-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
I+kYRAHccgwh9JfEAFvYfJQnz5U4U029rxN73HKUp5SuOtYh1MmuFxPfE4pb79LF
9V1p48lKjICLOWzc5AMBDg==
<SEC-DOCUMENT>0000916641-99-000245.txt : 19990329
<SEC-HEADER>0000916641-99-000245.hdr.sgml : 19990329
ACCESSION NUMBER: 0000916641-99-000245
CONFORMED SUBMISSION TYPE: 10-K405
PUBLIC DOCUMENT COUNT: 32
CONFORMED PERIOD OF REPORT: 19981231
FILED AS OF DATE: 19990326
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SUNTRUST BANKS INC
CENTRAL INDEX KEY: 0000750556
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 581575035
STATE OF INCORPORATION: GA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K405
SEC ACT:
SEC FILE NUMBER: 001-08918
FILM NUMBER: 99574687
BUSINESS ADDRESS:
STREET 1: 303 PEACHTREE ST N E
CITY: ATLANTA
STATE: GA
ZIP: 30308
BUSINESS PHONE: 4045887711
MAIL ADDRESS:
STREET 1: 303 PEACHTREE ST N E
CITY: ATLANTA
STATE: GA
ZIP: 30308
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<DESCRIPTION>SUNTRUST BANKS, INC. 10-K
<TEXT>
1998 Form 1O-K
Securities and Exchange Commission
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the Fiscal Year Ended December 31, 1998
Commission file number 1-8918
SunTrust Banks, Inc.
Incorporated in the State of Georgia
I.R.S. Employer Identification Number 58-1575035
Address: 303 Peachtree Street, N.E., Atlanta, GA 30308
Telephone: (404) 588-7711
Securities Registered Pursuant to Section 12(b) of the Act: Common Stock-$1.00
par value, which is registered on the New York Stock Exchange.
As of January 31, 1999, SunTrust had 321,308,911 shares of common stock
outstanding. The aggregate market value of SunTrust common stock held by
non-affiliates on January 31, 1999 was approximately $20.4 billion.
SunTrust (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
Documents Incorporated By Reference
Part III information is incorporated herein by reference, pursuant to
Instruction G of Form 10-K, from SunTrust's Proxy Statement for its 1999 Annual
Shareholders' Meeting, which will be filed with the Commission by April 30,
1999. Certain Part I and Part II information required by Form 10-K is
incorporated by reference from the SunTrust Annual Report to Shareholders as
indicated below. Except for parts of the SunTrust Annual Report to Shareholders
expressly incorporated herein by reference, this Annual Report is not to be
deemed filed with the Securities and Exchange Commission.
Part I Page
Item 1 Business 2-4, 12-42
Item 2 Properties 42
Item 3 Legal Proceedings 42
Item 4 Submission of Matters to a
Vote of Security Holders 42
Part II
Item 5 Market for the Registrant's
Common Equity and Related
Stockholder Matters Inside front cover,
12, 31, inside back cover
Item 6 Selected Financial Data 12
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 2-4, 12-42
Item 7a Quantitative and Qualitative Disclosures
about Market Risk 28-30
Item 8 Financial Statements and Supplementary
Data 31-36, 43-73
Part III
Item 9 Not Applicable
Item 10 Directors and Executive
Officers of the Registrant Proxy Statement
Item 11 Executive Compensation Proxy Statement
Item 12 Security Ownership of Certain
Beneficial Owners and Management Proxy Statement
Item 13 Certain Relationships and
Related Transactions Proxy Statement
Part IV
Item 14 Exhibits, Financial Statement
Schedules and Reports on Form 8-K 75
Certain statistical data required by the Securities and Exchange Commission are
included on pages 12-36.
74/SunTrust Banks, Inc.
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
3. Exhibit Index
<TABLE>
<CAPTION>
Sequential
Exhibit Description Page Number
<S> <C>
3.1 Amended and Restated Articles of Incorporation
of SunTrust Banks, Inc. ("SunTrust") effective
as of November 14, 1989, and amendment effective
as of April 24, 1998 (filed herewith). __
3.2 Bylaws of SunTrust, amended effective as of
February 9, 1999 (filed herewith). __
4.1 Indenture Agreement between SunTrust and Morgan
Guaranty Trust Company of New York, as Trustee,
incorporated by reference to Exhibit 4(a) to
Registration Statement No. 33-00084. *
4.2 Indenture between SunTrust and PNC, N.A., as
Trustee, incorporated by reference to Exhibit
4(a) to Registration Statement No. 33-62162. *
4.3 Indenture between SunTrust and The First
National Bank of Chicago, as Trustee,
incorporated by reference to Exhibit 4(b) to
Registration Statement No. 33-62162. *
4.4 Form of Indenture to be used in connection with
the issuance of Subordinated Debt Securities,
incorporated by reference to Exhibit 4.4 to
Registration Statement No. 333-25381. *
4.5 Form of Supplemental Indenture to be used in
connection with the issuance of Subordinated
Debt Securities, incorporated by reference to
Exhibit 4.5 to Registration Statement No. 333-25381. *
4.6 Form of Subordinated Debt Security, incorporated
by reference to Exhibit 4.7 to Registration
Statement No. 333-25381. *
4.7 Form of Preferred Securities Guarantee,
incorporated by reference to Exhibit 4.8 to
Registration Statement No. 333-25381. *
4.8 Form of Common Securities Guarantee,
incorporated by reference to Exhibit 4.7 to
Registration Statement No. 333-25381. *
4.9 Form of Indenture to be used in connection with
the issuance of Subordinated Debt Securities,
incorporated by reference to Exhibit 4.4 to
Registration Statement No. 333-46123. *
4.10 Form of Floating Rate Subordinated Debt
Security, incorporated by reference to Exhibit
4.6.1 to Registration Statement No. 333-46123. *
4.11 Form of Fixed Rate Subordinated Debt Security,
incorporated by reference to Exhibit 4.6.2 to
Registration Statement No. 333-46123. *
4.12 Form of Common Securities Guarantee,
incorporated by reference to Exhibit 4.7 to
Registration Statement No. 333-46123. *
4.13 Form of Preferred Securities Guarantee,
incorporated by reference to Exhibit 4.8 to
Registration Statement No. 333-46123. *
4.14 Form of Supplemental Indenture to be used in
connection with the issuance by SunTrust of
Floating Rate Subordinated Debt Securities,
incorporated by reference to Exhibit 4.9.1 to
Registration Statement No. 333-46123. *
4.15 Form of Supplemental Indenture to be used in
connection with the issuance by SunTrust of
Fixed Rate Subordinated Debt Securities,
incorporated by reference to Exhibit 4.9.2 to
Registration Statement No. 333-46123. *
Material Contracts and Executive Compensation Plans and Arrangements
10.1 Amended and Restated Agreement and Plan of
Merger among SunTrust Banks, Inc., Crestar
Financial Corporation and SMR Corporation (Va.),
dated as of July 20, 1998, incorporated by
reference to Annex A to Registration Statement
No. 333-61539. *
10.2 Certificate of Trust of SunTrust Capital I,
incorporated by reference to Exhibit 4.1 to
Registration Statement No. 333-25381. *
10.3 Declaration of Trust of SunTrust Capital I,
incorporated by reference to Exhibit 4.2 to
Registration Statement No. 333-25381. *
10.4 Form of Amended and Restated Declaration of
Trust to be used in connection with the issuance
of Preferred Securities, incorporated by
reference to Exhibit 4.3 to Registration
Statement No. 333-25381. *
10.5 Certificate of Trust of SunTrust Capital III,
incorporated by reference to Exhibit 4.1 to
Registration Statement No. 333-46123. *
10.6 Declaration of Trust of SunTrust Capital III,
incorporated by reference to Exhibit 4.2 to
Registration Statement No. 333-46123. *
10.7 Form of Amended and Restated Declaration of
Trust to be used in connection with the issuance
of Floating Rate Preferred Securities,
incorporated by reference to Exhibit 4.3.1 to
Registration Statement No. 333-46123. *
10.8 Form of Amended and Restated Declaration of
Trust to be used in connection with the issuance
of Fixed Rate Preferred Securities, incorporated
by reference to Exhibit 4.3.2 to Registration
Statement No. 333-46123. *
10.9 SunTrust Banks, Inc. Supplemental Executive
Retirement Plan effective as of August 13, 1996,
and amendment effective as of November 10, 1998
(filed herewith). ___
10.10 SunTrust Banks, Inc. ERISA Excess Retirement
Plan, effective as of August 13, 1996, and
amendment effective as of November 10, 1998
(filed herewith). ___
10.11 SunTrust Banks, Inc. Performance Unit Plan,
amended and restated as of August 11, 1998
(filed herewith). ___
10.12 SunTrust Banks, Inc. Management Incentive Plan,
dated January 4, 1995, incorporated by reference
to Exhibit 10.4 to Registrant's 1994 Annual
Report on Form 10-K. *
10.13 SunTrust Banks, Inc. Management Incentive Plan
Deferred Compensation Fund, effective January 1,
1986, as amended effective November 12, 1996 and
August 11, 1998 (filed herewith). ___
10.14 SunTrust Banks, Inc. Performance Unit Plan
Deferred Compensation Fund, amended and restated
as of February 19, 1996, incorporated by
reference to Exhibit 5 to Registrant's 1996
Annual Report on Form 10-K. *
10.15 Amendments to the SunTrust Banks, Inc.
Performance Unit Plan Deferred Compensation
Fund, effective as of November 12, 1996 and
August 11, 1998 (filed herewith). ___
10.16 SunTrust Banks, Inc. Executive Stock Plan (filed
herewith). ___
10.17 Amendment to SunTrust Banks, Inc. Executive
Stock Plan, effective February 10, 1998,
incorporated by reference to Exhibit 10.8 to
Registrant's 1997 Annual Report on Form 10-K. *
10.18 SunTrust Banks, Inc. Performance Stock
Agreement, effective February 11, 1992, and
First Amendment to Performance Stock Agreement
effective February 10, 1998, incorporated by
reference to Exhibit 10.9 to Registrant's 1997
Annual Report on Form 10-K. *
10.19 SunTrust Banks, Inc. 1995 Executive Stock Plan,
incorporated by reference to Exhibit 10.7 to
Registrant's 1994 Annual Report on Form 10-K. *
10.20 Amendment to the SunTrust Banks, Inc. 1995
Executive Stock Plan, effective as of August 11,
1998 (filed herewith). ___
10.21 SunTrust Banks, Inc. Directors Deferred
Compensation Plan effective as of January 1,
1994 (filed herewith). ___
10.22 Management Incentive Compensation Plan of
Crestar Financial Corporation, amended and
restated effective January 1, 1998 (filed
herewith). ___
10.23 Crestar Financial Corporation Executive Life
Insurance Plan, as amended and restated
effective January 1, 1991, and amendments
effective December 18, 1992, March 30, 1998 and
December 30, 1998 (filed herewith). ___
10.24 1981 Stock Option Plan of Crestar Financial
Corporation and Affiliated Corporations, as
amended through January 24, 1997 (filed
herewith). ___
10.25 Severance Agreement between Crestar Financial
Corporation and Richard G. Tilghman, effective
as of December 19, 1997 (filed herewith). ___
10.26 Employment Agreement between SunTrust and
Richard G. Tilghman, effective as of December
31, 1998 (filed herewith). ___
10.27 Crestar Financial Corporation Executive
Severance Plan, as amended and restated
effective February 23, 1996, incorporated by
reference to Exhibit 10(l) to Crestar Financial
Corporation's 1995 Annual Report on Form 10-K. *
10.28 Amendment to Crestar Financial Corporation
Executive Severance Plan, effective as of
December 31, 1998 (filed herewith). ___
10.29 Crestar Financial Corporation Excess Benefit Plan,
amended and restated effective December 26, 1990 and
amendments thereto (effective December 18, 1992,
March 30, 1998 and December 30, 1998) (filed
herewith). ___
10.30 United Virginia Bankshares Incorporated Deferred
Compensation Program under Incentive
Compensation Plan of United Virginia Bankshares
Incorporated and Affiliated Corporations, amended and
restated through December 7, 1983 (filed
herewith). ___
10.31 Amendment (effective January 1, 1987) to United
Virginia Bankshares Incorporated Deferred
Compensation Program Under Incentive
Compensation Plan of United Virginia Bankshares
Incorporated and Affiliated Corporations,
Incorporated by reference to Exhibit 10(p) to
Crestar Financial Corporation's 1995 Annual
Report on Form 10-K. *
10.32 Amendments (effective January 1, 1987 and
January 1, 1988) to United Virginia Bankshares
Incorporated Deferred Compensation Program Under
Incentive Compensation Plan of United Virginia
Bankshares Incorporated and Affiliated
Corporations, incorporated by reference to
Exhibit 10(q) to Crestar Financial Corporation's
1995 Annual Report on Form 10-K. *
10.33 Amendment (effective January 1, 1994) to Crestar
Financial Corporation Deferred Compensation
Program Under Incentive Compensation Plan of
Crestar Financial Corporation and Affiliated
Corporations, incorporated by reference to
Exhibit 10(r) to Crestar Financial Corporation's
1995 Annual Report on Form 10-K. *
10.34 Amendment (effective September 21, 1995) to
Crestar Financial Corporation Deferred
Compensation Program Under Incentive
Compensation Plan of Crestar Financial
Corporation and Affiliated Corporations (filed
herewith). ___
10.35 Crestar Financial Corporation Deferred
Compensation Plan for Outside Directors of
Crestar Financial Corporation and Crestar Bank,
amended and restated through December 13, 1998 and
amendments thereto (effective January 1,
1985, April 24, 1991, December 31, 1993 and
October 23, 1998) (filed herewith). ___
10.36 Crestar Financial Corporation Additional Nonqualified
Executive Plan, amended and restated effective December
26, 1990 and amendments thereto (effective December 18,
1992, March 30, 1998, and December 30, 1998) (filed
herewith). ___
10.37 Crestar Financial Corporation 1993 Stock
Incentive Plan, as amended and restated
effective February 28, 1997, incorporated by
reference to Exhibit 10(af) to Crestar Financial
Corporation's 1997 Annual Report on Form 10-K. *
10.38 Amendments (effective December 19, 1997) to
Crestar Financial Corporation 1993 Stock
Incentive Plan (filed herewith). ___
10.39 Crestar Financial Corporation Supplemental
Executive Retirement Plan, effective January 1,
1995, incorporated by reference to Exhibit
10(al) to Crestar Financial Corporation's 1995
Annual Report on Form 10-K. *
10.40 Amendments (effective December 20, 1996) to the
Crestar Financial Corporation Supplemental
Executive Retirement Plan, incorporated by
reference to Exhibit 10(aj) to Crestar Financial
Corporation's 1997 Annual Report on Form 10-K. *
10.41 Amendments (effective December 17, 1997) to
Crestar Financial Corporation Supplemental
Executive Retirement Plan, incorporated by
reference to Exhibit 10(al) to Crestar Financial
Corporation's 1997 Annual Report on Form 10-K. *
10.42 Amendments (effective December 19, 1997 and December
29, 1998) to the Crestar Financial Corporation
Supplemental Executive Retirement Plan (filed
herewith). ___
10.43 Crestar Financial Corporation Directors' Stock
Compensation Plan (filed herewith). ___
10.44 Crestar Financial Corporation Directors' Equity
Program, effective January 1, 1996, incorporated
by reference to Exhibit 10(ao) to Crestar
Financial Corporation's 1996 Annual Report on
Form 10-K. *
10.45 Amendment (effective December 20, 1996) to
Crestar Financial Corporation Directors' Equity
Program, incorporated by reference to Exhibit
10(ap) to Crestar Financial Corporation's 1996
Annual Report on Form 10-K. *
10.46 Amendment (effective September 26, 1997) to
Crestar Financial Corporation Directors' Equity
Program, incorporated by reference to Exhibit
10(ao) to Crestar Financial Corporation's 1997
Annual Report on Form 10-K. *
10.47 Amendments (effective October 23, 1998) to
Crestar Financial Corporation Directors' Equity
Program (filed herewith). ___
11.1 Statement re computation of per share earnings
(filed herewith). ___
12.1 Ratio of Earnings to Fixed Charges (filed
herewith). ___
13.1 SunTrust's 1998 Annual Report to Shareholders
(filed herewith). ___
21.1 SunTrust Subsidiaries (filed herewith). ___
22.1 SunTrust's Proxy Statement relating to the 1999 Annual
Meeting of Shareholders, dated March 8,
1999, filed on March 17, 1999. *
23.1 Consent of Independent Public Accountants (filed
herewith). ___
</TABLE>
Certain instruments defining rights of holders of long-term debt of
SunTrust and its subsidiaries are not filed herewith pursuant to Item
601(b)(4)(iii) of Regulation S-K. At the Commission's request, SunTrust agrees
to give the Commission a copy of any instrument with respect to long-term debt
of SunTrust and its consolidated subsidiaries and any of its unconsolidated
subsidiaries for which financial statements are required to be filed under which
the total amount of debt securities authorized does not exceed ten percent of
the total assets of SunTrust and its subsidiaries on a consolidated basis.
* Incorporated by reference.
___ Not meaningful.
Certain statistical data required by the Securities and Exchange Commission are
included on pages AR 13 thru AR 36.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf on February 9, 1999 by the undersigned, thereunto duly authorized.
SunTrust Banks, Inc.
(Registrant)
By: /s/ L. Phillip Humann
---------------------------------------------
L. Phillip Humann
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on February 9, 1999 by the following persons on behalf of
the Registrant and in the capacities indicated.
By: /s/ L. Phillip Humann
---------------------------------------------
L. Phillip Humann
Chairman of the Board, President
and Chief Executive Officer
By: /s/ John W. Spiegel
--------------------------------------------
John W. Spiegel
Executive Vice President and
Chief Financial Officer
By: /s/ William P. O'Halloran
---------------------------------------------
William P. O'Halloran
Senior Vice President and
Controller (Chief Accounting
Officer)
<PAGE>
/s/ J. Hyatt Brown Director
- ------------------------------------
J. Hyatt Brown
/s/ Alston D. Correll Director
- ------------------------------------
Alston D. Correll
/s/ A. W. Dahlberg Director
- ------------------------------------
A. W. Dahlberg
/s/ David H. Hughes Director
- ------------------------------------
David H. Hughes
/s/ M. Douglas Ivester Director
- ------------------------------------
M. Douglas Ivester
Director
- ------------------------------------
Summerfield K. Johnston, Jr.
/s/ Joseph L. Lanier, Jr. Director
- ------------------------------------
Joseph L. Lanier, Jr.
Director
- ------------------------------------
Frank E. McCarthy
/s/ G. Gilmer Minor, III Director
- ------------------------------------
G. Gilmer Minor, III
/s/ Larry L. Prince Director
- ------------------------------------
Larry L. Prince
/s/ Scott L. Probasco, Jr. Director
- ------------------------------------
Scott L. Probasco, Jr.
/s/ R. Randall Rollins Director
- ------------------------------------
R. Randall Rollins
/s/ Frank S. Royal, M.D. Director
- ------------------------------------
Frank S. Royal, M.D.
/s/ Richard G. Tilghman Director
- ------------------------------------
Richard G. Tilghman
/s/ James B. Williams Director
- ------------------------------------
James B. Williams
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<DESCRIPTION>EXHIBIT 3.1
<TEXT>
EXHIBIT 3.1
ARTICLES OF AMENDMENT
OF
SUNTRUST BANKS, INC.
1.
The name of the Corporation is SunTrust Banks, Inc. (the
"Corporation").
2.
On February 10, 1998 the Board of Directors of the Corporation approved
an amendment to Article 5(a) of the Restated Articles of Incorporation of the
Corporation as follows:
"5(a). The aggregate number of common shares (referred to in
these Articles of Incorporation as "Common Stock")
which the Corporation shall have the authority to
issue is 500,000,000 shares with a par value of $1.00
per share. Each holder of Common Stock shall be
entitled to one vote for each share of such stock
held."
3.
The amendment was duly approved by the shareholders of the Corporation
on April 21, 1998 in accordance with the provisions of O.C.G.A. ss.14-2-1003.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed by its duly authorized officer and its corporate seal
to be affixed hereto, as of the 21st day of April, 1998.
SUNTRUST BANKS, INC.
By: /s/ Raymond D. Fortin
-------------------------
Raymond D. Fortin
Title: Senior Vice President
[SEAL]
<PAGE>
ARTICLES OF RESTATEMENT OF THE
ARTICLES OF INCORPORATION OF
SUNTRUST BANKS, INC.
Pursuant to the Georgia Business Corporation Code, SunTrust Banks,
Inc., a Georgia corporation (the "Corporation"), submits these Articles of
Restatement and Restated Articles of Incorporation and shows as follows:
1.
The Corporation hereby certifies that, by resolution adopted on
November 14, 1989, the Board of Directors did adopt these Articles of
Restatement and Restated Articles of Incorporation of the Corporation, as set
forth in paragraph 2 below. Shareholder approval of amendments to the Articles
of Incorporation contained in the Articles of Restatement was not required.
2.
The Articles of Incorporation of the Corporation shall be amended by
the deletion in their entirety of Articles 10 and 16, by the redesignation of
(i) existing Article 18 as Article 10 and (ii) existing Article 17 as Article
16, by the addition of new Article 5(c), and by restating all other provisions
of the Articles of Incorporation, as heretofore amended, now in effect and not
being amended by foregoing amendments, and substituting therefor in all respects
the Restated Articles of Incorporation as follows:
RESTATED ARTICLES OF INCORPORATION
1.
The name of the Corporation is SunTrust Banks, Inc.
2.
The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.
3.
The Corporation shall have perpetual duration.
4.
The purpose for which the Corporation is organized is to conduct any
businesses and to engage in any activities not specifically prohibited to
corporations for profit under the laws of the State of Georgia.
<PAGE>
5.
(a). The aggregate number of common shares (referred to in these
Articles of Incorporation as "Common Stock") which the Corporation shall have
the authority to issue is 350,000,000 with a par value of $1.00 per share. Each
holder of Common Stock shall be entitled to one vote for each share of such
stock held.
