicable amendments made to the Retirement Plan. This Plan may
not be terminated except to the extent that the Retirement Plan is terminated.
In addition, no amendment or modification to the Plan shall reduce or impair the
Participant's or Beneficiary's accrued benefits or optional forms of benefits
which are attributable to services performed prior to the amendment. In the
event the Plan is terminated prior to a Participant's Normal Retirement Age, as
defined in the Retirement Plan, the benefit payable to or with respect to the
Participant hereunder shall be limited to the actuarial equivalent of the
Participant's benefit hereunder, determined as of the date of payment of such
benefit is made.

                  10.2     Reversion of Additional Assets. In the event there
are assets remaining in the Trust after all obligations to all Participants and
Beneficiaries have been satisfied and after this Plan has been terminated, such
assets shall revert to SouthTrust.

                  10.3     Unsecured Promise. SouthTrust, each Participant and
each Employing Company acknowledge that this Agreement shall create only an
unsecured promise by SouthTrust to Participants to pay the benefits provided
herein. Until the occurrence of a distribution event, at which point Participant
shall be entitled to receive all amounts as provided hereunder, all such amounts
shall remain solely the property of SouthTrust, subject only to the claims of
its general creditors.


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                  10.4     Assignment of Rights to Benefits. A Participant's
rights to benefit payments under the Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge encumbrance,
attachment or garnishment by the Participant, by creditors of the Participant or
the Participant's beneficiary.

                  10.5     Unfunded Plan. It is the intention of SouthTrust,
each Participating Employer and each Participant that the Plan be unfunded for
tax purposes and for purposes of Title I of ERISA.

                  10.6     Right to Employment. This Agreement shall not be
construed as giving the Participant any right to continued employment with
SouthTrust.

                  10.7     Adoption By Employing Companies. Any Employing
Company other than SouthTrust may adopt the Plan by executing and delivering to
SouthTrust a written instrument provided for such Adoption.

                  10.8     Binding Nature of the Plan. The Plan shall be binding
upon and inure to the benefit of SouthTrust, its successors and assigns, the
Participant and Beneficiaries and their heirs and legal representatives.

                  10.9     Written Notice. Any notice or other communication
required or permitted under the Plan shall be in writing. If directed to
SouthTrust, the notice or communication shall be sent to the Committee and the
Trustee. If directed to the Participant, it shall be sent to such Participant at
the last known address as it appears on SouthTrust's records or at the work
site, at SouthTrust's option. If directed to a Beneficiary or Eligible Spouse,
it shall be sent to such Beneficiary or Eligible Spouse at the last known
address as it appears on SouthTrust's records.

                  10.10    Entire Agreement. This Plan, as completed and
executed by SouthTrust, the designation of Beneficiary forms executed by
Participants and all amendments thereto, will constitute the entire agreement
between SouthTrust and Participant regarding the Plan.

                  10.11    Controlling Law. This Plan shall be construed in
accordance with the laws of the State of Alabama.

                  10.12    Captions. The captions or headings in this Agreement
are made for convenience and general reference only and shall not be construed
to describe, define or limit the scope or intent of the provisions of this
Agreement.


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         IN WITNESS WHEREOF, SouthTrust by and through its duly authorized
officers have caused this instrument to be executed under seal on the 20th day
of October, 1993.

                                          SOUTHTRUST CORPORATION


                                          /s/ Wallace D. Malone
                                          --------------------------------------
                                          Wallace D. Malone
                                          Chairman of the Board and
                                          Chief Executive Officer

Attest:


/s/ Aubrey D. Barnard
-------------------------------                    (SouthTrust)
Aubrey D. Barnard
Secretary

[CORPORATE SEAL]


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