(b). The aggregate number of preferred shares (referred to in these
Articles of Incorporation as "Preferred Stock") which the Corporation shall have
authority to issue is 50,000,000 with no par value per share. The terms,
preferences, limitations and relative rights of the Preferred Stock are as
follows:
So long as any of the shares of the Preferred Stock are outstanding, no
dividends (other than (i) dividends on Common Stock payable in Common Stock,
(ii) dividends payable in stock junior to the Preferred Stock both as to
dividends and upon liquidation, and (iii) cash in lieu of fractional shares in
connections with any such dividend) shall be paid or declared, in cash or
otherwise, nor shall any other distribution be made, on the Common Stock or on
any other stock junior to the Preferred Stock as to dividends, unless (a) there
shall be no arrearages in dividends on the Preferred Stock for any past dividend
period and the full dividends for the current quarterly dividend period shall be
paid or declared and funds set aside therefor, and (b) the Corporation shall not
be in default on its obligation to redeem any of the shares of the Preferred
Stock called for redemption. Subject to the foregoing provisions, such dividends
as may be determined by the Board of Directors of the Corporation may be
declared and paid from time to time on any stock or shares of the Corporation
other than the Preferred Stock without any right of participation therein by the
holders of shares of the Preferred Stock. Dividends on the Preferred Stock shall
be cumulative. No interest shall be payable in respect of any dividend payment
which may be in arrears. If at any time the Corporation shall fail to pay full
cumulative dividends on any shares of the Preferred Stock, thereafter until such
dividends shall have been paid or declared and set apart for payment, the
Corporation shall not purchase, redeem or otherwise acquire for consideration
any shares of any class of stock then outstanding and ranking on a parity with
or junior to the Preferred Stock.
If there are any arrearages in dividends for any past dividend period
on any series of the Preferred Stock or any other class or series of preferred
stock ranking on a parity with the Preferred Stock as to dividends, or if the
full dividend for the current quarterly dividend period shall not have been paid
or declared and funds set aside therefor on all series of the Preferred Stock
and all other classes and series of preferred stock ranking on a parity with the
Preferred Stock as to dividends (to the extent that dividends on such other
class or series of preferred stock are cumulative), any dividends paid or
declared on the Preferred Stock or on any other class or series of preferred
stock ranking on a parity with the Preferred Stock as to dividends shall be
shared first ratably by the holders of the Preferred Stock and the holders of
all such other classes and series of preferred stock ranking on a parity with
the Preferred Stock as to dividends in proportion to such respective arrearages
and unpaid and undeclared current cumulative dividends, and thereafter by the
holders of shares of noncumulative classes and series of preferred stock ranking
on a parity with the Preferred Stock as to dividends.
2
<PAGE>
In the event of any voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Corporation, after payment or provision for
payment of debts and other liabilities of the Corporation and before any
distribution to the holders of shares of Common Stock or any stock junior to the
Preferred Stock as to the distribution of assets upon liquidation, the holders
of each series of the Preferred Stock shall be entitled to receive out of the
net assets of the Corporation an amount in cash for each share equal to the
amount fixed and determined by the Board of Directors in the resolution
providing for the issuance of the particular series of the Preferred Stock, plus
an amount equal to all dividends accrued and unpaid on each such share of the
Preferred Stock up to the date fixed for distribution, and no more. If the
assets of the Corporation are insufficient to permit the payment of the full
preferential amounts payable in such event to the holders of the Preferred Stock
and any class or series of preferred stock ranking on a parity with the
Preferred Stock as to the distribution of assets upon liquidation, then the
assets available for distribution to holders of shares of the Preferred Stock
and such other classes and series of preferred stock ranking on a parity with
the Preferred Stock as to the distribution of assets upon liquidation shall be
distributed ratably to the holders of shares of each series of the Preferred
Stock and such classes and series of preferred stock in proportion to the full
preferential amounts payable on their respective shares upon liquidation.
Neither the sale, conveyance, exchange or transfer of all or substantially all
the property and assets of the Corporation, the consolidation or merger of the
Corporation with or into any other corporation, nor the merger or consolidation
of any other corporation into or with the Corporation shall be deemed to be a
liquidation, dissolution or winding up of the Corporation.
The Board of Directors is expressly authorized at any time and from
time to time to provide for the issuance of shares of the Preferred Stock in one
or more series, with such voting powers, full or limited, but not to exceed one
vote per share, or without voting powers, and with such designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions, as shall be fixed and determined in
the resolution or resolutions providing for the issuance thereof adopted by the
Board of Directors, and as are not stated and expressed in these Articles of
Incorporation or any amendment hereto, including (but without limiting the
generality of the foregoing) the following:
(i) The distinctive designation of such series and the number
of shares which shall constitute such series, which number may be
increased (except where otherwise provided by the Board of Directors in
creating such series) or decreased (but not below the number of shares
thereof then outstanding) from time to time by resolution of the Board
of Directors;
(ii) The rate of dividends payable on shares of such series,
the times of payment, and the date from which such dividends shall
accumulate;
(iii) Whether shares of such series can be redeemed, the time
or times when, and the price or prices at which shares of such series
shall be redeemable, the redemption price, terms and conditions of
redemption, and the purchase,
3
<PAGE>
retirement or sinking fund provisions, if any, for the purchase or
redemption of such shares;
(iv) The amount payable on shares of such series and the
rights of holders of such shares in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of
the Corporation;
(v) The rights, if any, of the holders of shares of such
series to convert such shares into, or exchange such shares for, shares
of Common Stock or shares of any other class or series of the Preferred
Stock and the terms and conditions of such conversion or exchange; and
(vi) The rights, if any, of the holders of shares of such
series to vote.
Except in respect of the relative rights and preferences that may be
provided by the Board of Directors as hereinbefore provided, all shares of the
Preferred Stock shall be of equal rank and shall be identical, and each share of
a series shall be identical in all respects with the other shares of the same
series, except as to the date, if any, from which dividends thereon shall
accumulate.
(c). The Corporation may acquire its own shares. Any such shares
shall become, upon acquision, treasury shares to be classified as issued but not
outstanding shares.
6.
Shares of the Corporation may be issued by the Corporation for such
consideration, not less than the par value thereof (in the case of shares having
a par value), as shall be fixed from time to time by the Board of Directors.
7.
No holder of shares of any class of the capital stock of the
Corporation shall have as a matter of right any pre-emptive or preferential
right to subscribe for, purchase, receive, or otherwise acquire any part of any
new or additional issue of stock of any class, whether now or hereafter
authorized, or of any bonds, debentures, notes, or other securities of the
Corporation, whether or not convertible into shares of stock of the Corporation.
8.
Subject to the provisions of the Georgia Business Corporation Code, the
Board of Directors shall have the power to distribute a portion of the assets of
the Corporation, in cash or in property, to holders of shares of the Corporation
out of the capital surplus of the Corporation.
4
<PAGE>
9.
The Corporation shall have all powers necessary to conduct the
businesses and engage in the activities set forth in Article 4 hereof,
including, but not limited to, the powers enumerated in the Georgia Business
Corporation Code or any amendment thereto. In addition, the Corporation shall
have the full power to purchase and otherwise acquire, and dispose of, its own
shares and securities granted by the laws of the State of Georgia and shall have
the right to purchase its shares out of its unreserved and unrestricted capital
surplus available therefor, as well as out of its unreserved and unrestricted
earned surplus available therefor.
10.
The names and addresses of the Incorporators are:
Robert Strickland
One Park Place, N.E.
Atlanta, Georgia 30303
Joel R. Wells, Jr.
200 South Orange Avenue
Orlando, Florida 32801
11.
I. (A) In addition to any affirmative vote required by law, these
Articles of Incorporation or otherwise with respect to any shares of capital
stock of the Corporation, and except as otherwise expressly provided in
paragraph II of this Article 11:
(i) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) any Interested Shareholder
(as hereinafter defined) or (b) any other corporation (whether or not
itself an Interested Shareholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter defined) of an
Interested Shareholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to
or with any Interested Shareholder or any Affiliate of any Interested
Shareholder of any assets of the Corporation or any Subsidiary having
an aggregate Fair Market Value (as hereinafter defined) of $1,000,000
or more; or
(iii) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any
securities of the Corporation or any Subsidiary to any Interested
Shareholder or any Affiliate of any Interested Shareholder in exchange
for cash, securities or other property (or a combination thereof)
having an aggregate Fair Market Value of $1,000,000 or more; or
5
<PAGE>
(iv) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf of an
Interested Shareholder or any Affiliates of any Interested Shareholder;
or
(v) any reclassification of securities (including any reverse
stock split), or recapitalization or the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any
other transaction (whether or not with or into or otherwise involving
an Interested Shareholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding
shares of any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or indirectly owned by
any Interested Shareholder or any Affiliate of any Interested
Shareholder;
shall require the affirmative vote of the holders of at least seventy-five
percent (75%) of the then outstanding shares of Common Stock of the Corporation,
including the affirmative vote of the holders of at least seventy-five percent
(75%) of the then outstanding shares of Common Stock of the Corporation other
than those beneficially owned by the Interested Shareholder. Such affirmative
vote shall be required notwithstanding the fact that no vote may be required, or
that a lesser percentage may be specified, by law or in any agreement with any
national securities exchange or otherwise.
(B) The term "Business Combination" as used in this Article 11
shall mean any transaction which is referred to in any one or more of clauses
(i) through (v) of subparagraph (A) of this paragraph I.
II. The provisions of paragraph I of this Article 11 shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of these Articles of Incorporation, if all of the conditions specified
in either of the following subparagraphs (A) or (B) are met:
(A) The Business Combination shall have been approved by
three-fourths of all Directors.
(B) All of the following conditions shall have been met:
(i) The aggregate amount of (x) cash and (y) the Fair Market
Value (as hereinafter defined) as of the date of the consummation of
the Business Combination, of consideration other than cash to be
received per share by holders of Common Stock in such Business
Combination shall be at least equal to the highest amount determined
under subclauses (a), (b), (c) and (d) below (taking into account all
stock dividends and stock splits):
(a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested Shareholder
or any of its Affiliates or Associates for any share of Common
Stock acquired by the Interested Shareholder (1) within the
two-year period immediately prior to the first public
announcement of the proposal of the Business Combination (the
"Announcement Date") or (2) in the transaction in which it
became an Interested Shareholder, whichever is higher;
<PAGE>
(b) the highest Fair Market Value per share of Common
Stock during the 30-day period ending on the Announcement Date
or during the 30- day period ending on the date on which the
Interested Shareholder became an Interested Shareholder (such
latter date is referred to in this Article 11 as the
"Determination Date"), whichever is higher.
(c) (if applicable) the price per share equal to the
highest Fair Market Value per share of Common Stock determined
pursuant to subparagraph B(i)(b) above, multiplied by the
ratio of (1) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder or any of its
Affiliates or Associates for any shares of Common Stock
acquired by the Interested Shareholder within the two-year
period immediately prior to the Announcement Date to (2) the
Fair Market Value per share of Common Stock on the date that
the Interested Shareholder became a beneficial owner of shares
of Common Stock during such two-year period; and
(d) (if applicable) the book value per share of
Common Stock on the last day in the month preceding the date
of the consummation of the Business Combination multiplied by
the ratio of (1) the highest price paid by the Interested
Shareholder or any of its Affiliates or Associates per share
of Common Stock as determined pursuant to subparagraph B(i)(a)
above to (2) the book value per share of Common Stock on the
last day in the month preceding the date on which the highest
price as determined pursuant to B(i)(a) above was paid.
(ii) The aggregate amount of (x) the cash and (y) the Fair
Market Value as of the date of the consummation of the Business
Combination, of consideration other than cash to be received per share
by holders of shares of any series of outstanding Preferred Stock shall
be at least equal to the highest of the following (it being intended
that the requirements of this paragraph B(ii) shall be required to be
met with respect to every series of outstanding Preferred Stock,
whether or not the Interested Shareholder or any of its Affiliates or
Associates has previously acquired any shares of any particular series
of Preferred Stock):
(a) (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by the Interested Shareholder
or any of its Affiliates or Associates for any share of such
series of Preferred Stock acquired by the Interested
Shareholder (1) within the two-year period immediately prior
to the Announcement Date or (2) in the transaction in which it
became an Interested Shareholder, whichever is higher; and
6
<PAGE>
(b) (if applicable) the highest preferential amount
per share to which the holders of shares of such series of
Preferred Stock are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation.
(iii) The consideration to be received by holders of
outstanding Common Stock and by holders of a particular series of
outstanding Preferred Stock shall be in cash or in the same form as the
Interested Shareholder of any of its Affiliates or Associates has
previously paid for shares of each such kind of stock. If the
Interested Shareholder or any of its Affiliates or Associates has paid
for shares of Common Stock or for shares of any series of Preferred
Stock with varying forms of consideration, the form of consideration
for each such kind of stock shall be either cash or the form used to
acquire the largest number of shares of each such kind of stock
previously acquired by it.
(iv) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such Business
Combination: (a) except as approved by three-fourths of all Directors,
there shall have been no failure to declare and pay at the regular date
therefor dividends in full (whether or not cumulative) on the
outstanding Preferred Stock; (b) there shall have been (1) no reduction
in the annual rate of dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the Common Stock), except as
approved by three-fourths of all Directors and (2) an increase in such
annual rate of dividends as necessary to reflect any reclassification
(including any reverse stock split), recapitalization, reorganization,
or any similar transaction which has the effect of reducing the number
of outstanding shares of the Common Stock, unless the failure so to
increase such annual rate is approved by three-fourths of all
Directors; and (c) such Interested Shareholder shall not have become
the beneficial owner of any additional shares of Common Stock except as
part of the transaction which results in such Interested Shareholder
becoming an Interested Shareholder.
(v) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the
benefit, directly or indirectly (except proportionately as a
shareholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages
provided by the Corporation or any of its Subsidiaries, whether in
anticipation of or in connection with such Business Combination or
otherwise.
(vi) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder (or any subsequent provisions replacing such
Act, rules or regulations) shall be mailed to public shareholders of
the Corporation at least 30 days prior to the meeting at which the
Business Combination will be voted upon (whether or not such proxy or
information statement is required to be mailed pursuant to such Act or
subsequent provisions). The proxy or information statement shall
contain on the cover page thereof a statement as to how members of the
Board of Directors voted on the proposal in
7
<PAGE>
question and any recommendation as to the advisability or
inadvisability of the Business Combination that any director wishes to
make, and shall also contain the opinion of a reputable national
investment banking firm as to the fairness of the terms of the Business
Combination, from the point of view of the remaining public
shareholders of the Corporation (such investment banking firm to be
engaged solely on behalf of the remaining public shareholders, to be
paid a reasonable fee for its services by the Corporation upon receipt
of such opinion and to be an investment banking firm which has not
previously been associated with the Interested Shareholder or any of
its Affiliates or Associates).
III. For the purposes of this Article 11:
(A) A "person" shall mean any individual, firm, corporation or
other entity.
(B) "Interested Shareholder" shall mean any person (other than
the Corporation, any Subsidiary or either the Corporation or any Subsidiary
acting as Trustee or in a similar fiduciary capacity) who or which:
(i)is the beneficial owner of more than 10% of the outstanding
Common Stock; or
(ii) is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 10% or more of the then
outstanding Common Stock; or
(iii) acquired any shares of Common Stock which were at any
time within the two-year period immediately prior to the date in
question beneficially owned by any Interested Shareholder, if such
acquisition shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the
meaning of the Securities Act of 1933.
(C) A person shall be a "beneficial owner" of any Common
Stock:
(i) which such person or any of its Affiliates or Associates
(as hereinafter defined) beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates or Associates
has, directly or indirectly, (a) the right to acquire (whether such
right is exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options or
otherwise, or (b) the right to vote pursuant to any agreement,
arrangement or understanding; or
(iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of
Common Stock.
8
<PAGE>
(D) For the purposes of determining whether a person is an
Interested Shareholder pursuant to paragraph B of this Section III, the number
of shares of Common Stock deemed to be outstanding shall include shares deemed
owned through application of paragraph C(ii)(a) of this Section III but shall
not include any other shares of Common Stock which may be issuable pursuant to
any agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.
(E) (i) An "Affiliate" of a specified person is a person that
directly, through one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.
(ii) The term "Associate" used to indicate a relationship with
any person means (1) any firm, corporation or other entity (other than
the Corporation or any Subsidiary) of which such person is an officer
or partner or is, directly or indirectly, the beneficial owner of 10%
or more of any class of equity securities, (2) any trust or other
estate in which such person has a substantial beneficial interest or as
to which such person serves as trustee or in a similar fiduciary
capacity, and (3) any relative or spouse of such person, or any
relative of such spouse who has the same home as such person.
(F) "Subsidiary" means any corporation of which a majority of
any class of equity securities is owned, directly or indirectly, by the
Corporation unless owned solely as trustee or other similar fiduciary capacity.
(G) "Fair Market Value" means: (i) in the case of stock, the
closing sales price of a share of such stock on the Composite Tape on the New
York Stock Exchange- Listed Stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such stock is not listed
on such Exchange, on the principal United States securities exchange registered
under the Securities Exchange Act of 1934, as amended, on which such stock is
listed, or, if such stock is not listed on any such exchange, the closing sales
price or the sales price or the average of the bid and asked prices reported
with respect to a share of such stock on the National Association of Securities
Dealers, Inc. Automatic Quotation System or any system then in use, or if no
such quotations are available, the fair market value on the date in question of
a share of such stock as determined by the Board in good faith; and (ii) in the
case of property other than cash or stock, the fair market value of such
property on the date in question as determined by the Board in good faith.
(H) In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash to be received"
as used in paragraphs B(i) and (ii) of Section II of this Article 11 shall
include the shares of Common Stock and/or the shares of any series of
outstanding Preferred Stock retained by the holders of such shares.
(I) The term "acquire" or "acquired" means the acquisition of
beneficial ownership.
9
<PAGE>
IV. The Directors of the Corporation shall have the power and duty to
determine for the purposes of this Article 11, on the basis of information known
to them after reasonable inquiry, (i) whether a person is an Interested
Shareholder, (ii) the number of shares of Common Stock beneficially owned by any
person, (iii) whether a person is an Affiliate or Associate of another, and (iv)
whether the assets which are the subject of any Business Combination have, or
the consideration to be received for the issuance or transfer of securities by
the Corporation or any Subsidiary in any Business Combination has, an aggregate
Fair Market Value of $1,000,000 or more.
V. Nothing contained in this Article 11 shall be construed to relieve
any Interested Shareholder or any of its Affiliates or Associates from any
fiduciary obligation imposed by law.
VI. Notwithstanding any other provisions of these Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, these Articles of
Incorporation or the Bylaws of the Corporation), the affirmative vote of the
holders of at least seventy-five percent (75%) of the shares of the outstanding
Common Stock of the Corporation, including the affirmative vote of the holders
of at least seventy-five percent (75%) of the outstanding shares of Common Stock
of the Corporation other than those beneficially owned by any Interested
Shareholder, shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article 11 of these Articles of Incorporation, in
addition to any affirmative vote required by law or these Articles of
Incorporation with respect to any other shares of capital stock of the
Corporation.
12.
The Board of Directors of the Corporation, when evaluating any offer of
a person (as defined in Article 11), other than the Corporation itself, to (a)
make a tender or exchange offer for any equity security of the Corporation or
any other security of the Corporation convertible into any equity security, (b)
merge or consolidate the Corporation with another person, or (c) purchase or
otherwise acquire all or substantially all of the properties and assets of the
Corporation (an "Acquisition Proposal"), shall, in connection with the exercise
of its business judgment in determining what is the best interests of the
Corporation and its shareholders, give due consideration to all relevant
factors, including without limitation the consideration being offered in the
Acquisition Proposal in relation to the then-current market price, but also in
relation to the then-current value of the Corporation in a freely negotiated
transaction and in relation to the Board of Directors' then estimate of the
future value of the Corporation as an independent entity, the social and
economic effects on the employees, customers, suppliers and other constituents
of the Corporation and its subsidiaries and on the communities in which the
Corporation and its subsidiaries operate or are located and the desirability of
maintaining independence from any other entity.
13.
Notwithstanding anything to the contrary in the Bylaws of the
Corporation and subject to the rights of holders of any series of Preferred
Stock then outstanding, the
10
<PAGE>
shareholders may amend or repeal, or adopt any provision inconsistent with,
Article II of the Corporation's Bylaws only by the same affirmative vote as is
required to amend or repeal or adopt any provision inconsistent with Article 11
of these Articles of Incorporation as provided for in paragraph VI of said
Article 11, or in the alternative, by the vote of 75% or more of the Directors,
the Board of Directors may amend or repeal or adopt any provision inconsistent
with Article II of the Corporation's Bylaws.
Any amendment or repeal of any part of Article X of the Corporation's
Bylaws effected by the Directors shall require the affirmative vote of at least
75% of the full Board of Directors following at least ten days prior written
notice to all Directors of the specific proposal.
14.
In addition to any powers provided by law, in the Bylaws, or otherwise,
the Corporation shall have the power to indemnify any person who becomes a party
or who is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of the Corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
15.
(a). No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of his duty of
care or other duty as a director; provided that this provision shall eliminate
or limit the liability of a director only to the maximum extent permitted from
time to time by the Georgia Business Corporation Code or any successor law or
laws.
(b). Any repeal or modification of Article 15(a) by the shareholders of
the Corporation shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.
16.
The Corporation shall not commence business until it shall have
received not less than $500 in payment for the issuance of its shares.
Said Restated Articles of Incorporation supersede the original Articles
of Incorporation as heretofore amended.
11
<PAGE>
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused these Articles of
Restatement to be executed, its corporate seal to be affixed, and its seal and
execution hereof to be attested, all by its duly authorized officers, this 14th
day of November, 1989.
SUNTRUST BANKS, INC.
By: /s/ Robert Strickland
------------------------------
Robert Strickland
Chairman of the Board
(CORPORATE SEAL)
Attest: /s/ Thomas C. Duer
-------------------------
Thomas C. Duer
Corporate Secretary
12
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<DESCRIPTION>EXHIBIT 3.2
<TEXT>
EXHIBIT 3.2
RESOLUTION AMENDING BYLAWS
WHEREAS, it is desirable to amend the Company's Bylaws to allow
Directors to continue serving as Directors of the Company until the end of the
term following their 70th birthday.
NOW, THEREFORE, BE IT RESOLVED, that upon recommendation of the
Executive Committee, Article II, Section 5 of the Company's Bylaws is hereby
amended by deleting the last sentence of such Section and substituting the
following sentence in lieu thereof:
Each Director who is not an officer of the Corporation or any
of its direct or indirect subsidiaries, including any Director
serving pursuant to the previous sentence, shall cease to be a
Director at the end of such Director's term coinciding with or
following such Director's 70th birthday.
* * * * *
<PAGE>
SUNTRUST BANKS, INC.
BYLAWS
(As Amended February 9, 1999)
ARTICLE I
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders for
the election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, on such date and
at such time as the Board of Directors may by resolution provide. If the Board
of Directors fails to provide such date and time, then such meeting shall be
held at the corporate headquarters at 9:30 A.M. local time on the third Tuesday
in April of each year, or, if such date is a legal holiday, on the next
succeeding business day. The Board of Directors may specify by resolution prior
to any special meeting of shareholders held within the year that such meeting
shall be in lieu of the annual meeting.
SECTION 2. Special Meeting; Call of Meetings. Special meetings of the
shareholders may be called at any time by the Chairman of the Board or the
President. Special meetings of the shareholders may also be called at any time
by the Board of Directors or the holders of at least twenty-five percent (25%)
of the outstanding common stock of the Corporation. Such meetings shall be held
at such place as is stated in the call and notice thereof.
SECTION 3. Notice of Meetings. Written notice of each meeting of
shareholders, stating the place, day and hour of the meeting, and the purpose or
purposes for which the meeting is called if a special meeting, shall be mailed
to each shareholder entitled to vote at or to notice of such meeting at his
address shown on the books of the Corporation not less than ten (10) nor more
than sixty (60) days prior to such meeting unless such shareholder waives notice
of the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the records of shareholders of the Corporation, with postage
thereon prepaid. Any shareholder may execute a waiver of notice, in person or by
proxy, either before or after any meeting, and shall be deemed to have waived
notice if he is present at such meeting in person or by proxy. Neither the
business transacted at, nor the purpose of, any meeting need be stated in a
waiver of notice of such meeting. Notice of any meeting may be given by the
Chairman of the Board, President, the Corporate Secretary or any Assistant
Secretary. No notice need be given of the time and place of reconvening of any
adjourned meeting, if the time and place to which the meeting is adjourned are
announced at the adjourned meeting.
SECTION 4. Quorum; Required Shareholder Vote. Each outstanding share of
common stock of the Corporation is entitled to one vote on each matter submitted
to a vote. A majority of the shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at any meeting of the shareholders. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless a different
<PAGE>
vote is required by law, the Articles of Incorporation or these Bylaws, except
in the case of elections for Director, for which the vote of a plurality of the
votes cast by the shares entitled to vote for such election shall be the act of
the shareholders. When a quorum is once present to organize a meeting, the
shareholders present may continue to do business at the meeting or at any
adjournment thereof (unless a new record date is or must be set for the
adjourned meeting) notwithstanding the withdrawal of enough shareholders to
leave less than a quorum, and the holders of a majority of the voting shares
present at such meeting shall be the act of the shareholders unless a different
vote is required by law, the Articles of Incorporation or these Bylaws. The
holders of a majority of the voting shares represented at a meeting, whether or
not a quorum is present, may adjourn such meeting from time to time.
SECTION 5. Proxies. A shareholder may vote either in person or by
proxy. A shareholder may appoint a proxy: (i) by executing a written document,
which may be accomplished by any reasonable means, including facsimile
transmission; (ii) orally, which may be by telephone; or (iii) by any other form
of electronic communication. No proxy shall be valid for more than eleven (11)
months after the date of such appointment, unless, in the case of a written
proxy, a longer period is expressly provided for in the written document.
SECTION 6. Judges of Elections. At every meeting of shareholders, the
vote shall be conducted by two or more judges appointed for that purpose by the
Board of Directors or by the chairman of the meeting. All questions concerning
the qualification of voters, the validity of proxies, or the acceptance or
rejection of votes shall be decided by such judges.
ARTICLE II
DIRECTORS
SECTION 1. Board of Directors. The Board of Directors shall manage the
business and affairs of the Corporation and may exercise all of the powers of
the Corporation subject to any restrictions imposed by law.
SECTION 2. Composition of the Board. The Board of Directors of the
Corporation shall consist of not less than ten (10) nor more than sixteen (16)
natural persons, the exact number to be set from time to time by the Board of
Directors. No decrease in the number of Directors shall shorten the term of an
incumbent Director. Each Director shall be a shareholder of the Corporation and
a citizen of the United States of America. In the absence of the Board of
Directors setting the number of Directors, the number shall be twelve (12). The
Directors of the Corporation shall be divided into three classes, as nearly
equal in size as practicable. The term of each class shall be three years. Each
Director shall hold office for the term for which elected, which term shall end
at the annual meeting of the shareholders, and until his successor has been
elected and qualified, or until his earlier retirement, resignation, removal
from office, or death.
SECTION 3. Election of Directors. Nominations for election to the Board
of Directors may be made by the Board of Directors, or by any shareholder of any
outstanding class of capital stock of the Corporation entitled to vote for the
election of Directors. Nominations shall specify the class of Directors to which
each person is nominated, and nominations, other than those made by the existing
2
<PAGE>
Board of Directors, shall be made in writing and shall be delivered or mailed to
the Chairman of the Board not less than thirty (30) days nor more than
seventy-five (75) days prior to any meeting of the shareholders called for the
election of Directors; provided, however, that if less than thirty-five (35)
days notice of the meeting is given to shareholders such nomination shall be
mailed or delivered to the Chairman of the Board not later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. Such nomination and notification shall contain the following
information:
(i) The names and addresses of the proposed nominee or nominees;
(ii) The principal occupation of each proposed nominee;
(iii) The total number of shares that, to the knowledge of the
notifying or nominating shareholder, will be voted for each of
the proposed nominees;
(iv) The name and residence address of each notifying or nominating
shareholder;
(v) The number of shares owned by the notifying or nominating
shareholder;
(vi) The total number of shares that, to the knowledge of the
notifying or nominating shareholder, are owned by the proposed
nominee; and
(vii) The signed consent of the proposed nominee to serve, if
elected.
Nominations not made in accordance herewith may, in his discretion, be
disregarded by the chairman of the meeting, and upon his instructions, the
judges of election shall disregard all votes cast for each such nomination.
SECTION 4. Vacancies. Subject to the rights of the holders of any
series of Preferred Stock then outstanding to fill director vacancies, vacancies
resulting from retirement, resignation, removal from office (with or without
cause), death or a vacancy resulting from an increase in the number of Directors
comprising the Board, shall be filled by the Board of Directors. Any Director so
elected shall hold office until the next annual meeting of shareholders. No
decrease in the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.
SECTION 5. Retirement. Each Director serving as an officer of the
Corporation or any of its direct or indirect subsidiaries shall cease to be a
Director on the date of the first to occur of (a) such Director's 65th birthday,
(b) the date of his termination of employment, (c) the date of his resignation
from employment, or (d) the date of his retirement from employment. The
foregoing shall not apply to any Director serving as an officer of the
Corporation who is the Chairman of the Executive Committee. Each Director who is
not an officer of the Corporation or any of its direct or indirect subsidiaries,
including any Director serving pursuant to the previous sentence, shall cease to
be a Director at the end of such Director's term coinciding with or following
such Director's 70th birthday.
SECTION 6. Removal. Subject to the rights of the holders of any series
of Preferred Stock then outstanding, any Director, or all Directors, may be
removed from office at any time with or without
3
<PAGE>
cause, but only by the same affirmative vote of the shareholders required to
amend this Article II as provided in the Corporation's Articles of
Incorporation.
SECTION 7. Resignations. Any Director of the Corporation may resign at
any time by giving written notice thereof to the Chairman of the Board, the
President, or the Corporate Secretary. Such resignation shall take effect when
delivered unless the notice specifies a later effective date; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
ARTICLE III
ACTION OF THE BOARD OF DIRECTORS; COMMITTEES
SECTION 1. Quorum; Vote Requirement. A majority of the Directors
holding office shall constitute a quorum for the transaction of business; if a
quorum is present, a vote of a majority of the Directors present at such time
shall be the act of the Board of Directors, unless a greater vote is required by
law, the Articles of Incorporation, or by these Bylaws.
SECTION 2. Executive Committee. There is hereby established an
Executive Committee which shall consist of not less than four (4) Directors. The
Board of Directors shall at the Board of Directors' meeting immediately
following the Corporation's annual shareholders' meeting, and may at such other
time as the Board of Directors determines, elect the Directors who shall be
members of the Executive Committee. The Executive Committee shall have and may
exercise all the authority of the Board of Directors as permitted by law. The
Board of Directors shall elect the Chairman of the Executive Committee who shall
preside at all meetings of the Executive Committee and shall perform such other
duties as may be designated by the Executive Committee. The Board of Directors
may also elect one member of the Executive Committee as Vice Chairman of the
Executive Committee who shall preside at Executive Committee meetings in the
absence of the Chairman of the Executive Committee. The Executive Committee
shall serve as the Nominating Committee and shall have the power to recommend
candidates for election to the Board of Directors and shall consider other
issues related to the size and composition of the Board of Directors.
SECTION 3. Audit Committee. There is hereby established an Audit
Committee which shall consist of not less than four (4) Directors. No Director
who is an officer of the Corporation or any direct or indirect subsidiary of the
Corporation shall be a member of the Audit Committee. The Board of Directors
shall at the Board of Directors' meeting immediately following the Corporation's
annual shareholders' meeting, and may at such other time as the Board of
Directors determine, elect the members of the Audit Committee. The Audit
Committee shall require that an audit of the books and affairs of the
Corporation be made at such time or times as the members of the Audit Committee
shall choose. The Board of Directors shall elect the Chairman of the Audit
Committee who shall preside at all meetings of the Audit Committee and shall
perform such other duties as may be designated by the Audit Committee.
SECTION 4. Other Committees. The Board of Directors may designate from
among its members one or more other committees, each consisting of one (1) or
more Directors, and each of which,
4
<PAGE>
to the extent provided in the resolution establishing such committee, shall have
and may exercise all authority of the Board of Directors to the extent permitted
by law.
SECTION 5. Committee Meetings. Regular meetings of committees, of which
no notice shall be necessary, shall be held at such times and at such places as
shall be fixed, from time to time, by resolution adopted by such committees.
Special meetings of any committee may be called by the Chairman of the Board or
the President, or by the Chairman of such committee or by any other two members
of the committee, at any time. Notice of any special meeting of any committee
may be given in the manner provided in the Bylaws for giving notice of a special
meeting of the Board of Directors, but notice of any such meeting need not be
given to any member of the committee if waived by him before or after the
meeting, in writing (including telegram, cablegram, facsimile, or radiogram) or
if he shall be present at the meeting; and any meeting of any committee shall be
a legal meeting, without any notice thereof having been given, if all the
members shall be present thereat. A majority of any committee shall constitute a
quorum for the transaction of business, and the act of a majority of those
present at any meeting at which a quorum is present shall be the act of the
committee.
SECTION 6. Committee Records. Each committee shall keep a record of its
acts and proceedings and shall report the same, from time to time, to the Board
of Directors.
SECTION 7. Alternate Members; Vacancies. The Board of Directors may
designate one or more Directors as alternate members of any committee, and such
alternate members may act in the place and stead of any absent member or members
at any meeting of such committee. The Board of Directors may fill any vacancy or
vacancies occurring in any committee.
SECTION 8. Place, Time, Notice and Call of Directors' Meetings. The
annual meeting of the Board of Directors for the purpose of electing officers
and transacting such other business as may be brought before the meeting shall
be held each year immediately following the annual meeting of shareholders or at
such other time and place as the Chairman of the Board may designate. Regular
meetings of the Board of Directors shall be held at such times as the Board of
Directors may determine from time to time. Regular meetings of the Board of
Directors may be held without notice. Special meetings of the Board of Directors
shall be held upon notice of the date, time and place of such special meetings
as shall be given to each Director orally, either by telephone or in person, or
in writing, either by personal delivery or by mail, telegram, facsimile, or
cablegram no later than the day before such meeting. Notice of a meeting of the
Board of Directors need not be given to any Director who signs and delivers to
the Corporation a waiver of notice either before or after the meeting.
Attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a Director states, at the beginning of the meeting (or promptly upon
his arrival), any such objection or objections to the transaction of business
and thereafter does not vote for or assent to action taken at the meeting.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting unless required by law or these
Bylaws.
A majority of the Directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place. No
notice of any adjourned meeting need be given.
5
<PAGE>
Meetings of the Board of Directors may be called by the Chairman of the
Board, the President or any two Directors.
SECTION 9. Action by Directors Without a Meeting; Participation in
Meeting by Telephone. Except as limited by law, any action to be taken at a
meeting of the Board, or by any committee of the Board, may be taken without a
meeting if written consent, setting forth the action so taken, shall be signed
by all the members of the Board or such Committee and shall be filed with the
minutes of the proceedings of the Board or such committee. Such written consent
shall have the same force and effect as a unanimous vote of the Board or such
committee and any document executed on behalf of the Corporation may recite that
the action was duly taken at a meeting of the Board or such committee.
Members of the Board or any committee of the Board may participate in a
meeting of the Board or such committee by means of conference telephone or
similar communications equipment by which means all persons participating in the
meeting can hear each other, and participation in a meeting of the Board or such
committee by such means shall constitute personal presence at such meeting.
SECTION 10. Directors' Compensation. The Board of Directors shall have
authority to determine from time to time the amount of compensation which shall
be paid to its members for attendance at meetings of, or services on, the Board
of Directors or any committee of the Board. The Board of Directors shall also
have the power to reimburse Directors for reasonable expenses of attendance at
Directors' meetings and committee meetings.
ARTICLE IV
OFFICERS
SECTION 1. Executive Structure. The Board of Directors shall elect the
following officers: Chairman of the Board, President, Chief Financial Officer,
Corporate Secretary, and Treasurer, and may elect one or more Vice Chairmen,
Executive Vice Presidents and Senior Vice Presidents, as the Board of Directors
may deem necessary. The Board of Directors shall designate from among such
elected officers a Chief Executive Officer. The Chief Executive Officer may
appoint such assistant officers, whose duties shall consist of assisting one or
more of the Officers in the discharge of the duties of any such Officer, as may
be specified from time to time by the Chief Executive Officer, whose titles may
include such designations as the Chief Executive Officer shall deem appropriate.
All Officers (including assistant officers) shall be elected for a term of
office running until the meeting of the Board of Directors following the next
annual meeting of shareholders. All assistant officers shall be appointed for a
term specified by the Chief Executive Officer but not later than the meeting of
the Board of Directors following the next annual meeting of shareholders. Any
two or more offices may be held by the same person.
SECTION 2. Chief Executive Officer. The Chief Executive Officer shall
be the most senior officer of the Corporation, and all other officers and agents
of the Corporation shall be subject to his direction. He shall be accountable to
the Board of Directors for the fulfillment of his duties and responsibilities
and, in the performance and exercise of all his duties, responsibilities and
powers, he shall be subject to the supervision and direction of, and any
limitations imposed by, the Board of
6
<PAGE>
Directors. The Chief Executive Officer shall be responsible for interpretation
and required implementation of the policies of the Corporation as determined and
specified from time to time by the Board of Directors and he shall be
responsible for the general management and direction of the business and affairs
of the Corporation. For the purpose of fulfilling his duties and
responsibilities, the Chief Executive Officer shall have, subject to these
Bylaws and the Board of Directors, plenary authorities and powers, including
general executive powers, the authority to delegate and assign duties,
responsibilities and authorities, and, in the name of the Corporation and on its
behalf, to negotiate and make any agreements, waivers or commitments which do
not require the express approval of the Board of Directors.
SECTION 3. Chairman of the Board. The Chairman of the Board shall be a
member of the Board of Directors and shall preside at all meetings of the
shareholders and Board of Directors.
SECTION 4. President. The President shall have such powers and perform
such duties as may be assigned by the Board of Directors, the Chairman of the
Board of Directors or the Chief Executive Officer.
SECTION 5. Vice Chairman. Any Vice Chairman elected shall be a member
of the Board of Directors and shall have such duties and authority as may be
conferred upon him by the Board of Directors or delegated to him by the Chief
Executive Officer.
SECTION 6. Chief Financial Officer. The Chief Financial Officer shall
have the care, custody, control and handling of the funds and assets of the
Corporation, and shall render a statement of the assets, liabilities and
operations of the Corporation to the Board of Directors at its regular meetings.
SECTION 7. Treasurer. The Treasurer shall perform such duties as may
be assigned to the Treasurer and shall report to the Chief Financial Officer or,
in the absence of the Chief Financial Officer, to the President.
SECTION 8. Corporate Secretary. Due notice of all meetings of the
shareholders and directors shall be given by the Corporate Secretary or the
person or persons calling such meeting. The Corporate Secretary shall report the
proceedings of all meetings in a book of minutes and shall perform all the
duties pertaining to his office including authentication of corporate documents
and shall have custody of the Seal of the Corporation. Each assistant Corporate
Secretary appointed by the Chief Executive Officer may perform all duties of the
Corporate Secretary.
SECTION 9. Other Duties and Authority. Each officer, employee and agent
of the Corporation shall have such other duties and authority as may be
conferred upon him by the Board of Directors or delegated to him by the Chief
Executive Officer.
SECTION 10. Removal of Officers. Any officer may be removed by the
Board of Directors with or without cause whenever in its judgment the best
interests of the Corporation will be served thereby. In addition, an officer of
the Corporation shall cease to be an officer upon ceasing to be an employee of
the Corporation or any of its subsidiaries.
7
<PAGE>
ARTICLE V
STOCK
SECTION 1. Stock Certificates. The shares of stock of the Corporation
shall be represented by certificates in such form as may be approved by the
Board of Directors, which certificates shall be issued to the shareholders of
the Corporation and shall be signed by the Chairman of the Board, or the
President, together with the Corporate Secretary or an Assistant Secretary of
the Corporation; and which shall be sealed with the seal of the Corporation. The
signatures of such officers upon a certificate may be facsimile if the
certificate is countersigned by a transfer agent or registrar other than the
Corporation itself or an employee of the Corporation. No share certificates
shall be issued until consideration for the shares represented thereby has been
fully paid. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.
SECTION 2. Transfer of Stock. Shares of stock of the Corporation shall
be transferred on the books of the Corporation only upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney-in-fact
and with all taxes on the transfer having been paid. The Corporation may refuse
any requested transfer until furnished evidence satisfactory to it that such
transfer is proper. Upon the surrender of a certificate for transfer of stock,
such certificate shall be marked on its face "Canceled". The Board of Directors
may make such additional rules concerning the issuance, transfer and
registration of stock and requirements regarding the establishment of lost,
destroyed or wrongfully taken stock certificates (including any requirement of
an indemnity bond prior to issuance of any replacement certificate and provision
for appointment of a transfer agent and a registrar) as it deems appropriate.
SECTION 3. Registered Shareholders. The Corporation may deem and treat
the holder of record of any stock as the absolute owner thereof for all purposes
and shall not be required to take any notice of any right or claim of right of
any other person.
SECTION 4. Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other purpose, the Board of
Directors of the Corporation may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than seventy (70) days and, in the case of a meeting of shareholders, not less
than ten (10) days prior to the date on which the particular action requiring
such determination of shareholders is to be taken.
ARTICLE VI
DEPOSITORIES, SIGNATURES AND SEAL
SECTION 1. Depositories. All funds of the Corporation shall be
deposited in the name of the Corporation in such bank, banks, or other financial
institutions as the Board of Directors may from
8
<PAGE>
time to time designate and shall be drawn out on checks, drafts or other orders
signed on behalf of the Corporation by such person or persons as the Board of
Directors may from time to time designate.
SECTION 2. Seal. The seal of the Corporation shall be as follows:
[SEAL]
If the seal is affixed to a document, the signature of the Corporate
Secretary or an Assistant Secretary shall attest the seal. The seal and its
attestation may be lithographed or otherwise printed on any document and shall
have, to the extent permitted by law, the same force and effect as if it has
been affixed and attested manually.
SECTION 3. Execution of Instruments. All bills, notes, checks, and
other instruments for the payment of money, all agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered, or
accepted on behalf of the Corporation by the Chairman of the Board, the
President, any Vice Chairman, Executive Vice President, Senior Vice President or
Vice President, the Secretary or the Treasurer. Any such instruments may also be
signed, executed, acknowledged, verified, delivered or accepted on behalf of the
Corporation in such manner and by such other officers, employees or agents of
the Corporation as the Board of Directors or Executive Committee may from time
to time direct.
ARTICLE VII
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES
SECTION 1. Definitions. As used in this Article, the term:
(A) "Corporation" includes any domestic or foreign predecessor entity
of this Corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
(B) "Director" means an individual who is or was a director of the
Corporation or an individual who, while a director of the Corporation, is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other entity. A "director" is
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the estate or
personal representative of a director.
9
<PAGE>
(C) "Disinterested director" means a director who at the time of a vote
referred to in Section 3(C) or a vote or selection referred to in Section 4(B),
4(C) or 7(A) is not: (i) a party to the proceeding; or (ii) an individual who is
a party to a proceeding having a familial, financial, professional, or
employment relationship with the director whose indemnification or advance for
expenses is the subject of the decision being made with respect to the
proceeding, which relationship would, in the circumstances, reasonably be
expected to exert an influence on the director's judgment when voting on the
decision being made.
(D) "Employee" means an individual who is or was an employee of the
Corporation or an individual who, while an employee of the Corporation, is or
was serving at the Corporation's request as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise.
An "Employee" is considered to be serving an employee benefit plan at the
Corporation's request if his duties to the Corporation also impose duties on, or
otherwise involve services by, him to the plan or to participants in or
beneficiaries of the plan. "Employee" includes, unless the context requires
otherwise, the estate or personal representative of an employee.
(E) "Expenses" includes counsel fees.
(F) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan), or reasonable expenses incurred with respect to a proceeding.
(G) "Officer" means an individual who is or was an officer of the
Corporation which for purposes of this Article VII shall include an assistant
officer, or an individual who, while an Officer of the Corporation, is or was
serving at the Corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other entity. An "Officer" is
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.
"Officer" includes, unless the context requires otherwise, the estate or
personal representative of an Officer.
(H) "Official capacity" means: (i) when used with respect to a
director, the office of a director in a corporation; and (ii) when used with
respect to an Officer, the office in a corporation held by the Officer. Official
capacity does not include service for any other domestic or foreign corporation
or any partnership, joint venture, trust, employee benefit plan, or other
entity.
(I) "Party" means an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(J) "Proceeding" means any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal.
SECTION 2. Basic Indemnification Arrangement.
(A) Except as provided in subsections 2(D) and 2(E) below and, if
required by Section 4 below, upon a determination pursuant to Section 4 in the
specific case that such indemnification is
10
<PAGE>
permissible in the circumstances under this subsection because the individual
has met the standard of conduct set forth in this subsection (A), the
Corporation shall indemnify an individual who is made a party to a proceeding
because he is or was a director or Officer against liability incurred by him in
the proceeding if he conducted himself in good faith and, in the case of conduct
in his official capacity, he reasonably believed such conduct was in the best
interest of the Corporation, or in all other cases, he reasonably believed such
conduct was at least not opposed to the best interests of the Corporation and,
in the case of any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful.
(B) A person's conduct with respect to an employee benefit plan for a
purpose he believes in good faith to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection 2(A) above.
(C) The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the proposed indemnitee did not meet the standard of
conduct set forth in subsection 2(A) above.
(D) The Corporation shall not indemnify a person under this Article in
connection with (i) a proceeding by or in the right of the Corporation, except
for reasonable expenses incurred in connection with the proceeding if it is
determined that such person has met the relevant standard of conduct under this
section, or (ii) with respect to conduct for which such person was adjudged
liable on the basis that personal benefit was improperly received by him,
whether or not involving action in his official capacity.
SECTION 3. Advances for Expenses.
(A) The Corporation may advance funds to pay for or reimburse the
reasonable expenses incurred by a director or Officer who is a party to a
proceeding because he is a director or Officer in advance of final disposition
of the proceeding if: (i) such person furnishes the Corporation a written
affirmation of his good faith belief that he has met the relevant standard of
conduct set forth in subsection 2(A) above or that the proceeding involves
conduct for which liability has been eliminated under the Corporation's Articles
of Incorporation; and (ii) such person furnishes the Corporation a written
undertaking meeting the qualifications set forth below in subsection 3(B),
executed personally or on his behalf, to repay any funds advanced if it is
ultimately determined that he is not entitled to any indemnification under this
Article or otherwise.
(B) The undertaking required by subsection 3(A)(ii) above must be an
unlimited general obligation of the director or Officer but need not be secured
and shall be accepted without reference to financial ability to make repayment.
(C) Authorizations under this Section shall be made: (i) By the Board
of Directors: (a) when there are two or more disinterested directors, by a
majority vote of all disinterested directors (a majority of whom shall for such
purpose constitute a quorum) or by a majority of the members of a committee of
two or more disinterested directors appointed by such a vote; or (b) when there
are fewer than two disinterested directors, by a majority of the directors
present, in which authorization directors who do not qualify as disinterested
directors may participate; or (ii) by the shareholders, but shares owned or
voted under the control of a director who at the time does not qualify as a
disinterested director with respect to the proceeding may not be voted on the
authorization.
11
<PAGE>
SECTION 4. Authorization of and Determination of Entitlement to
Indemnification.
(A) The Corporation shall not indemnify a director or Officer under
Section 2 above unless authorized thereunder and a determination has been made
for a specific proceeding that indemnification of such person is permissible in
the circumstances because he has met the relevant standard of conduct set forth
in subsection 2(A) above; provided, however, that regardless of the result or
absence of any such determination, to the extent that a director or Officer has
been wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or Officer,
the Corporation shall indemnify such person against reasonable expenses incurred
by him in connection therewith.
(B) The determination referred to in subsection 4(A) above shall be
made:
(i) If there are two or more disinterested directors, by the
board of directors by a majority vote of all the disinterested
directors (a majority of whom shall for such purpose constitute a
quorum) or by a majority of the members of a committee of two or more
disinterested directors appointed by such a vote;
(ii) by special legal counsel:
(1) selected by the Board of Directors or its
committee in the manner prescribed in subdivision (i); or
(2) If there are fewer than two disinterested
directors, selected by the Board of Directors (in which
selection directors who do not qualify as disinterested
directors may participate); or
(iii) by the shareholders; but shares owned by or voted under
the control of a director who at the time does not qualify as a
disinterested director may not be voted on the determination.
(C) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses of a director or Officer in the
specific case shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 4(B) above, except
that if there are fewer than two disinterested directors or if the determination
is made by special legal counsel, authorization of indemnification and
evaluation as to reasonableness of expenses shall be made by those entitled
under subsection 4(B)(ii)(2) above to select counsel.
(D) The Board of Directors, a committee thereof, or special legal
counsel acting pursuant to subsection (B) above or Section 5 below, shall act
expeditiously upon an application for indemnification or advances, and cooperate
in the procedural steps required to obtain a judicial determination under
Section 5 below.
(E) The Corporation may, by a provision in its Articles of
Incorporation or Bylaws or in a resolution adopted or a contract approved by its
Board of Directors or shareholders, obligate itself in advance of the act or
omission giving rise to a proceeding to provide indemnification or advance funds
to
12
<PAGE>
pay for or reimburse expenses consistent with this part. Any such obligatory
provision shall be deemed to satisfy the requirements for authorization referred
to in Section 3(C) or Section 4(C).
SECTION 5. Court-Ordered Indemnification and Advances for Expenses. A
director or Officer who is a party to a proceeding because he is a director or
Officer may apply for indemnification or advances for expenses to the court
conducting the proceeding or to another court of competent jurisdiction. After
receipt of an application and after giving any notice it considers necessary,
the court shall order indemnification or advances for expenses if it determines
that:
(i) The director is entitled to indemnification under this
part; or
(ii) In view of all the relevant circumstances, it is fair and
reasonable to indemnify the director or Officer or to advance expenses
to the director or Officer, even if the director or Officer has not met
the relevant standard of conduct set forth in subsection 2(A) above,
failed to comply with Section 3, or was adjudged liable in a proceeding
referred to in subsections (i) or (ii) of Section 2(D), but if the
director or Officer was adjudged so liable, the indemnification shall
be limited to reasonable expenses incurred in connection with the
proceeding, unless the Articles of Incorporation of the Corporation or
a Bylaw, contract or resolution approved or ratified by shareholders
pursuant to Section 7 below provides otherwise.
If the court determines that the director or Officer is entitled to
indemnification or advance for expenses, it may also order the Corporation to
pay the director's or Officer's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.
SECTION 6. Indemnification of Officers and Employees.
(A) Unless the Corporation's Articles of Incorporation provide
otherwise, the Corporation shall indemnify and advance expenses under this
Article to an employee of the Corporation who is not a director or Officer to
the same extent, consistent with public policy, as to a director or Officer.
(B) The Corporation may indemnify and advance expenses under this
Article to an Officer of the Corporation who is a party to a proceeding because
he is an Officer of the Corporation: (i) to the same extent as a director; and
(ii) if he is not a director, to such further extent as may be provided by the
Articles of Incorporation, the Bylaws, a resolution of the Board of Directors,
or contract except for liability arising out of conduct that is enumerated in
subsections (A)(i) through (A)(iv) of Section 7.
The provisions of this Section shall also apply to an Officer who is
also a director if the sole basis on which he is made a party to the proceeding
is an act or omission solely as an Officer.
SECTION 7. Shareholder Approved Indemnification.
(A) If authorized by the Articles of Incorporation or a Bylaw, contract
or resolution approved or ratified by shareholders of the Corporation by a
majority of the votes entitled to be cast, the Corporation may indemnify or
obligate itself to indemnify a person made a party to a proceeding, including a
proceeding brought by or in the right of the Corporation, without regard to the
limitations in other sections of this Article, but shares owned or voted under
the control of a director who at the time does not qualify as a disinterested
director with respect to any existing or threatened proceeding that
13
<PAGE>
would be covered by the authorization may not be voted on the authorization. The
Corporation shall not indemnify a person under this Section 7 for any liability
incurred in a proceeding in which the person is adjudged liable to the
Corporation or is subjected to injunctive relief in favor of the Corporation:
(i) for any appropriation, in violation of his duties, of any
business opportunity of the Corporation;
(ii) for acts or omissions which involve intentional
misconduct or a knowing violation of law;
(iii) for the types of liability set forth in Section 14-2-832
of the Georgia Business Corporation Code; or
(iv) for any transaction from which he received an improper
personal benefit.
(B) Where approved or authorized in the manner described in subsection
7(A) above, the Corporation may advance or reimburse expenses incurred in
advance of final disposition of the proceeding only if:
(i) the proposed indemnitee furnishes the Corporation a
written affirmation of his good faith belief that his conduct does not
constitute behavior of the kind described in subsection 7(A)(i)-(iv)
above; and
(ii) the proposed indemnitee furnishes the Corporation a
written undertaking, executed personally, or on his behalf, to repay
any advances if it is ultimately determined that he is not entitled to
indemnification.
SECTION 8. Liability Insurance. The Corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee, or agent of the Corporation or who, while a director, officer,
employee, or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other entity against liability asserted against or
incurred by him in that capacity or arising from his status as a director,
officer, employee, or agent, whether or not the Corporation would have power to
indemnify him against the same liability under Section 2 or Section 3 above.
SECTION 9. Witness Fees. Nothing in this Article shall limit the
Corporation's power to pay or reimburse expenses incurred by a person in
connection with his appearance as a witness in a proceeding at a time when he is
not a party.
SECTION 10. Report to Shareholders. If the Corporation indemnifies or
advances expenses to a director in connection with a proceeding by or in the
right of the Corporation, the Corporation shall report the indemnification or
advance, in writing, to shareholders with or before the notice of the next
shareholders' meeting.
SECTION 11. Severability. In the event that any of the provisions of
this Article (including any provision within a single section, subsection,
division or sentence) is held by a court of competent
14
<PAGE>
jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions of this Article shall remain enforceable to the fullest extent
permitted by law.
SECTION 12. Indemnification Not Exclusive. The rights of
indemnification provided in this Article VII shall be in addition to any rights
which any such director, Officer, employee or other person may otherwise be
entitled by contract or as a matter of law.
ARTICLE VIII
AMENDMENTS OF BYLAWS
The Board of Directors shall have the power to alter, amend or repeal
the Bylaws or adopt new Bylaws, but any Bylaws adopted by the Board of Directors
may be altered, amended or repealed and new Bylaws adopted by the shareholders.
Action by the Directors with respect to the Bylaws shall be taken by an
affirmative vote of a majority of all of the Directors then elected and serving,
unless a greater vote is required by law, the Articles of Incorporation or these
Bylaws.
ARTICLE IX
EMERGENCY TRANSFER OF RESPONSIBILITY
SECTION 1. Emergency Defined. In the event of a national emergency
threatening national security or a major disaster declared by the President of
the United States or the person performing his functions, which directly or
severely affects the operations of the Corporation, the officers and employees
of this Corporation will continue to conduct the affairs of the Corporation
under such guidance from the Directors as may be available except as to matters
which by law or regulation require specific approval of the Board of Directors
and subject to conformance with any applicable laws, regulations, and
governmental directives during the emergency.
SECTION 2. Officers Pro Tempore. The Board of Directors shall have the
power, in the absence or disability of any officer, or upon the refusal of any
officer to act as a result of said national emergency directly and severely
affecting the operations of the Corporation, to delegate and prescribe such
officer's powers and duties to any other officer, or to any Director.
In the event of a national emergency or state of disaster of sufficient
severity to prevent the conduct and management of the affairs and business of
this Corporation by its Directors and officers as contemplated by the Bylaws,
any two or more available members or alternate members of the then incumbent
Executive Committee shall constitute a quorum of such Committee for the full
conduct and management of the Corporation in accordance with the provisions of
Articles II and III of the Bylaws. If two members or alternate members of the
Executive Committee cannot be expeditiously located, then three available
Directors shall constitute the Executive Committee for the full conduct and
management of the affairs and business of the Corporation until the then
remaining Board can be convened. These provisions shall be subject to
implementation by resolutions of the Board of Directors passed from time to
time, and any provisions of the Bylaws (other than this Section) and any
resolutions which are contrary to the provisions of this Section or the
provisions of any such implementary resolutions shall be
15
<PAGE>
suspended until it shall be determined by any such interim Executive Committee
acting under this Section that it shall be to the advantage of this Corporation
to resume the conduct and management of its affairs and business under all of
the other provisions of these Bylaws.
SECTION 3. Officer Succession. If, in the event of a national emergency
or disaster which directly and severely affects the operations of the
Corporation, the Chief Executive Officer cannot be located expeditiously or is
unable to assume or to continue normal duties, then the authority and duties of
the office shall be automatically assumed, without Board of Directors action, in
order of title, and subject only to willingness and ability to serve, by the
Chairman of the Board, President, Vice Chairman, Executive Vice President,
Senior Vice President, Vice President, Corporate Secretary or their successors
in office at the time of the emergency or disaster. Where two or more officers
hold equivalent titles and are willing and able to serve, seniority in title
controls initial appointment. If, in the same manner, the Corporate Secretary or
Treasurer cannot be located or is unable to assume or continue normal duties,
the responsibilities attached thereto shall, in like manner as described
immediately above, be assumed by any Executive Vice President, Senior Vice
President, or Vice President. Any officer assuming authority and position
hereunder shall continue to serve until the earlier of his resignation or the
elected officer or a more senior officer shall become available to perform the
duties of the position of Chief Executive Officer, Corporate Secretary, or
Treasurer.
SECTION 4. Certification of Authority. In the event of a national
emergency or disaster which directly and severely affects the operations of the
Corporation, anyone dealing with this Corporation shall accept a certification
by the Corporate Secretary or any three officers that a specified individual is
acting as Chairman of the Board, Chief Executive Officer, President, Corporate
Secretary, or Treasurer, in accordance with these Bylaws; and that anyone
accepting such certification shall continue to consider it in force until
notified in writing of a change, such notice of change to carry the signature of
the Corporate Secretary or three officers of the Corporation.
SECTION 5. Alternative Locations. In the event of a national emergency
or disaster which destroys, demolishes, or renders the Corporation's offices or
facilities unserviceable, or which causes, or in the judgment of the Board of
Directors or the Executive Committee probably will cause, the occupancy or use
thereof to be a clear and imminent hazard to personal safety, the Corporation
shall temporarily lease or acquire sufficient facilities to carry on its
business as may be designated by the Board of Directors. Any temporarily
relocated place of business of this Corporation shall be returned to its legally
authorized location as soon as practicable and such temporary place of business
shall then be discontinued.
SECTION 6. Amendments to Article IX. At any meeting called in
accordance with Section 2 of this Article IX, the Board of Directors or
Executive Committee, as the case may be, may modify, amend or add to the
provisions of this Article IX so as to make any provision that may be practical
or necessary for the circumstances of the emergency.
ARTICLE X
BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS
All of the requirements of Article 11A of the Georgia Business
Corporation Code (currently codified in Sections 14-2-1131 through 14-2-1133
thereof), as may be in effect from time to time (the
16
<PAGE>
"Business Combination Statute"), shall apply to all "business combinations" (as
defined in Section 14-2- 1131 of the Georgia Business Corporation Code)
involving the Corporation. The requirements of the Business Combination Statute
shall be in addition to the requirements of Article XI of the Corporation's
Articles of Incorporation. Nothing contained in the Business Combination Statute
shall be deemed to limit the provisions contained in Article XI of the
Corporation's Articles of Incorporation, and nothing contained in Article XI of
the Corporation's Articles of Incorporation shall be deemed to limit the
provisions contained in the Business Combination Statute.
ARTICLE XI
INSPECTION OF BOOKS AND RECORDS
The Board of Directors shall determine whether and to what extent the
accounts and books of the Corporation, or any of them, other than the share
records, shall be open to the inspection of shareholders, and no shareholder
shall have any right to inspect any account or books or document of the
Corporation except as conferred by law or by resolution of the shareholders or
the Board of Directors. Without prior approval of the Board of Directors in
their discretion, the right of inspection set forth in Section 14-2-1602(c) of
the Georgia Business Corporation Code shall not be available to any shareholder
owning two (2%) percent or less of the shares outstanding.
17
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
EXHIBIT 10.9
SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE AS OF AUGUST 13, 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C> <C>
ss. 1. ESTABLISHMENT AND PURPOSE................................................................................1
ss.2. DEFINITIONS..............................................................................................1
2.1 Affiliate.......................................................................................1
2.2 Code............................................................................................1
2.3 Committee.......................................................................................1
2.4 ERISA...........................................................................................1
2.5 Excess Benefit..................................................................................2
2.6 Other Retirement Arrangement....................................................................2
2.7 Other Retirement Arrangement Benefit............................................................2
2.8 Participant.....................................................................................2
2.9 Plan............................................................................................2
2.10 Retirement Date.................................................................................2
2.11 Retirement Plan.................................................................................2
2.12 SERP Average Compensation.......................................................................2
2.13 SERP Benefit....................................................................................2
2.14 SERP Compensation...............................................................................5
2.15 SERP Service....................................................................................5
2.16 SunTrust........................................................................................5
2.17 Special Survivor Benefit........................................................................5
2.18 TNC SERP........................................................................................5
2.19 TNC SERP Benefit................................................................................5
2.20 Vested Date.....................................................................................6
ss. 3. PARTICIPATION............................................................................................6
ss. 4. SERP BENEFIT and TNC SERP BENEFIT........................................................................7
4.1 Timing and Amount...............................................................................7
(a) Normal or Delayed Retirement Benefit...................................................7
(b) Early Retirement Benefit...............................................................7
(1) General.......................................................................7
(2) Reductions....................................................................7
(c) Termination Before Vested Date.........................................................8
(d) Special Disability Assumption for SERP Benefit.........................................8
4.2 Form of Benefit.................................................................................8
(a) Normal Form............................................................................8
(b) Other Benefit Forms....................................................................9
4.3 Survivor Benefit................................................................................9
</TABLE>
-i-
<PAGE>
<TABLE>
<S> <C> <C> <C>
(a) General................................................................................9
(b) Form of Survivor Benefit...............................................................9
(c) Lump Sum Benefit for Spouse...........................................................10
(d) Lump Sum for Non-Spouse Beneficiary...................................................12
(e) Timing................................................................................12
(f) No Post-Retirement Survivor Benefits..................................................12
(g) Special Survivor Benefits.............................................................12
ss. 5. OTHER RETIREMENT ARRANGEMENT BENEFIT..................................................................13
ss. 6. RELEASE, NO COMPETITION AND FORFEITURE................................................................13
ss. 7. SOURCE OF BENEFIT PAYMENTS............................................................................14
ss. 8. NOT A CONTRACT OF EMPLOYMENT..........................................................................14
ss. 9. NO ALIENATION OR ASSIGNMENT...........................................................................15
ss. 10. ERISA.................................................................................................15
ss. 11. ADMINISTRATION, AMENDMENT AND TERMINATION.............................................................15
ss. 12. CONSTRUCTION..........................................................................................16
ss. 13. CHANGE IN CONTROL.....................................................................................16
13.1 Purpose........................................................................................16
13.2 Definitions....................................................................................16
(a) Affiliate.............................................................................16
(b) Change in Control.....................................................................16
(c) Termination for Cause.................................................................18
(d) Termination for Good Reason...........................................................18
13.3 Application....................................................................................19
13.4 Benefit Calculation and Payment................................................................19
(a) SERP Benefit..........................................................................19
(b) Welfare Benefit.......................................................................21
13.5 No Amendment...................................................................................24
13.6 Denial of Claim for Benefits...................................................................24
ss. 14. EXECUTION.............................................................................................25
</TABLE>
-ii-
<PAGE>
SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE AS OF AUGUST 13, 1996
ss. 1.
ESTABLISHMENT AND PURPOSE
SunTrust Banks, Inc. hereby amends and restates the SunTrust Banks,
Inc. Supplemental Executive Plan as last amended and restated effective as of
February 13, 1990 in the form of this SunTrust Banks, Inc. Supplemental
Executive Retirement plan effective as of August 13, 1996. The Plan is
maintained to provide a minimum level of post retirement income for certain key
executives of SunTrust and its Affiliates in addition to those benefits provided
to them under the SunTrust Banks, Inc. Retirement Plan and the SunTrust Banks,
Inc. ERISA Excess Retirement Plan. This Plan is intended to better enable
SunTrust to recruit and retain exemplary key executives.
ss. 2.
DEFINITIONS
The following capitalized terms will have the meanings set forth in
this ss. 2 whenever such capitalized terms are used throughout this Plan:
2.1 Affiliate - means an "affiliate" as defined in ss. 13.2(a).
2.2 Code - means the Internal Revenue Code of 1986, as amended.
2.3 Committee - means the Compensation Committee of the Board of
Directors of SunTrust.
2.4 ERISA - means the Employee Retirement Income Security Act of
1974, as amended.
-1-
<PAGE>
2.5 Excess Benefit - means as of any date for each Participant who is
also a participant in the SunTrust Banks, Inc. ERISA Excess Retirement Plan, the
benefit payable to or on behalf of such Participant under that plan.
2.6 Other Retirement Arrangement - means any plan, program, arrangement
or agreement maintained by SunTrust or an Affiliate as described in Exhibit A to
this Plan.
2.7 Other Retirement Arrangement Benefit - means for each Participant
who is eligible for a benefit under any Other Retirement Arrangement the
benefits under which are paid from the general assets of SunTrust or an
Affiliate, the benefit payable to that Participant under that Other Retirement
Arrangement.
2.8 Participant - means each key executive of SunTrust or an
Affiliate described in ss. 3.
2.9 Plan - means this SunTrust Banks, Inc. Supplemental Executive
Retirement Plan, as amended (or as amended and restated) from time to time.
2.10 Retirement Date - means for each Participant, the date he or
she reaches age 65.
2.11 Retirement Plan - means the SunTrust Banks, Inc. Retirement
Plan as amended and restated effective as of January 1, 1989 and as thereafter
amended.
2.12 SERP Average Compensation - means for each Participant, 12 times
the arithmetic average of such Participant's monthly SERP Compensation for the
60 consecutive months of employment completed immediately before the date as of
which his or her SERP Benefit is determined.
2.13 SERP Benefit - (a) General. SERP Benefit means for each
Participant who is designated by the Committee as eligible for a SERP Benefit
under this Plan, an annual benefit
-2-
<PAGE>
payable in accordance with ss. 4 on or after such Participant's Retirement Date
in the form of a life only annuity which is equal to the following:
(60% x SERP Average Compensation) - (A + B + C + D + E).
For purposes of this formula,
A = such Participant's annual Social Security benefit at age 65;
B = such Participant's annual Retirement Plan benefit, if any;
C = such Participant's annual Excess Benefit, if any;
D = such Participant's annual TNC SERP Benefit, if any; and
E = such Participant's annual Other Retirement Arrangement Benefit,
if any.
If the benefit payable under A through E is payable in a form other than a life
only annuity or such benefit is payable at a time other than the date as of
which the SERP Benefit is paid, such benefit will be converted to a life only
annuity payable as of the same date as the SERP Benefit using the actuarial
factors then in effect to make such conversions under the Retirement Plan. The
amount of the SERP Benefit payable to or on behalf of a Participant initially
will be determined at the time as of which such benefit is scheduled to be paid
under ss. 4 (the "initial determination"). The initial SERP Benefit will be
recalculated once, in the year following the year the SERP Benefit is paid or
begins to be paid, using the same assumptions in effect and the Participant's
age at the initial determination in order to include as SERP Compensation any
amounts that should have been included as SERP Compensation, but were not known
at the time of the initial determination. The initial SERP Benefit will be
adjusted once to reflect any increase due as a result of the recalculation. The
adjustment will be paid made in the same form that the initial SERP Benefit was
paid (or is being paid) to the Participant.
-3-
<PAGE>
(b) Special Lump Sum Calculation. Notwithstanding the
foregoing, this paragraph shall apply for purposes of calculating the SERP
Benefit payable to or on behalf of the executives designated in Exhibit B
attached to this Plan if such SERP Benefit is paid in a lump sum. The amount of
the SERP Benefit payable to or on behalf of any such Participant will equal the
present value of 60% of the Participant's SERP Average Compensation less the sum
of A + B + C + D where,
A = the present value of such Participant's annual Social Security
benefit at age 65;
B = the lump sum benefit paid to such Participant under the
Retirement Plan or, if the Participant's benefit under the Retirement
Plan is not paid in a lump sum, the amount that would have been
payable to such Participant as a lump sum under the Retirement Plan;
and
C = such Participant's Excess Benefit, or, if the Excess Benefit
is not paid in a lump sum, the amount that would have been
payable if the Participant's Excess Benefit had been if paid
in a lump sum; and
D = the present value of such Participant's TNC SERP Benefit.
For purposes of this ss. 2.13(b), "present value" is determined using
the same interest rate and mortality assumptions used for calculating lump sum
payments under the Retirement Plan as in effect on December 31, 1995, including
the interest rate published by the Pension Benefit Guaranty Corporation
("PBGC"), and when the PBGC rate is no longer published, the interest rate will
be (a) the rate that would be used to calculate a lump sum paid from the
Retirement Plan less (b) the average monthly difference between the PBGC rate
and the Retirement Plan rate for the 5 year period ending on June 30, 2000.
-4-
<PAGE>
2.14 SERP Compensation - means a Participant's monthly compensation
from SunTrust and each Affiliate which is attributable to such Participant's
(a) base salary,
(b) cash bonuses, and
(c) employee elective deferrals and nonelective deferrals
made on his or her behalf under the plans designated
by the Committee from time to time in Exhibit C and
which is calculated in accordance with such administrative
rules as may be established from time to time by the
Committee.
2.15 SERP Service - means a Participant's full months of "service"
under the Retirement Plan (including his "prior benefit service" under the
Retirement Plan).
2.16 SunTrust - means SunTrust Banks, Inc. or any successor to
SunTrust Banks, Inc.
2.17 Special Survivor Benefit - means for each Participant
identified in Exhibit D, the survivor benefit described in Exhibit D, which is
payable as a result of his death.
2.18 TNC SERP - means the Third National Corporation Supplemental
Executive Retirement Plan as in effect immediately before October 15, 1987
which is attached to this Plan as Exhibit E.
2.19 TNC SERP Benefit - means for each Participant who was a
Participant in the TNC SERP on October 15, 1987 and who is not covered by an
Other Retirement Arrangement which provides for payment of benefits under the
TNC SERP, such Participant's annual benefit under ss. 3.1 of the TNC SERP as
determined as of October 15, 1987 multiplied by a fraction, the numerator of
which is such Participant's "service" under the TNC SERP as of October 15, 1987
and the denominator of which is the "service" such Participant would have had at
age 65 if he or she had
-5-
<PAGE>
continued in employment with Third National Corporation or its affiliates. Such
benefit will be payable in accordance with ss. 4 on or after such Participant's
Retirement Date in the form of a life only annuity.
2.20 Vested Date - means
(a) for a TNC SERP Benefit, the date a Participant reaches age
55 and completes 10 years of "service" under the Retirement Plan (including his
or her "prior service" under the Retirement Plan);
(b) for a SERP Benefit, the date a Participant completes
10 years of SERP Service and reaches age 60; and
(c) for an Other Retirement Arrangement Benefit, the date a
Participant is "vested" in his or her benefit under that arrangement.
ss. 3.
PARTICIPATION
Each key executive of SunTrust or an Affiliate who is eligible for one
or more benefits under this Plan will be a Participant in this Plan to the
extent of the benefits for which he or she is eligible and will remain a
Participant until all such benefits are paid to or on behalf of such Participant
in accordance with ss. 4 or forfeited in accordance with ss. 6.
The Committee will designate those key executives who are eligible for
a SERP Benefit. The Committee in its absolute discretion may revoke any such
designation at any time but no such revocation will be applied retroactively to
deprive an individual of benefits accrued under this Plan to the date of such
revocation. Eligibility for an Other Retirement Arrangement Benefit will depend
upon the terms of the applicable Other Retirement Arrangement. An executive will
be eligible for
-6-
<PAGE>
a TNC SERP Benefit if such executive was a participant in the TNC SERP on
October 15, 1987 and is not eligible for an Other Retirement Arrangement Benefit
which provides for payment of benefits attributable to the TNC SERP.
ss. 4.
SERP BENEFIT and TNC SERP BENEFIT
4.1 Timing and Amount.
(a) Normal or Delayed Retirement Benefit. If a Participant
terminates employment with SunTrust and all Affiliates on or after such
Participant's Retirement Date, the entire vested benefit, if any, to which such
Participant is entitled under this Plan (except an Other Retirement Arrangement
Benefit) automatically will be paid to such Participant in the form described in
ss. 4.2 beginning as soon as practicable following the date such Participant
terminates employment with SunTrust and all Affiliates.
(b) Early Retirement Benefit.
(1) General. If a Participant terminates employment
with SunTrust and all Affiliates on or after such Participant's Vested
Date but before his or her Retirement Date, such Participant's entire
vested benefit, if any, under this Plan (except an Other Retirement
Arrangement Benefit) will be determined (taking into account the
reductions under ss. 4.1(b) (2)) as of the date he or she terminates
employment. Such benefit automatically will be paid to such Participant
beginning as soon as practicable following the date he or she
terminates employment.
(2) Reductions. The TNC SERP Benefit, if any,
payable to a Participant under this ss. 4.1 will be reduced in
accordance with the terms of the TNC SERP. For
-7-
<PAGE>
purposes of determining the SERP Benefit payable to a Participant
before his or her Retirement Date, the product of 60% and his or her
SERP Average Compensation will be reduced by a fraction, the numerator
of which is such Participant's SERP Service as of the date he or she
terminates employment and the denominator of which is the SERP Service
such Participant would have had if he or she had continued in
employment until such Participant's Retirement Date.
(c) Termination Before Vested Date. Except to the extent a
survivor benefit is payable on behalf of a Participant under ss. 4.3, no benefit
will be payable to or on behalf of a Participant who terminates employment with
SunTrust and all Affiliates before the Vested Date for that particular benefit.
(d) Special Disability Assumption for SERP Benefit. If a
Participant who is "totally and permanently disabled" (as described in the
Retirement Plan) terminates employment with SunTrust and all Affiliates as a
result of such disability, then the amount of the SERP Benefit payable to such
Participant will be calculated using the same service and compensation
assumptions that are used to calculate the Participant's benefit under the
Retirement Plan. If such a Participant is eligible for a "disability retirement
benefit" (as described in the Retirement Plan) under the Retirement Plan,
payment of the Participant's SERP Benefit automatically will be paid or begin to
be paid at the same time as his or her disability retirement benefit under the
Retirement Plan.
4.2 Form of Benefit
(a) Normal Form. Except as provided in ss. 4.2(b), a
Participant's entire vested benefit under this Plan will be paid in a lump sum
benefit which is actuarially equivalent (using the actuarial factors then in
effect under the Retirement Plan to make such conversion) to the benefit that
-8-
<PAGE>
would have been paid to such Participant in the form of a life only annuity.
Notwithstanding the foregoing, if a lump sum is payable to a Participant
designated in Exhibit B, it will be calculated in accordance with ss. 2.13(b).
(b) Other Benefit Forms. A Participant may make a written
election to have his or her entire vested benefit paid in any form of benefit
available under the Retirement Plan and such benefit will be paid in the form
specified in the Participant's most recent election, which was made at least one
year before his or her benefit begins to be paid under this Plan. If the
election was not made at least one year before the date benefits would begin,
the benefit will be paid in a lump sum. Any benefit paid in a form other than a
life only annuity will be actuarially equivalent (using the actuarial factors
then in effect under the Retirement Plan to make such conversion) to the benefit
that would have been paid to such Participant in the form of a life only
annuity.
4.3 Survivor Benefit
(a) General. If a Participant who is eligible for a SERP
Benefit (determined without regard to whether he or she is vested) dies before
he or she terminates employment with SunTrust and all Affiliates and, as a
result of such Participant's death, a survivor benefit is payable under the
Retirement Plan, then a survivor income benefit automatically will be payable on
such deceased Participant's behalf under this Plan in the amount, form and
timing described in this ss. 4.3. Such survivor benefit will be paid to the
person, if any, who is such Participant's lawful spouse or, if the Participant
was single at his or her death, to the person who is designated as his or her
"beneficiary" under the Retirement Plan, and who survives him.
(b) Form of Survivor Benefit. The survivor benefit will be
paid in a lump sum.
-9-
<PAGE>
(c) Lump Sum Benefit for Spouse. The survivor benefit payable
to a spouse under this Plan will be calculated as follows:
(1) Step One - Determine 60% of the Participant's
SERP Average Compensation.
(2) Step Two - Determine the time as of which the
benefit would have been paid to the Participant, which is the later of
the date the Participant would have reached age 55 or his or her date
of death ("Annuity Commencement Date"), and reduce the amount
determined under Step One for early commencement, if applicable, as
follows:
(i) If the Annuity Commencement Date is
before the date the Participant would have reached age 65, the
amount determined under Step One above will be reduced by a
fraction, the numerator of which is the Participant's SERP
Service as of the date of his or her death and the denominator
of which is the SERP Service the Participant would have had if
he or she had survived and continued in employment until his
or her Retirement Date, and
(ii) If the Annuity Commencement Date is
before the date the Participant would have reached age 60, the
amount determined in Step One as reduced in Step Two (i) above
will be reduced further using the factors then in effect to
reduce early retirement benefits under the Retirement Plan.
(3) Step Three - Convert the amount determined under
Step Two above to a 100% joint and survivor annuity payable monthly as
of the Annuity Commencement Date based on the age the surviving spouse
and the Participant would have attained as of the Annuity Commencement
Date.
-10-
<PAGE>
(4) Step Four - Determine the time as of which the
benefit will be paid under ss. 4.3(e) and convert the survivor benefit
determined under Step Three to a lump sum using the actuarial factors
then in effect under the Retirement Plan to make such conversion or, if
applicable, the factors under ss. 2.13(b).
(5) Step Five - Reduce the amount determined in Step
Four above by the sum of (A + B + C + D + E), where
A = the present value of the Social
Security survivor benefit that would
have been payable to the spouse
based on the Participant's
employment when the Participant
would have reached age 65;
B = the lump sum survivor benefit
payable to such spouse under the
Retirement Plan or, if the survivor
benefit under the Retirement Plan is
not paid in a lump sum, the amount
that would have been payable to such
spouse as a lump sum under the
Retirement Plan;
C = the survivor benefit payable to
the surviving spouse under the
SunTrust Banks, Inc. ERISA Excess
Retirement Plan ("Excess Plan"), or,
if the survivor benefit under the
Excess Plan is not paid in a lump
sum, the amount that would have been
payable to such spouse if the
survivor benefit under the Excess
Plan had been paid in a lump sum;
-11-
<PAGE>
D = the present value of the survivor
benefit payable under the TNC SERP,
if any; and
E = the present value of the survivor
benefit payable under any Other
Retirement Arrangement, if any.
"Present value" is determined using the actuarial factors then in effect under
the Retirement Plan to calculate lump sums or, if applicable, the factors under
ss. 2.13(b).
(d) Lump Sum for Non-Spouse Beneficiary. If the survivor
benefit is payable to a non-spouse beneficiary, it will be calculated in the
same manner as the survivor benefit under ss. 4.3(c) by substituting the
non-spouse beneficiary for the spouse except that the conversion to a 100% joint
and survivor annuity in Step Three and to an actuarially equivalent lump sum
under Steps Four and Five of ss. 4.3(c) will be based on the assumption that the
beneficiary is the same age as the Participant.
(e) Timing. The survivor benefit payable under this ss. 4.3
will be paid to a deceased Participant's spouse or beneficiary as soon as
practicable after the Participant's death.
(f) No Post-Retirement Survivor Benefits. No survivor benefit
will be paid on behalf of a Participant who dies after he or she begins
receiving benefits under this Plan except to the extent such survivor benefit is
payable under the form of benefit being paid to the Participant at his or her
death.
(g) Special Survivor Benefits. Any Special Survivor Benefits
payable on behalf of a deceased Participant will be paid to such person, in such
amount, at such time and in such form as described in Exhibit D to this Plan
except to the extent such benefit expressly provides for payment in accordance
with ss. 4 of this Plan.
-12-
<PAGE>
ss. 5.
OTHER RETIREMENT ARRANGEMENT BENEFIT
If a Participant who is eligible for an Other Retirement Arrangement
Benefit terminates employment with SunTrust and all Affiliates on or after such
Participant's Vested Date for such benefit, his or her eligibility for and the
form, amount and timing of the Other Retirement Arrangement Benefit, if any, to
which such Participant is entitled and the eligibility for and the form, amount
and timing of any survivor benefits payable on such Participant's behalf under
such Other Retirement Arrangement shall be determined under the terms of such
Other Retirement Arrangement except to the extent that such arrangement
expressly provides for payment in accordance with ss. 4 of this Plan.
ss. 6.
RELEASE, NO COMPETITION AND FORFEITURE
The Committee, in its sole discretion, may make any payments under this
Plan subject to such terms and conditions as the Committee deems appropriate
under the circumstances to protect the interests of SunTrust, including
requiring the payee to execute a release satisfactory to the Committee. Further,
the Committee in its discretion may suspend any benefits payable under this Plan
upon reemployment with SunTrust or an Affiliate and may forfeit entirely any
benefits payable under this Plan
(a) if an individual (after 30 days' written notice) fails to
cease any activity or relationship which the Committee reasonably
determines to be against the best interests of SunTrust,
-13-
<PAGE>
(b) if an individual's employment by SunTrust or an Affiliate
is terminated as a result of conduct which the Committee reasonably
determines either might have violated any applicable civil or criminal
law or did violate the code of conduct for officers and employees of
SunTrust or such Affiliate, or
(c) if an individual institutes any action against SunTrust or
an Affiliate. Forfeiture under this ss. 6 shall be in addition to any other
remedies which may be available to SunTrust or an Affiliate at law or in equity.
This ss. 6 shall not apply to any Participant to whom ss.13 applies.
ss. 7.
SOURCE OF BENEFIT PAYMENTS
All benefits payable under the terms of this Plan shall be paid by
SunTrust from its general assets. No person shall have any right or interest or
claim whatsoever to the payment of a benefit under this Plan from any person
whomsoever other than SunTrust, and no Participant or beneficiary shall have any
right or interest whatsoever to the payment of a benefit under this Plan which
is superior in any manner to the right of any other general and unsecured
creditor of SunTrust.
ss. 8.
NOT A CONTRACT OF EMPLOYMENT
Participation in this Plan does not grant to any individual the right
to remain an employee of SunTrust or any Affiliate for any specific term of
employment or in any specific capacity or at any specific rate of compensation.
-14-
<PAGE>
ss. 9.
NO ALIENATION OR ASSIGNMENT
A Participant, a spouse or a beneficiary under this Plan shall have no
right or power whatsoever to alienate, commute, anticipate or otherwise assign
at law or equity all or any portion of any benefit otherwise payable under this
Plan, and SunTrust shall have the right, in the event of any such action, to
suspend temporarily or terminate permanently the payment of benefits to, or on
behalf of, any Participant, spouse or beneficiary who attempts to do so.
ss. 10.
ERISA
SunTrust intends that this Plan come within the various exceptions and
exemptions to ERISA for a plan maintained for a "select group of management or
highly compensated employees" as described in ERISA ss.ss. 201(2), 301(a) (3),
and 401(a) (1), and any ambiguities in this Plan shall be construed to effect
that intent.
ss. 11.
ADMINISTRATION, AMENDMENT AND TERMINATION
The Committee shall have all powers necessary to administer this Plan,
to amend this Plan from time to time in any respect whatsoever and to terminate
this Plan at any time; provided, however, that any such amendment or termination
shall not be applied retroactively to deprive a Participant of benefits accrued
under this Plan to the date of such amendment or termination. The Committee also
shall have the power to delegate the exercise of all or any part of such powers
to such other person or persons as the Committee deems appropriate under the
circumstances. This Plan shall be binding on any successor in interest to
SunTrust.
-15-
<PAGE>
ss. 12.
CONSTRUCTION
The headings and subheadings set forth in this Plan are intended for
convenience only and have no substantive meaning whatsoever. In the construction
of this Plan, the singular shall include the plural. This Plan will be construed
in accordance with the laws of the State of Georgia.
ss. 13.
CHANGE IN CONTROL
13.1 Purpose. The purpose of this ss. 13 is to provide for an increase
in the SERP Benefit payable under this Plan to a Participant who is adversely
affected by a Change in Control of SunTrust and thus to encourage each
Participant to continue to work for SunTrust in the face of a possible Change in
Control and to continue while doing so to act in the best interests of SunTrust
and its shareholders.
13.2 Definitions. The following terms shall have the meaning set forth
opposite such terms for purposes of this ss. 13:
(a) Affiliate - means as of any date any organization which is
a member of a controlled group of corporations (within the meaning of Code ss.
414(b)) which includes SunTrust or a controlled group of trades or businesses
(within the meaning of Code ss. 414(c)) which includes SunTrust.
(b) Change in Control - means a "change in control" of
SunTrust of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934 ("34 Act") as in effect on November 14, 1989, provided that such a
change in control shall be deemed to have occurred at such time as (i) any
-16-
<PAGE>
"person" (as that term is used in Sections 13(d) and 14(d) (2) of the 34 Act),
is or becomes the beneficial owner (as defined in Rule 13d-3 under the 34 Act)
directly or indirectly, of securities representing 20% or more of the combined
voting power for election of directors of the then outstanding securities of
SunTrust or any successor of SunTrust; (ii) during any period of two consecutive
years or less, individuals who at the beginning of such period constitute the
Board cease, for any reason, to constitute at least a majority of the Board,
unless the election or nomination for election of each new director was approved
by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period; (iii) the shareholders of SunTrust
approve any merger, consolidation or share exchange as a result of which the
common stock of SunTrust shall be changed, converted or exchanged (other than a
merger with a wholly-owned subsidiary of SunTrust) or any dissolution or
liquidation of SunTrust or any sale or the disposition of 50% or more of the
assets or business of SunTrust; or (iv) the shareholders of SunTrust approve any
merger or consolidation to which SunTrust is a party or a share exchange in
which SunTrust shall exchange its shares for shares of another corporation as a
result of which the persons who were shareholders of SunTrust immediately prior
to the effective date of the merger, consolidation or share exchange shall have
beneficial ownership of less than 50% of the combined voting power for election
of directors of the surviving corporation following the effective date of such
merger, consolidation or share exchange; provided, however, and not withstanding
the occurrence of any of the events previously described in this definition,
that no "change in control" shall be deemed to have occurred under this
definition if, prior to such time as a "change in control" would otherwise be
deemed to have occurred under this definition, the Board determines otherwise.
-17-
<PAGE>
(c) Termination for Cause - means a termination of employment
which is made primarily because of (i) the "willful" and continued failure of a
Participant to perform satisfactorily the duties consistent with such
Participant's title and position reasonably required of him or her by the Board
or supervising management (other than by reason of his or her incapacity due to
a physical or mental illness) after a written demand for substantial performance
of such duties is delivered to such Participant by the Board or supervising
management, where such written demand shall specifically identify the manner in
which the Board or supervising management believes such Participant has failed
to satisfactorily perform his or her duties and where no act or failure to act
shall be deemed "willful" under this definition unless done, or omitted to be
done, not in good faith and without a reasonable belief that the act or omission
was in the best interests of SunTrust or any Affiliate, (ii) the commission by a
Participant of a felony, or the perpetration by a Participant of a dishonest act
or common law fraud against SunTrust or any Affiliate or (iii) any other willful
act or omission which is materially injurious to the financial condition or
business reputation of SunTrust or any Affiliate.
(d) Termination for Good Reason - means a termination made
primarily because of (i) a failure to elect or reelect or to appoint or to
reappoint a Participant to, or the removal of a Participant from, the position
which he or she held with SunTrust or any Affiliate on the date of a Change in
Control, (ii) a substantial change by the Board or supervising management in a
Participant's functions, duties or responsibilities, which change would cause
such Participant's position with SunTrust or any Affiliate to become of less
dignity, responsibility, importance or scope than the position held by the
Participant on the date of a Change in Control or (iii) a substantial
-18-
<PAGE>
reduction of a Participant's annual compensation from the level in effect on the
date of a Change in Control or from any level established thereafter with the
consent of such Participant.
13.3 Application. This ss. 13 shall apply to a Participant if
(a) there is a Change in Control of SunTrust,
(b) such Participant's employment with SunTrust or any
Affiliate terminates (other than by reason of a transfer between or among
SunTrust and any Affiliate) at any time before the third anniversary of the date
of such Change in Control, and
(c) such termination of the Participant's employment is either
(i) involuntary on the part of the Participant and
does not result from his or her death or disability (as
defined in Code ss. 22(e) (3)) and does not constitute a
Termination for Cause, or
(ii) voluntary on the part of the Participant and
constitutes a Termination for Good Reason.
13.4 Benefit Calculation and Payment.
(a) SERP Benefit. If this ss. 13 applies to a Participant, his
or her SERP Benefit shall be calculated and paid in accordance with the
following special rules--
(1) such Participant's SERP Average Compensation
shall be treated as his or her highest SERP Compensation for any 12
consecutive month period during the 60 consecutive month period which
ends immediately before the termination of such Participant's
employment which is described in ss. 13.3.
(2) such Participant's SERP Service automatically
shall be increased by the lesser of
-19-
<PAGE>
(i) 36 full months or
(ii) the number of months between his or her
Retirement Date and the date of the termination of his or her
employment which is described in ss. 13.3.
(3) such Participant's Vested Date shall mean
the first date this ss.13 applies to him or her.
(4) such Participant's entire SERP benefit under this
Plan (as calculated after taking into account the special rules set
forth in ss. 13.4(a) (1) through ss. 13.4(a) (3)) shall be paid to him
in a lump sum as soon as practicable after the termination of his
employment described in ss. 13.3, and the actuarial equivalent factors
used to compute such lump sum shall be the actuarial equivalent factors
in effect under the Retirement Plan on the date of the Change in
Control or, if more favorable to the Participant, the factors in effect
under the Retirement Plan (or any successor to such plan) as in effect
as of the date of the termination of his or her employment described in
ss. 13.3; provided, however, that a lump sum benefit payable to a
Participant designated in Exhibit B shall be calculated (after taking
into account the special rules set forth in ss. 13.4(a)(1) through ss.
13.4(a)(3)) in accordance with ss. 2.13(b) and; further provided, that
if such termination of employment comes before the date the Participant
reaches age 60, the lump sum payment called for under this ss. 13.4(a)
(4) shall be reduced by .25% of such benefit for each full calendar
month that the actual payment of such benefit precedes the month in
which the Participant will reach age 60.
-20-
<PAGE>
(b) Welfare Benefit.
(1) If this ss. 13 applies to a Participant, such
Participant's Welfare Benefit (as defined in ss. 13.4(b) (2)) shall
continue to be provided to the Participant in accordance with the
following rules--
(i) unless, and until, the Participant
otherwise expressly consents in writing, his or her Welfare
Benefit shall continue in effect under exactly the same terms
and conditions as in effect on his or her Applicable Date,
which date shall be either the day before (A) the date of the
termination of his or her employment which is described in ss.
13.3 or (B) if all, or any part of, his or her Welfare Benefit
is reduced at any time during the one year period immediately
before the date of such termination of his or her employment
and such reduction did not apply to all, or substantially all,
employees of SunTrust and its Affiliates, the date any such
reduction first became effective, whichever date is
applicable,
(ii) such Welfare Benefit shall continue
throughout the two consecutive year period immediately
following the date of the termination of the Participant's
employment which is described in ss. 13.3 as if he or she
remained an active employee throughout such period unless the
Participant reaches age 65 during such two year period, in
which event SunTrust shall have the right to prospectively
adjust his or her Welfare Benefit for the remainder of such
two year period to the extent such benefit would have been
adjusted (under the terms and conditions of the Welfare
Benefit as in effect on the Applicable Date) if the
Participant had retired as
-21-
<PAGE>
a SunTrust employee after the end of the calendar month which
includes the date he or she reaches age 65,
(iii) if participant contributions are
required as a condition to receive a Welfare Benefit, the
Participant shall be required to continue to make such
contributions (at the rates called for on the Applicable Date
for the level of the Welfare Benefit provided in accordance
with ss. 13.4(b)(l)(ii)); provided, however, (A) if a
Participant fails to make any such required contributions for
any part of his or her Welfare Benefit, SunTrust shall have
the right to terminate only such part of his or her Welfare
Benefit and, further, shall have that right only after
following all of the policies and procedures for such a
termination which would have been followed on the Applicable
Date for such a termination and (B) if a Participant makes the
contributions required as a condition to participate in any
plan, fund or program which is maintained by SunTrust or an
Affiliate and the benefits paid under such plan, fund or
program can reduce or offset a Welfare Benefit under ss.
13.4(b)(l)(iv), the Participant shall have the right to reduce
the contributions required under this ss. 13.4(b)(l)(iii) by
the contributions he or she makes as a condition to
participate in such other plan, fund or program, and
(iv) if a Participant or one of his or her
dependents elects health care continuation coverage under Code
ss. 4980B or any successor to such section or elects retiree
coverage under any plan, fund or program maintained by
SunTrust or an Affiliate which provides welfare benefits (as
defined in ss. 3(l) of ERISA) ("COBRA or Retiree Coverage") or
a Participant is covered under a plan, fund or
-22-
<PAGE>
program which provides Welfare Plan type benefits and which is
maintained by a person who employs him or her after the date
described in ss. 13.3 on which such Participant's employment
terminates ("Other Employer Plan Coverage") and a Welfare
Benefit is payable for precisely the same reason as a benefit
under such COBRA or Retiree Coverage or Other Employer Plan
Coverage, the Participant shall have the duty to so advise
SunTrust in writing (in accordance with such reasonable rules
as SunTrust shall establish and clearly communicate in writing
to the Participant) and SunTrust shall have the right to apply
the coordination of benefit rules, if any, to which the
payment of such Welfare Benefit would be subject based on the
coverage provided under ss. 13.4(b)(l)(ii) or, if there are no
such coordination of benefit rules, to offset such Welfare
Benefit by the corresponding benefit paid under such COBRA or
Retiree Coverage or Other Employer Plan Coverage; provided, if
the two benefits are paid in different benefit payment forms,
SunTrust shall compute such offset using fair and reasonable
actuarial assumptions.
(2) The term "Welfare Benefit" for purposes of this
ss. 13.4(b) shall mean all the benefits available under or through
(i) any life insurance contract or
contracts maintained by SunTrust or an Affiliate which cover
the Participant,
(ii) any plan, fund or program maintained by
SunTrust or an Affiliate which provides medical, dental and
vision care benefits (or any one, or more than one, of such
benefits) to the Participant or to the Participant and his or
her dependents, and
-23-
<PAGE>
(iii) any plan, fund or program maintained
by SunTrust or an Affiliate which provides long term
disability benefits or disability related benefits to, or on
behalf of, the Participant.
13.5 No Amendment. If there is a "Change in Control" of SunTrust, no
amendment shall be made to this Plan thereafter which would adversely affect in
any manner whatsoever the benefit payable under this ss. 13 to any Participant
absent the express written consent of all Participants who might be adversely
affected by such amendment if this ss. 13 were, or could become, applicable to
such Participants, and SunTrust intends that each Participant rely on the
protections which SunTrust intends to provide through this ss. 13.5.
13.6 Denial of Claim for Benefits. If this ss. 13 applies to a
Participant and such Participant's claim for a benefit under this Plan is denied
in whole or in part, SunTrust shall reimburse such Participant for any
reasonable legal fees and related expenses, any court costs and any other
reasonable litigation and litigation support related fees or expenses which the
Participant actually incurs in challenging any such denial if either the
Committee or a court (in a final and nonappealable order) determines that the
Participant incurred such fees and expenses in good faith and that the
Participant's challenge was based on material and bona fide issue of fact or law
without regard to whether the challenge ultimately is resolved in favor of the
Participant. Furthermore, if any such reimbursement is treated as taxable income
to the Participant, SunTrust in addition shall indemnify and hold the
Participant harmless from any tax liability of any kind or description
whatsoever attributable to such reimbursement, including any interest and
penalties.
-24-
<PAGE>
ss. 14.
EXECUTION
IN WITNESS WHEREOF, SunTrust has caused this amended and restated
Plan to be executed by its duly authorized officers to evidence its adoption
hereof.
SUNTRUST BANKS, INC.
By:____________________________
Title:__________________________
Date:__________________________
(SEAL)
-25-
<PAGE>
EXHIBIT A
TO THE SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The following arrangements hereby are attached to and incorporated
into this Plan as Other Retirement Arrangements:
1. SERA between James H. Robinson and Sun Banks/South Florida,
National Association dated November 21, 1984.
-26-
<PAGE>
EXHIBIT B
TO THE SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
The following executives are entitled to the special lump sum
calculation described in ss. 2.13(b):
James B. Williams
John W. Spiegel
Edward P. Gould
L. Phillip Humann
Robert R. Long
John W. Clay, Jr.
Theodore J. Hoepner
-27-
<PAGE>
EXHIBIT C
TO THE SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SERP COMPENSATION
Employee elective deferrals under the following plans will be included in SERP
Compensation:
1. SunTrust Employee Benefit Plan,
2. SunTrust Banks, Inc. 401(k) Plan,
3. SunTrust Banks, Inc. 401(k) Excess Plan,
4. Any "management incentive plan" maintained by
SunTrust or an Affiliate and
5. Any "performance unit plan" maintained by SunTrust
or any Affiliate.
-28-
<PAGE>
EXHIBIT D
TO THE SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
SPECIAL SURVIVOR BENEFITS
The following survivor benefit arrangements hereby are
attached to and incorporated into this Plan as Special Survivor Benefits:
1. Preretirement Survivor Benefit for Mr. David Ramsay
and Mr. Robert Sudderth effective as of October 15, 1987.
-1-
<PAGE>
ATTACHMENT 1 TO EXHIBIT D OF THE
SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PRERETIREMENT SURVIVOR BENEFITS FOR
FORMER TNC SERP PARTICIPANTS
Notwithstanding any contrary provision, a preretirement survivor
benefit will be payable on behalf of Mr. David Ramsay or Mr. Robert Sudderth if
such individual dies before his 65th birthday, to the person, if any, who is his
lawful spouse and who survives him which benefit will be equal to the death
benefit which would have been payable to such individual's spouse under ss. 4.1
of the TNC SERP as in effect before October 15, 1987 and such survivor benefit
will be paid to such surviving spouse at the same time and in the same form as
provided under ss. 4.1 of the TNC SERP unless the Committee approves the payment
of the benefit in an actuarially equivalent lump sum (using the actuarial
factors then in effect under the Retirement Plan to make such conversion) as
soon as practicable after the death of the Participant.
-2-
<PAGE>
EXHIBIT E
TO THE SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
THIRD NATIONAL CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS EFFECTIVE BEFORE OCTOBER 15, 1987
-1-
<PAGE>
AMENDMENT TO
SUNTRUST BANKS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS
SUNTRUST BANKS, INC.
November 10, 1998
The SunTrust Banks, Inc. Supplemental Retirement Plan, effective as of
August 13, 1996, is hereby amended, effective as of November 10, 1998, as set
forth below.
1. Section 4.3 of the Plan is hereby deleted and a new Section 4.3 is
added which reads as follows:
4.3 Survivor Benefit
(a) General. If a Participant who is eligible for a SERP benefit
(determined without regard to whether he or she is vested) dies before he or she
terminates employment with SunTrust and all affiliates and, as a result of such
Participant's death, a survivor benefit is payable under the Retirement Plan,
then a survivor income benefit automatically will be payable on such deceased
Participant's behalf under this Plan in the amount, form and timing described in
this Section 4.3. Such survivor benefit will be paid to the Participant's
designated beneficiary as specified, or, in the absence of such written
designation or its ineffectiveness, then to his estate.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused this Amendment to be
executed by a duly authorized officer as of the day and year first above
written.
SUNTRUST BANKS, INC.
By: /s/ Mary T. Steele
----------------------------
Group Vice President
----------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<DESCRIPTION>EXHIBIT 10.10
<TEXT>
EXHIBIT 10.10
SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN
EFFECTIVE AS OF AUGUST 13, 1996
TABLE OF CONTENTS
Page
ss.1. ESTABLISHMENT AND PURPOSE...........................................1
ss.2. DEFINITIONS.........................................................1
2.1. Actuarial Equivalent or Actuarially Equivalent.............1
2.2 Affiliate..................................................3
2.3. Code.......................................................3
2.4. Committee..................................................3
2.5. ERISA......................................................3
2.6. Excess Benefit.............................................3
2.7. Participant................................................4
2.8. Plan.......................................................4
2.9. Normal Retirement Date.....................................4
2.10. Retirement Plan............................................4
2.11. SunTrust...................................................4
2.12. Vested Date................................................4
ss.3. PARTICIPATION.......................................................4
ss.4. EXCESS BENEFIT......................................................5
4.1. Timing and Amount..........................................5
(a) Normal or Delayed Retirement Benefit..............5
(b) Early Retirement Benefit..........................5
(1) General..................................5
(2) Reductions...............................6
(c) Termination Before Vested Date....................6
4.2. Form of Benefit............................................6
(a) Normal Form.......................................6
(b) Other Benefit Forms...............................6
4.3. Survivor Benefit...........................................7
(a) General...........................................7
(b) Annuity Basis.....................................7
(1) Exhibit A................................7
(2) Other Participants.......................8
(3) Reductions and Assumptions...............8
(c) Form of Benefit...................................8
(d) Timing............................................9
(e) No Post-Retirement Survivor Benefits..............9
-i-
<PAGE>
ss.5. RELEASE, NO COMPETITION AND FORFEITURE..............................9
ss.6. SOURCE OF BENEFIT PAYMENTS.........................................10
ss.7. NOT A CONTRACT OF EMPLOYMENT.......................................10
ss.8. NO ALIENATION OR ASSIGNMENT........................................10
ss.9. ERISA..............................................................11
ss.10. ADMINISTRATION, AMENDMENT AND TERMINATION..........................11
ss.11. CONSTRUCTION.......................................................11
ss.12. EXECUTION..........................................................12
-ii-
<PAGE>
SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN
EFFECTIVE AS OF AUGUST 13, 1996
ss. 1.
ESTABLISHMENT AND PURPOSE
SunTrust Banks, Inc. hereby establishes the SunTrust Banks, Inc. ERISA
Excess Retirement Plan effective as of August 13, 1996 to restore to certain key
executives of SunTrust and its Affiliates those retirement benefits that cannot
be paid from the SunTrust Banks, Inc. Retirement Plan as a result of the
limitations imposed by sections 401(a)(17) and 415 of the Internal Revenue Code
of 1986, as amended. Prior to August 13, 1996, such excess benefits were
provided under the SunTrust Banks, Inc. Supplemental Executive Plan, as amended
and restated as of February 13, 1990 and as thereafter amended.
ss. 2.
DEFINITIONS
The following capitalized terms will have the meanings set forth in
this ss. 2 whenever such capitalized terms are used throughout this Plan:
2.1. Actuarial Equivalent or Actuarially Equivalent - means a form of
benefit payment having in the aggregate a present value equal to the present
value of the aggregate amounts of benefits expected to be received under the
life only annuity form of benefit payment computed in accordance with the
actuarial assumptions then in effect under the Retirement Plan; provided,
however, that for purposes of calculating the amount of any benefit paid in a
lump sum to any
-1-
<PAGE>
Participant who is a "grandfathered participant" as defined in the Retirement
Plan and to any spouse or beneficiary who is a "grandfathered spouse or
beneficiary" as defined in the Retirement Plan shall be equal to the sum of A
and B below, where
A = The greater of 1 or 2 below, where
1= The amount of the monthly benefit determined under
Section 2.6 or Section 4.3(a), as applicable, based
on the benefit accrued under the Retirement Plan as
of the commencement date, reduced for early
commencement, if applicable, and converted to a lump
sum using the assumptions used under the Retirement
Plan to determine lump sums other than for the
"grandfathered benefit" (as defined in the Retirement
Plan) and
2= The amount of the monthly benefit determined under
Section 2.6 or Section 4.3(a), as applicable, based
on the benefits accrued under the Retirement Plan as
of December 31, 1995, reduced for early commencement,
if applicable, and converted to a lump sum using the
assumptions used under the Retirement Plan to
determine a lump sum for the "grandfathered benefit."
B = The excess of 1 over 2 below, where
1= The lump sum that would be payable from the
Retirement Plan absent the application of the lump
sum limitations under Code ss. 415.
2= The maximum lump sum payable from the Retirement Plan
after the application of the lump sum limitations
under Code ss. 415.
-2-
<PAGE>
2.2 Affiliate - means an "affiliate" as defined in the Retirement Plan.
2.3. Code - means the Internal Revenue Code of 1986, as amended.
2.4. Committee - means the Compensation Committee of the Board of
Directors of SunTrust.
2.5. ERISA - means the Employee Retirement Income Security Act of 1974,
as amended.
2.6. Excess Benefit - means as of any date for each Participant, a
monthly benefit payable in the form of a life only annuity equal to (A - B) - C
where
A= the monthly benefit payable in the form of a life
only annuity which actually would have been payable
to or on behalf of such Participant under the
Retirement Plan as of such date absent the
limitations of Code ss. 415 and Code ss. 401(a) (17),
but including any early commencement reduction
factors which would be applicable if payment were
made under the Retirement Plan as of such date and
the annual compensation limitation, if any, described
in Exhibit A;
B= the monthly benefit which actually would be payable
in the form of a life only annuity to or on behalf of
such Participant under the Retirement Plan if payment
were made as of such date; and
C= the monthly TNC SERP Benefit (as defined in the
SunTrust Banks, Inc. Supplemental Executive
Retirement Plan), if any, which actually would be
payable to such Participant if payment were made as
of such date to such
-3-
<PAGE>
Participant under the SunTrust Banks, Inc.
Supplemental Executive Retirement Plan.
2.7. Participant - means each key executive of SunTrust or an Affiliate
described in ss. 3.
2.8. Plan - means this SunTrust Banks, Inc. ERISA Excess Retirement
Plan, as amended (or as amended and restated) from time to time.
2.9. Normal Retirement Date - means for each Participant, his or her
"normal retirement date" under the Retirement Plan.
2.10. Retirement Plan - means the SunTrust Banks, Inc. Retirement Plan
as effective as amended and restated as of January 1, 1989 and as thereafter
amended.
2.11. SunTrust - means SunTrust Banks, Inc. or any successor to
SunTrust Banks, Inc.
2.12. Vested Date - means a Participant's "vested date" under the
Retirement Plan.
ss. 3.
PARTICIPATION
Each key executive of SunTrust or an Affiliate who is designated by the
Committee as eligible for Excess Benefits under this Plan will be a Participant
in this Plan and will remain a Participant until all such benefits are paid to
or on behalf of such Participant in accordance with ss. 4 or forfeited in
accordance with ss. 5. The Committee in its absolute discretion may revoke any
designation of participation at any time but no such revocation shall be applied
retroactively to deprive an individual of benefits accrued under this Plan to
the date of such revocation.
-4-
<PAGE>
ss. 4.
EXCESS BENEFIT
4.1. Timing and Amount.
(a) Normal or Delayed Retirement Benefit. If a Participant
terminates employment with SunTrust and all Affiliates on or after such
Participant's Normal Retirement Date, the entire vested benefit, if any, to
which such Participant is entitled under this Plan automatically will be paid to
such Participant in the form described in ss. 4.2 beginning as soon as
practicable following the date such Participant terminates employment with
SunTrust and all Affiliates.
(b) Early Retirement Benefit.
(1) General. If a Participant terminates employment
with SunTrust and all Affiliates on or after such Participant's Vested
Date but before his or her Normal Retirement Date, such Participant's
entire vested Excess Benefit, if any, will be determined (taking into
account the reductions under ss. 4.1(b)(2)) as of the date he or she
terminates employment. Such benefit automatically will be paid to such
Participant beginning as of the first day of the month coinciding with
or next following the date he or she terminates employment; however,
(i) if a Participant terminates employment after his or her Vested Date
but before his or her earliest "early retirement date" under the
Retirement Plan, payment automatically will be made at his or her
earliest "early retirement date" under the Retirement Plan and (ii) if
a Participant is eligible for a "disability retirement benefit" (as
described in the Retirement Plan), payment
-5-
<PAGE>
automatically will be paid or begin to be paid at the same time as his
or her disability retirement benefit under the Retirement Plan.
(2) Reductions. The Excess Benefit, if any, payable
to a Participant before his or her Normal Retirement Date will be
determined as if such Participant's benefit under the Retirement Plan
was payable on the date as of which his or her Excess Benefit is paid
under ss. 4.1(b)(1) taking into account applicable early commencement
reduction factors under the Retirement Plan.
(c) Termination Before Vested Date. No benefit will be payable
to or on behalf of a Participant who terminates employment with SunTrust and all
Affiliates before his or her Vested Date.
4.2. Form of Benefit
(a) Normal Form. Except as provided in ss. 4.2(b), a
Participant's vested Excess Benefit will be paid in a lump sum benefit which is
Actuarially Equivalent to the benefit that would have been paid to such
Participant in the form of a life only annuity.
(b) Other Benefit Forms. A Participant may make a written
election to have his or her entire vested Excess Benefit paid in any form of
benefit available under the Retirement Plan and such Excess Benefit shall be
paid in the form specified in the Participant's most recent election; provided,
however, that such an election shall not be effective unless made at least one
year before his or her Excess Benefit is paid under this Plan. If an election is
not effective, the Excess Benefit shall be paid in a lump sum. Any benefit paid
in a form other than a life only annuity shall be Actuarially Equivalent to the
benefit that would have been paid to such Participant in the form of a life only
annuity.
-6-
<PAGE>
4.3. Survivor Benefit
(a) General. If a Participant dies before he or she terminates
employment with SunTrust and all Affiliates and, as a result of his or her
death, a survivor benefit is payable on behalf of such individual under the
Retirement Plan, then a survivor income benefit automatically will be payable on
such deceased Participant's behalf under this Plan to the person, if any, who is
such Participant's lawful spouse or, if the Participant was single at his or her
death, to the person who is designated as his or her "beneficiary" under the
Retirement Plan and who survives the Participant.
(b) Annuity Basis.
(1) Exhibit A. For all Participants listed on Exhibit
A, the survivor benefit payable under this Plan shall be equivalent to
the excess of A over B below, where
A= the monthly survivor benefit that would be payable to
such spouse or would form the basis for the benefit
payable to such beneficiary under the Retirement Plan
if the benefit under the Retirement Plan was not
limited by Code ss. 401(a)(17) or ss. 415 and the
Participant had selected a 100% joint and survivor
annuity which is Actuarially Equivalent to the life
only annuity and
B= the monthly survivor benefit that actually would be
payable to the spouse or would form the basis for the
benefit payable to such beneficiary under the
Retirement Plan if the benefit had been paid in a
100% joint and survivor annuity taking into account
the limitations under Code ss. 401(a)(17) and ss.
415.
-7-
<PAGE>
(2) Other Participants. For all other Participants,
the survivor benefit payable under this Plan shall be equivalent to the
excess of A over B below, where
A= the monthly survivor benefit that would be payable to
such spouse or would form the basis for the benefit
payable to such beneficiary under the Retirement Plan
if the benefit under the Retirement Plan was not
limited by Code ss. 401(a)(17) or ss. 415 and
B= the monthly survivor benefit that actually would be
payable to such spouse or would form the basis for
the benefit payable to such beneficiary under the
Retirement Plan taking into account the limitations
under Code ss. 401(a)(17) and ss. 415.
(3) Reductions and Assumptions. If the survivor
benefit is paid before the date the Participant would have reached his
or her Normal Retirement Date, the benefit described in this ss. 4.3(b)
above will be reduced using the factors then in effect to reduce early
retirement benefits under the Retirement Plan. Further, any survivor
benefit payable under this ss. 4.3 shall be reduced by the Actuarial
Equivalent value of any survivor benefits payable to a Participant
under a Special Survivor Benefit under the SunTrust Banks, Inc.
Supplemental Executive Retirement Plan. Finally, a survivor benefit
payable to a non-spouse beneficiary will be calculated based on the
assumption that the beneficiary is the same age as the Participant was
at his or her death.
(c) Form of Benefit. The survivor benefit will be paid in a
lump sum that is Actuarially Equivalent to the monthly benefit determined under
4.3(b).
-8-
<PAGE>
(d) Timing. The survivor benefit will be paid as soon as
practicable after the Participant's death.
(e) No Post-Retirement Survivor Benefits. No survivor benefit
will be paid on behalf of a Participant who dies after he or she begins
receiving benefits under this Plan except to the extent such survivor benefit is
payable under the form of benefit being paid to the Participant at his or her
death.
ss. 5.
RELEASE, NO COMPETITION AND FORFEITURE
The Committee, in its sole discretion, may make any payments under this
Plan subject to such terms and conditions as the Committee deems appropriate
under the circumstances to protect the interests of SunTrust, including
requiring the payee to execute a release satisfactory to the Committee. Further,
the Committee in its discretion may suspend any benefits payable under this Plan
upon reemployment with SunTrust or an Affiliate and may forfeit entirely any
benefits payable under this Plan
(a) if an individual (after 30 days' written notice) fails to
cease any activity or relationship which the Committee reasonably determines to
be against the best interests of SunTrust,
(b) if an individual's employment by SunTrust or an Affiliate
is terminated as a result of conduct which the Committee reasonably determines
either might have violated any applicable civil or criminal law or did violate
the written code of conduct for officers and employees of SunTrust or such
Affiliate, or
(c) if an individual institutes any action against SunTrust or
an Affiliate.
-9-
<PAGE>
Forfeiture under this ss. 5 shall be in addition to any other remedies which may
be available to SunTrust or an Affiliate at law or in equity.
ss. 6.
SOURCE OF BENEFIT PAYMENTS
All benefits payable under the terms of this Plan shall be paid by
SunTrust from its general assets. No person shall have any right or interest or
claim whatsoever to the payment of a benefit under this Plan from any person
whomsoever other than SunTrust, and no Participant or beneficiary shall have any
right or interest whatsoever to the payment of a benefit under this Plan which
is superior in any manner to the right of any other general and unsecured
creditor of SunTrust.
ss. 7.
NOT A CONTRACT OF EMPLOYMENT
Participation in this Plan does not grant to any individual the right
to remain an employee of SunTrust or any Affiliate for any specific term of
employment or in any specific capacity or at any specific rate of compensation.
ss. 8.
NO ALIENATION OR ASSIGNMENT
A Participant, a spouse or a beneficiary under this Plan shall have no
right or power whatsoever to alienate, commute, anticipate or otherwise assign
at law or equity all or any portion of any benefit otherwise payable under this
Plan, and SunTrust shall have the right, in the event of any such action, to
suspend temporarily or terminate permanently the payment of benefits to, or on
behalf of, any Participant, spouse or beneficiary who attempts to do so.
-10-
<PAGE>
ss. 9.
ERISA
SunTrust intends that this Plan come within the various exceptions and
exemptions to ERISA for a plan maintained for a "select group of management or
highly compensated employees" as described in ERISA ss.ss. 201(2), 301(a) (3),
and 401(a) (1), and any ambiguities in this Plan shall be construed to effect
that intent.
ss. 10.
ADMINISTRATION, AMENDMENT AND TERMINATION
The Committee shall have all powers necessary to administer this Plan,
to amend this Plan from time to time in any respect whatsoever and to terminate
this Plan at any time; provided, however, that any such amendment or termination
shall not be applied retroactively to deprive a Participant of benefits accrued
under this Plan to the date of such amendment or termination. The Committee also
shall have the power to delegate the exercise of all or any part of such powers
to such other person or persons as the Committee deems appropriate under the
circumstances. This Plan shall be binding on any successor in interest to
SunTrust.
ss. 11.
CONSTRUCTION
The headings and subheadings set forth in this Plan are intended for
convenience only and have no substantive meaning whatsoever. In the construction
of this Plan, the singular shall include the plural. This Plan will be construed
in accordance with the laws of the State of Georgia.
-11-
<PAGE>
ss. 12.
EXECUTION
IN WITNESS WHEREOF, SunTrust has caused this amended and restated
Plan to be executed by its duly authorized officers to evidence its adoption
hereof.
SUNTRUST BANKS, INC.
By:______________________
Title:___________________
Date:____________________
(SEAL)
-12-
<PAGE>
EXHIBIT A
TO THE SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN
The following individuals shall have their survivor benefit, if
any, calculated under ss. 4.3(b)(1) of the Plan:
<TABLE>
<S> <C> <C> <C>
James B. Williams Jack E. Hartman Jean G. Smith
L. Phillip Humann John P. Hashagen John M. Stewart
John W. Spiegel Robert M. Horton Robert J. Sudderth, Jr.
John W. Clay, Jr. James H. Kimbrough Donald W. Thurmond
Theodore J. Hoepner George W. Koehn Peter P. Walczuk
Robert R. Long Robert B. Lochrie, Jr. Robert C. Whitehead
Thomas G. Ash Larry D. Mauldin Jimmy O. Williams
Robert D. Bishop Charles W. McPherson E. Jenner Wood, III
Lynn M. Cambest Carl F. Mentzer Edward Andrews
Robert H. Coords Christopher R. Narvaez W. Moses Bond
William H. Davison William P. O'Halloran Thomas J. Bowers
Hunting F. Deutsch Whitney C. O'Keeffe Clyde O Draughon
Edward C. Duncan, Jr. Robert C. Petty C. Linden Longino, Jr.
Raymond D. Fortin Douglas S. Phillips Thomas H. Morris, Jr.
Samuel O. Franklin, III Jack G. Prevost William H. Swicord
Charles B. Ginden James H . Robinson
Anthony R. Gray William J. Serravezza
</TABLE>
Further, compensation taken into account for computing the Excess
Benefit payable to the following individuals may not exceed $235,840 per year:
Thomas G. Ash Carl F. Mentzer
Robert D. Bishop Christopher R. Narvaez
Lynn M. Cambest William P. O'Halloran
Robert H. Coords Robert C. Petty
William H. Davison Douglas S. Phillips
Hunting F. Deutsch Jack G. Prevost
Edward C. Duncan, Jr. James H. Robinson
Raymond D. Fortin William J. Serravezza
Samuel O. Franklin, III Jean G. Smith
Anthony R. Gray John M. Stewart
Jack E. Hartman Robert J Sudderth, Jr.
John P. Hashagen Donald W. Thurmond
James H. Kimbrough Peter P. Walczuk
George W. Koehn Robert C. Whitehead
Robert B. Lochrie, Jr. Jimmy O. Williams
Larry D. Mauldin E. Jenner Wood, III
Charles W. McPherson
<PAGE>
AMENDMENT TO
SUNTRUST BANKS, INC.
ERISA EXCESS RETIREMENT PLAN
COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS
SUNTRUST BANKS, INC.
November 10, 1998
The SunTrust Banks, Inc. ERISA Excess Retirement Plan (the "Plan") is
hereby amended, effective as of November 10, 1998, as set forth below.
1. 4.3 of the Plan is hereby deleted and a new Section 4.3 is added
which reads as follows:
4.3 Survivor Benefit
(a) General. If a Participant dies before he or she terminates employment
with SunTrust and all affiliates and, as a result of his or her death, a
survivor benefit is payable on behalf of such individual under the Retirement
Plan, then a survivor income benefit automatically will be payable on such
deceased Participant's behalf under this Plan to the person who is such
Participant's designated beneficiary as specified, or, in the absence of such
written designation or in its ineffectiveness, then to his estate.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused this Amendment to be
executed by a duly authorized officer as of the day and year first above
written.
SUNTRUST BANKS, INC.
By: /s/ Mary T. Steele
--------------------------
Group Vice President
--------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<DESCRIPTION>EXHIBIT 10.11
<TEXT>
EXHIBIT 10.11
SUNTRUST BANKS, INC. PERFORMANCE UNIT PLAN
Amended and Restated as of August 11, 1998
Section 1. Name and Purpose
The name of this Plan is the SunTrust Banks, Inc. Performance Unit
Plan. The purpose of the Plan is to promote the long-term interests of the
Corporation and its stockholders through the granting of Performance Units to
key executive employees of the Corporation and its Subsidiaries in order to
motivate and retain superior executives who contribute in a significant manner
to the actual financial performance of the Corporation as measured against a
pre-established goal for the Corporation's profits.
Section 2. Effective Date, Term and Amendments
The effective date of the amended and restated Plan shall be November
8, 1994, and the amended and restated Plan shall apply to all awards granted on
or after such date. The Plan shall continue for an indefinite term until
terminated by the Board; provided, however, that the Corporation and the
Committee after such termination shall continue to have full administrative
power to take any and all action contemplated by the Plan which is necessary or
desirable and to make payment of any awards earned by Participants during any
then unexpired Performance Measurement Cycle. The Board or the Committee may
amend the Plan in any respect from time to time. The Plan as in effect on
November 7, 1994 shall continue in effect for awards granted on or before such
date.
Section 3. Definitions and Construction
A. As used in this Plan, the following terms shall have the meanings
indicated, unless the context clearly requires another meaning:
1. "Board" means the Board of Directors of the Corporation.
2. "Calendar Year Report" means the report prepared for each calendar
year by the Controller's office of the Corporation entitled "SunTrust Banks,
Inc. Contribution to Consolidated Net Income for the Calendar Year", which is
prepared in accordance with generally accepted accounting principles, or any
successor to such report.
3. "Code" means the Internal Revenue Code of 1986, as amended.
<PAGE>
4. "Committee" means the Compensation Committee of the Board or any
other Committee of the Board to which the responsibility to administer this Plan
is delegated by the Board; such Committee shall consist of at least two members
of the Board, who shall not be eligible to receive an award under the Plan and
each of whom shall be a "disinterested" person within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, and shall be or be treated as an
"outside director" for purposes of Section 162(m) of the Code.
5."Corporation" means SunTrust Banks, Inc. and any successor thereto.
6. "Covered Employee" means for each calendar year the Chief Executive
Officer and the four other executive officers whose compensation would be
reportable on the "summary compensation table" under the Securities and Exchange
Commission's executive compensation disclosure rules, as set forth in Item 402
of Regulation S-K, 17 C.F.R. 229.402, under the Securities Exchange Act of 1934,
if the report was prepared as of the last day of such calendar year.
7. "Change in Control" means a change in control of the Corporation of
a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934 ("34 Act") as in effect on the effective date of this Plan, provided that
such a change in control shall be deemed to have occurred at such time as (i)
any "person" (as that term is used in Sections 13(d) and 14(d)(2) of the 34
Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the 34
Act) directly or indirectly, of securities representing 20% or more of the
combined voting power for election of directors of the then outstanding
securities of the Corporation or any successor of the Corporation; (ii) during
any period of two consecutive years or less, individuals who at the beginning of
such period constitute the Board cease, for any reason, to constitute at least a
majority of the Board, unless the election or nomination for election of each
new director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period; (iii) the
shareholders of the Corporation approve any merger, consolidation or share
exchange as a result of which the common stock of the Corporation shall be
changed, converted or exchanged (other than a merger with a wholly-owned
subsidiary of the Corporation) or any dissolution or liquidation of the
Corporation or any sale or the disposition of 50% or more of the assets or
business of the Corporation; or (iv) the shareholders of the Corporation approve
any merger or consolidation to which the Corporation is a party or a share
exchange in which the Corporation shall exchange its shares for shares of
another corporation as a result of which the persons who were shareholders of
the Corporation immediately prior to the effective date of the merger,
consolidation or share exchange shall have beneficial ownership of less than 50%
of the combined voting power for election of directors of the surviving
corporation following the effective date of such merger,
2
<PAGE>
consolidation or share exchange; provided, however, and notwithstanding the
occurrence of any of the events previously described in this definition, that no
"change in control" shall be deemed to have occurred under this definition if,
prior to such time as a "change in control" would otherwise be deemed to have
occurred under this definition, the Board determines otherwise.
8. "Earnings Per Share" means for each calendar year in each
Performance Measurement Cycle the diluted earnings per common share of the
Corporation as set forth in the Calendar Year Report for each such year,
adjusted to exclude items which should be excluded as being extraordinary in
nature as determined by the Committee; provided, however, no such adjustment
shall be made with respect to a Covered Employee if the Committee determines
that such adjustment shall cause an award to such Covered Employee to fail to
qualify as "performance-based compensation" under Section 162(m) of the Code.
9. "Employment" means continuous employment with the Corporation or a
Subsidiary from the beginning to the end of each Performance Measurement Cycle,
which continuous employment shall not be considered to be interrupted by
transfers between the Corporation and a Subsidiary or between Subsidiaries.
10."Final Value" means the value of a Performance Unit determined in
accordance with Section 6 as the basis for payments to Participants at the end
of a Performance Measurement Cycle.
11."Grant Value" means the initial value assigned to a Performance Unit
as determined by the Committee.
12."Net Income" means the Corporation's consolidated net income for
each calendar year in each Performance Measurement Cycle (as set forth in the
Calendar Year Report for each such year), adjusted to exclude items which should
be excluded as being extraordinary in nature as determined by the Committee;
provided, however, no such adjustment shall be made with respect to a Covered
Employee if the Committee determines that such adjustment shall cause an award
to such Covered Employee to fail to qualify as "performance-based compensation"
under Section 162(m) of the Code.
13."Participant" means any key executive employee of the Corporation
and/or its Subsidiaries who is selected by the Committee or the Committee's
delegate to participate in the Plan based upon the employee's substantial
contributions to the growth and profitability of the Corporation and/or its
Subsidiaries.
3
<PAGE>
14."Performance Goal" means the performance objective of the
Corporation which is established pursuant to Section 6 by the Committee for each
Performance Measurement Cycle as the basis for determining the Final Value of a
Performance Unit.
15."Performance Measurement Cycle" shall mean a period of consecutive
calendar years as set by the Committee which commences on the first day of the
first calendar year in such period.
16."Performance Unit" means a unit awarded to a Participant under the
Plan for a Performance Measurement Cycle, and each unit shall have an assigned
value for accounting purposes which shall be determined by the Committee.
17."Plan" means the SunTrust Banks, Inc. Performance Unit Plan as
amended and restated in this document and all amendments thereto.
18."Proportionate Final Value" means the product of a fraction, the
numerator of which is the actual number of full months in a Performance
Measurement Cycle that an employee was a Participant in the Plan and the
denominator of which is the total number of months in that Performance
Measurement Cycle, multiplied by the Final Value of a Performance Unit.
19."Subsidiary" means any bank, corporation or entity which the
Corporation controls either directly or indirectly through ownership of fifty
percent (50%) or more of the total combined voting power of all classes of stock
of such bank, corporation or entity, except for such direct or indirect
ownership by the Corporation while the Corporation or a Subsidiary is acting in
a fiduciary capacity with respect to any trust, probate estate, conservatorship,
guardianship or agency.
20."Termination Value" means the value of a Performance Unit as
determined by the Committee, in its absolute discretion, upon the early
termination of a Performance Measurement Cycle or upon a Participant's
termination of Employment before the end of such a cycle, which value shall be
the basis for the payment of an award to a Participant, in accordance with
Sections 8(B), 8(C), 9(A) or 9(B) of the Plan based on the Participant's
Employment prior to his termination of Employment or the early termination of
such cycle.
B. In the construction of the Plan, the masculine shall
include the feminine and the singular shall include the plural in all instances
in which such meanings are appropriate. The Plan and all agreements executed
pursuant to the Plan shall be governed by the laws of Georgia.
4
<PAGE>
Section 4. Committee Responsibilities
A. The Committee may, from time to time, adopt rules and
regulations and prescribe forms and procedures for carrying out the purposes and
provisions of the Plan. The Committee shall have the final authority to select
Participants and to designate the number of Performance Units to be awarded to
each Participant. The Committee shall have the sole and final authority to
determine awards, designate the periods for Performance Measurement Cycles,
assign Performance Unit values, determine Performance Goals, and answer all
questions arising under the Plan, including questions on the proper construction
and interpretation of the Plan. Any interpretation, decision or determination
made by the Committee shall be final, binding and conclusive upon all interested
parties, including the Corporation and its Subsidiaries, Participants and other
employees of the Corporation or any Subsidiary, and the successors, heirs and
representatives of all such persons. The Committee shall use its best efforts to
ensure that awards to Covered Employees under the Plan qualify as
"performance-based compensation" for purposes of Section 162(m) of the Code.
B. Subject to the express provisions of the Plan and prior to the
beginning of a calendar year (or such later time as may be permitted for awards
paid for such year to be treated as performance-based compensation under Section
162(m)), the Committee shall:
1. Designate the period of consecutive calendar years for each
Performance Measurement Cycle which shall begin on the first day of such year.
2. Select the Participants for each such Performance Measurement Cycle.
3. Establish the Performance Goals for each such Performance
Measurement Cycle.
4. Designate the number of Performance Units to be awarded to each
Participant.
5. Assign a Grant Value to each Performance Unit and establish the
method of calculating the Final Value of each Performance Unit.
6. Authorize management (a) to notify each Participant that he has been
selected as a Participant, inform him of the number of Performance Units awarded
to him and the Performance Goal that has been established for such Performance
Measurement Cycle and (b) to obtain from him such agreements and powers and
designations of beneficiaries as it shall reasonably deem necessary for the
administration of the Plan.
5
<PAGE>
C. During any Performance Measurement Cycle, the Committee may if it
determines that it will promote the purpose of the Plan:
1. Select as additional Participants any key executive employees of the
Corporation and its Subsidiaries who have been hired, transferred or promoted
into a position eligible for participation in the Plan and may award Performance
Units to such Participants for such Performance Measurement Cycle. The
Performance Units awarded to any such Participant shall be subject to the same
restrictions, limitations, Performance Goals and other conditions as those held
by other Participants for the same Performance Measurement Cycle and their
participation may be made retroactive to the first day of such cycle; provided,
however, no Participant who is added will be paid an award for any calendar year
to the extent such payment, when added to all his other compensation for such
year, would be nondeductible under Section 162(m) of the Code.
2. Revoke the designation of an individual as a Participant under the
Plan, revoke the grant to a Participant of Performance Units subject to an
award, if any, under a specific Performance Measurement Cycle and authorize
management to inform him in writing of such revocation.
D. The Committee may revise the Performance Goals for any Performance
Measurement Cycle to the extent the Committee, in the exercise of its absolute
discretion, believes necessary to achieve the purpose of the Plan in light of
any unexpected or unusual circumstances or events, including but not limited to
changes in accounting rules, accounting practices, tax laws and regulations, or
in the event of mergers, acquisitions, divestitures, unanticipated increases in
Federal Deposit Insurance premiums, and extraordinary or unanticipated economic
circumstances; provided, however, no change will be effective for any
Participant who at the time of payment of the award is a Covered Employee, to
the extent the Committee determines that such change might make the amount of
the award to such Participant nondeductible under Section 162(m).
Section 5. Performance Units
The Committee shall determine the aggregate Grant Value (Grant Value
times the number of Performance Units) of the Performance Units awarded at the
date of grant to each Participant.
Section 6. Performance Goals
For each Performance Measurement Cycle, the Committee shall establish
one or more Performance Goals which shall determine individually or jointly the
Final Value of the Performance Units under each award for such cycle and which
shall be
6
<PAGE>
based on Net Income and/or Earnings Per Share. The Committee shall fix a minimum
Net Income objective and/or a minimum Earnings Per Share objective for the
cycle, and the Final Value of such units shall be equal to zero if actual Net
Income and/or actual Earnings Per Share fall below either or both the minimum
objectives, as established by the Committee. The Committee shall also fix a
maximum Net Income objective and/or Earnings Per Share objective and such other
Net Income and/or Earnings Per Share objectives which fall between the minimum
and maximum objectives as the Committee shall deem appropriate, with
corresponding Final Values for such units. Awards will be determined based upon
achieving or exceeding the Performance Goals set by the Committee. Awards are
determined by multiplying each Participant's number of Performance Units by the
Final Value. Straight line interpolation will be used to calculate the awards
when Net Income or Earnings Per Share fall between any two specified Net Income
or Earnings Per Share objectives, as applicable. No individual may receive an
award in excess of $1 million for any Performance Measurement Cycle.
Section 7. Payment of an Award
A. Upon completion of each Performance Measurement Cycle, the
Committee, or such persons as the Committee shall designate, shall determine in
accordance with Section 6 the extent to which the Performance Goals have been
achieved and authorize the cash payment of an award, if any, to each
Participant. Each award shall equal the Final Value of the Performance Units
times the number of the Performance Units awarded. The Committee shall review
and ratify the award determinations and shall certify such award determinations
in writing. Payment of awards shall be made as soon as practical after the
certification of awards by the Committee. Each award shall be paid in cash after
deducting the amount of applicable Federal, State, or Local withholding taxes of
any kind required by law to be withheld by the Corporation. All awards, whether
paid currently or paid under any plan which defers payment, shall be payable out
of the Corporation's general assets. Each Participant's claim, if any, for the
payment of an award, whether made currently or made under any plan which defers
payment, shall not be superior to that of any general and unsecured creditor of
the Corporation. If an error or omission is discovered in any of the
determinations, the Committee shall cause an appropriate equitable adjustment to
be made in order to remedy such error or omission.
B. Notwithstanding the terms of any award, the Committee in its sole
and absolute discretion, may reduce the amount of the award payable to any
Participant for any reason, including the Committee's judgment that the
Performance Goals have become an inappropriate measure of achievement, a change
in the employment status, position or duties of the Participant,
7
<PAGE>
unsatisfactory performance of the Participant, or the Participant's service for
less than the Performance Measurement Cycle.
C. In accordance with the procedures set forth in the SunTrust Banks,
Inc.'s Performance Unit Plan Deferred Compensation Fund, a Participant may elect
to defer receipt of one hundred (100%) percent of the Final Value of his award,
if any, for each Performance Measurement Cycle or fifty (50%) percent of said
amount, rounded to the nearest One Hundred ($100.00) Dollars, and the amount so
deferred shall be credited by the Corporation to the Participant's Fund Accounts
established under such Fund.
Section 8. Participation for Less than a Full Performance Measurement Cycle
A. Except as otherwise provided in this Section 8, Performance
Units awarded to a Participant shall be forfeited if the Participant's
Employment terminates during any Performance Measurement Cycle and no payments
shall be due the Participant for any forfeited Performance Units.
B. If a Participant's Employment terminates prior to the end
of any Performance Measurement Cycle on account of his death, the Committee
shall waive the Employment condition and shall authorize the payment of an award
to such Participant at the end of such cycle based on the Proportionate Final
Value, if any, of his Performance Units, unless the Committee in its discretion
feels the award should be forfeited.
C. If a Participant's Employment terminates prior to the end
of any Performance Measurement Cycle on account of disability under a long-term
disability plan maintained by the Corporation or a Subsidiary, the Committee
shall waive the Employment condition and shall authorize, as of commencement of
disability benefits to such Participant, the payment of an award to such
Participant at the end of such cycle based on the Proportionate Final Value, if
any, of his Performance Units, unless the Committee in its discretion feels the
award should be forfeited.
D. If a Participant's Employment terminates prior to the end
of any Performance Measurement Cycle on account of his early or normal
retirement under any pension plan maintained by the Corporation or any
Subsidiary, the Committee shall waive the Employment condition and shall
authorize the payment of an award to such Participant at the end of such cycle
based on the Proportionate Final Value, if any, of his Performance Units, unless
the Committee in its discretion feels the award should be forfeited.
8
<PAGE>
Section 9. Premature Satisfaction of Plan Conditions
A. In the event of a Change in Control of the Corporation
prior to the end of any Performance Measurement Cycle, the Committee shall waive
any and all Plan conditions and authorize the payment of an award immediately to
each Participant based on the Termination Value, if any, of his Performance
Units.
B. If a tender or exchange offer is made other than by the
Corporation for shares of the Corporation's stock prior to the end of any
Performance Measurement Cycle, the Committee may waive any and all Plan
conditions and authorize, at any time after the commencement of the tender or
exchange offer and within thirty (30) days following completion of such tender
or exchange offer, the payment of an award immediately to each Participant based
on the Termination Value, if any, of his Performance Units.
C. A Performance Measurement Cycle shall terminate upon the
Committee's authorization of the payment of an award during such cycle pursuant
to this Section 9 and no further payments shall be made for such Cycle.
Section 10. Non-Transferabilitv of Rights and Interests
A. A Participant may not alienate, assign, transfer or
otherwise encumber his rights and interests under this Plan and any attempt to
do so shall be null and void.
B. In the event of a Participant's death and subject to the
terms of Section 8(B), the Committee shall authorize payment of any award due a
Participant to the Participant's designated beneficiary as specified or, in the
absence of such written designation or its ineffectiveness, then to his estate.
Any such designation may be revoked and a new beneficiary designated by the
Participant by written instrument delivered to the Committee.
Section 11. Limitation of Rights
Nothing in this Plan shall be construed to give any employee of the
Corporation or a Subsidiary any right to be selected as a Participant or to
receive an award or to be granted Performance Units other than as is provided
herein. Nothing in this Plan or any agreement executed pursuant hereto shall be
construed to limit in any way the right of the Corporation or a Subsidiary to
terminate a Participant's employment at any time, without regard to the effect
of such termination on any rights such Participant would otherwise have under
this Plan, or give any right to a Participant to remain employed by the
Corporation or a Subsidiary in any particular position or at any particular rate
of remuneration.
9
<PAGE>
Section 12. Shareholder Approval
Notwithstanding anything in this Plan to the contrary, no awards shall
be paid to Covered Employees until such shareholder approval as is required
under Section 162(m) of the Code, if any, is obtained.
Executed this 11th day of August, 1998.
SUNTRUST BANKS, INC.
Attest:
______________________________ By: _____________________
Title: _______________________ Title: __________________
(CORPORATE SEAL)
10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<DESCRIPTION>EXHIBIT 10.13
<TEXT>
EXHIBIT 10.13
RESOLUTION AMENDING THE SUNTRUST BANKS, INC. 1985 MANAGEMENT INCENTIVE PLAN
DEFERRED COMPENSATION FUND AND 1995 PERFORMANCE UNIT PLAN DEFERRED
COMPENSATION FUND
COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS
SUNTRUST BANKS, INC.
AUGUST 11, 1998
WHEREAS, SunTrust Banks, Inc. (the "Corporation") has adopted the SunTrust Banks
Inc. 1985 Management Incentive Plan Deferred Compensation Fund and the 1995
Performance Unit Plan Deferred Compensation Fund pursuant to which awards may be
deferred; and
WHEREAS, the Compensation Committee of the Board of Directors (the "Committee")
has the authority to amend the agreements in any respect from time to time; and
WHEREAS, participants may elect to receive their payment in the form of a lump
sum or five installments and the choice is irrevocable; and
WHEREAS, the participants cannot receive payment until the January after
separation from service with the Corporation unless proof of hardship is
determined; and
WHEREAS, the Corporation wishes to provide participants with more flexibility
under the Plans;
NOW, THEREFORE, BE IT RESOLVED, that participants may elect early withdrawal of
accrued benefits provided that payment is subject to a 10% reduction, which will
be returned to the Corporation, and the participant agrees to forfeit
eligibility to participate in the program for one year from the 1st of January
in the year the early payment is made; and
FURTHER RESOLVED, that participants can change their election from lump sum to
installments or from installments to lump sum up to one year prior to
distribution; and
FURTHER RESOLVED, that participants can elect for in-service distribution at a
specific year, elected at the time of deferral, provided that it is at least
four years in the future, and that participants may change their election up to
one year prior to designated distribution provided that payment is then made
after separation from service with the Corporation; and
FURTHER RESOLVED, that the Officers of the Corporation are hereby authorized to
prepare, modify and execute all documents deemed necessary, desirable or
appropriate to carry out the purposes and intent of the foregoing resolution.
<PAGE>
AMENDMENT TO THE SUNTRUST BANKS, INC.
MANAGEMENT INCENTIVE PLAN
DEFERRED COMPENSATION FUND
SunTrust Banks, Inc. hereby amends the SunTrust Banks, Inc. Management
Incentive Plan Deferred Compensation Fund (the "Fund"), as such Fund is in
effect on the date hereof, effective as of __________________, 1996 as follows:
Section 4.3 of the Fund is amended to read as follows:
4.3 Designation of Beneficiary. In the event of a Participant's death, the
Committee shall authorize payment of any benefit due to a Participant to the
Participant's designated beneficiary as specified or, in the absence of such
written designation or its ineffectiveness, then to his or her estate. Any such
designation may be revoked and a new beneficiary designated by the Participant
by written instrument delivered to the Committee. Such payment, to the extent
thereof, will discharge all liability for such payment under the Fund.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused the Amendment to be signed
and its seal to be affixed and duly attested by its duly authorized officers,
this ______day of _________________, 1996.
SUNTRUST BANKS, INC.
Attest:
- --------------------------------- --------------------------------------
Title____________________________ Title__________________________________
<PAGE>
SUNTRUST BANKS, INC.
MANAGEMENT INCENTIVE PLAN
DEFERRED COMPENSATION FUND
SECTION I. GENERAL PROVISIONS
1.1 Name and Purpose. The name of this Fund is the SunTrust Banks, Inc.
Management Incentive Plan Deferred Compensation Fund (the "Fund"). The purpose
of this Fund is to provide an unfunded deferred compensation mechanism whereby
Participants in the SunTrust Banks, Inc. Management Incentive Plan and all
amendments thereto (the "Plan"), may defer receipt of all or a portion of their
Awards until they retire or otherwise terminate employment with the Corporation
or its Subsidiaries.
1.2 Effective Date, Term and Amendments. The effective date of this
Fund shall be January 1, 1986, and the Fund shall continue for an indefinite
term until terminated by the Board; provided however, that the Corporation and
the Committee after such termination shall continue to have full administrative
power to take any and all action contemplated by the Fund under this Agreement.
The Board or the Committee may amend this Agreement in any respect from time to
time.
1.3 Definitions. Terms used herein shall have the same meaning and
application as set forth in the Plan, unless the context clearly indicates to
the contrary.
SECTION II. DEFERRAL ELECTION
2.1 Election. If a Participant elects to defer receipt of all or a
portion of an Award granted under the Plan with respect to a Plan Year, the
Participant must file a written deferral election (the "Deferral Election") with
the Fund Committee no later than 5:00 P.M. on the last business day of the
calendar year prior to the Plan Year an Award may be granted. The portion of the
annual Award which may be deferred shall be specified in the Plan. Only one (1)
Deferral Election may be made with respect to a Plan Year and said election
shall become irrevocable once the deadline for filing such elections has
expired.
2.2 Date and Amount of Deferral. An Award granted pursuant to the Plan
shall not be subject to the provisions of this Fund unless the Participant
properly files a Deferral Election in accordance with Section 2.1 herein.
Thereafter, only the portion of the Award which is vested and is subject to the
Deferral Election shall be controlled by, and benefit from, this Fund.
SECTION III. EARNINGS ON DEFERRED AWARDS
3.1 Earnings. Interest shall accrue on the average daily balance in
each Participant's Fund account ("Fund Account") during each calendar quarter at
the Fund Rate. The "Fund Rate" shall change on the first day of each quarter,
shall remain in effect during that calendar quarter and shall be equal to the
average of the average auction yield, on a bond equivalent basis, of three-month
U.S. Treasury bills for each auction held during
<PAGE>
the immediately preceding calendar quarter, as determined in good faith by the
Fund Committee. Interest on Fund Accounts will be credited to each Fund Account
at the end of the calendar quarter in accordance with normal banking practices
and any other policies or practices adopted by the Fund Committee.
3.2 Vesting in Earnings. A Participant shall always be fully vested in
his Fund Account and all earnings properly accrued pursuant to this Fund.
SECTION IV. PAYMENT OF DEFERRED AWARD
4.1 Normal Form of Payment. Amounts deferred pursuant to this Fund plus
earnings thereon shall be paid to the Participant or, in the event of his death,
to his beneficiary determined pursuant to Section 4.3, in accordance with the
payment method(s) selected by the Participant in his annual Deferral Election,
as defined in Section 2.1 and 4.1. The Participant may select different payment
methods in succeeding Plan Years, but he may select only one (1) method for
payment of an award granted with respect to any particular Plan Year. The
selection of a payment method for a particular Plan Year shall become
irrevocable once the deadline for filing the Participant's Deferral Election has
expired. If the participant fails to properly select a payment method in his
Deferral Election for a particular Plan Year, the Participant shall be deemed to
have selected the payment method set forth in Section 4.1(b) for that Plan Year.
The Fund Committee shall establish up to two (2) accounts for each Participant
who elects to defer all or any portion of an Award granted under the Plan. The
first account shall be known as the "Lump Sum Account" which shall be credited
with the portion of any deferred award, including Fund earnings thereon, which
is to be paid pursuant to Section 4.1(a) below. The second account shall be
known as the "Installment Account" which shall be credited with the portion of
any deferred award, including Fund earnings thereon, which is to be paid
pursuant to Section 4.1(b) below. The available payment methods are as follows:
(a) One (1) lump-sum payment of the Participant's entire
Lump Sum Account which shall be payable in January of
the year following the year in which the Participant
separates from service with the Corporation and its
Subsidiaries for any reason, or
(b) Five (5) approximately equal annual installments, as
determined by the Fund Committee, of the
Participant's entire Installment Account which shall
be payable in January of each year for five (5)
consecutive years commencing during January of the
year following the year in which the Participant
separates from service with the Corporation and its
Subsidiaries for any reason.
4.2 Death, Disability or Financial Hardship. Any amounts in the
Participant's Fund Account may be paid earlier than specified in Section 4.1 at
the Fund Committee's discretion due to the immediate financial needs of the
Participant or his beneficiary if the Participant dies, becomes disabled, as
said term is defined in the Corporation's Employee Benefit Plan, or suffers an
extreme financial hardship, as determined by the Fund Committee. An extreme
financial hardship means an immediate, catastrophic financial need occasioned by
(i) a tragic event, such as the death, total disability, serious injury or
2
<PAGE>
illness of a spouse, parent or dependent or (ii) an extreme financial reversal
or other impending catastrophic event which has resulted in, or will result in
harm to the Participant, his spouse, his parents or a dependent. Distributions
for extreme financial hardship may not exceed the amount required to meet the
hardship and may be made only if the Fund Committee finds that the extreme
financial hardship may not be met from other resources reasonably available to
the Participant including, without limitation, liquidation of investment assets
or luxury assets or loans from financial institutions or other sources. The Fund
Committee shall use uniform and nondiscriminatory standards in reviewing any
requests for distributions to meet an extreme financial hardship. If the Fund
Committee does not exercise its discretion under this Section 4.2, amounts
deferred hereunder shall be paid in accordance with Section 4.1 following a
Participant's death or disability.
4.3 Designation of Beneficiary. A Participant may designate one or more
beneficiaries on a form filed with the Fund Committee and may revoke or change
such designation at any time. Any portion of a benefit payable upon the death of
a Participant shall be paid to his designated beneficiary or, if no valid
beneficiary designation is in force or if the beneficiary has predeceased the
Participant, to his surviving spouse, or if none surviving, to his surviving
issue, per stirpes, or if none surviving, to his estate. The Fund Committee will
be fully protected in directing payment in accordance with a prior beneficiary
designation if such direction is given before receipt by the Fund Committee of a
later designation, or is due to the inability of the Fund Committee to verify
the authenticity of a later designation. Such payment, to the extent thereof,
will discharge all liability for such payment under the Plan.
SECTION V. FUND ADMINISTRATION
5.1 Responsibility of the Fund Committee. The Plan shall be
administered by a Fund Committee of not less than three (3) persons to be
appointed by and serve at the discretion of the Committee. Each member of the
Fund Committee shall not be eligible to receive an Award under the Plan and each
of whom shall be a "disinterested" person within the meaning of rule 16b-3 under
the Securities Exchange Act of 1934. In addition to the implied powers and
duties which may be needed to carry out the administration of the Fund, the Fund
Committee shall have the following specific powers and responsibilities:
(a) To establish and enforce rules and regulations as
required for the efficient administration of the
Fund.
(b) To determine a Participant's or beneficiary's
eligibility for benefits from the Fund.
(c) To authorize disbursement of benefits to a retired,
terminated or otherwise eligible Participant or
beneficiary.
(d) To review, interpret and remedy Fund provisions that
are ambiguous or inconsistent. All determinations and
actions of the Fund Committee will be conclusive and
binding upon all persons, except as otherwise
provided herein or by law, and except that the Fund
Committee may revoke or modify a determination or
action previously made in error. The Fund Committee
will exercise all powers and authority given to it in
a nondiscriminatory manner, and will apply
3
<PAGE>
uniform administrative rules of general application
to insure that persons in similar circumstances are
treated similarly.
5.2 Books, Records and Expenses. The books and records to be maintained
for the purposes of this Fund shall be maintained by the Fund Committee and
subject to the supervision and control of the Committee. All expenses of
administering this Fund shall be paid by the Corporation.
5.3 Fund Committee Action. Action may be taken by the Fund Committee at
any meeting where a majority of its members are present and at any such meeting
any action may be taken which shall be approved by a majority of the members
present. The Fund Committee may also take any action without a meeting that is
approved by a majority of the Fund Committee members and is evidenced by a
written document signed by a member of Fund Committee. The Fund Committee may
delegate any of its rights, powers and duties to any one or more of its members,
or to any other person, by written action as provided herein, acknowledged in
writing by the delegate or delegates. Such delegation may include without
limitation, the power to execute any document on behalf of the Fund Committee
and of the Fund for the service of legal process at the principal office of the
Corporation.
5.4 Compensation. No member of the Fund Committee shall receive any
compensation from the Fund for his services as a Fund Committee member.
SECTION VI. MISCELLANEOUS
6.1 Non-Alienability of Benefits. Neither the Participant nor any
beneficiary entitled to payments after the death of the Participant shall have
the power to alienate, transfer, assign, or otherwise encumber in advance any of
the payments that may become due hereunder and any attempt to do so shall be
null and void; nor shall any such payments be subject to attachment, garnishment
or execution, or be transferable by operation of law in the event of bankruptcy,
insolvency, or otherwise.
6.2 Agreement Not Contract of Employment. Nothing in this Agreement
shall be construed to give any employee of the Corporation or a Subsidiary any
right to be selected as a Participant or to be granted an Award under the Plan
other than as is provided herein. Nothing in the Plan or any Agreement executed
pursuant hereto shall be construed to limit in any way the right of the
Corporation or a Subsidiary to terminate a Participant's employment at any time,
without regard to the effect of such termination on any rights such Participant
would otherwise have under the plan or this Agreement, or give any right to a
Participant to remain employed by the Corporation or a Subsidiary in any
particular position or at any particular rate of remuneration.
6.3 Liability. No member of the Board, the Fund Committee or the
Committee and no officer or employee of the Corporation shall be liable to any
person for any action taken or omitted in connection with the administration of
this Fund unless attributable to his own fraud or willful misconduct; nor shall
the Corporation be liable to any person for
4
<PAGE>
any such action unless attributable to fraud or willful misconduct on the part
of a director, officer or employee of the Corporation.
6.4 Nonfunding of Benefits. Should the Corporation invest in any assets
or set aside any funds in connection with the obligations assumed by it under
this Fund, it is expressly understood and agreed that neither the Participant
nor his beneficiary or beneficiaries shall have the rights or claims with
respect to any such assets or funds.
6.5 Binding Effect. This Fund shall be binding upon and inure to the
benefit of any successor of the Corporation and any successor shall be deemed
substituted for the Corporation under the terms of this agreement. As used in
this Agreement, the term "successor" shall include any person, firm, corporation
or other business entity or related group of such persons, firms, corporations,
or other business entities which at any time, whether by merger, purchase,
reorganization, liquidation or otherwise, or by means of a series of such
transactions, acquire all or substantially all of the assets or business of the
Corporation.
6.6 Governing Law. The Fund and all actions taken pursuant to the
Fund shall be governed by the laws of Georgia.
Executed this 12th day of November, 1985.
SUNTRUST BANKS, INC.
Attest:
________________________________ By: ___________________________________
Title: Assistant Vice President Title: Senior Vice President
and Assistant Secretary and Secretary
(CORPORATE SEAL)
5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<DESCRIPTION>EXHIBIT 10.15
<TEXT>
EXHIBIT 10.15
RESOLUTION AMENDING THE SUNTRUST BANKS, INC. 1985 MANAGEMENT INCENTIVE
PLAN DEFERRED COMPENSATION FUND AND 1995 PERFORMANCE UNIT PLAN DEFERRED
COMPENSATION FUND
COMPENSATION COMMITTEE
OF THE
BOARD OF DIRECTORS
SUNTRUST BANKS, INC.
AUGUST 11, 1998
WHEREAS, SunTrust Banks, Inc. (the "Corporation") has adopted the SunTrust Banks
Inc. 1985 Management Incentive Plan Deferred Compensation Fund and the 1995
Performance Unit Plan Deferred Compensation Fund pursuant to which awards may be
deferred; and
WHEREAS, the Compensation Committee of the Board of Directors (the "Committee")
has the authority to amend the agreements in any respect from time to time; and
WHEREAS, participants may elect to receive their payment in the form of a lump
sum or five installments and the choice is irrevocable; and
WHEREAS, the participants cannot receive payment until the January after
separation from service with the Corporation unless proof of hardship is
determined; and
WHEREAS, the Corporation wishes to provide participants with more flexibility
under the Plans;
NOW, THEREFORE, BE IT RESOLVED, that participants may elect early withdrawal of
accrued benefits provided that payment is subject to a 10% reduction, which will
be returned to the Corporation, and the participant agrees to forfeit
eligibility to participate in the program for one year from the 1st of January
in the year the early payment is made; and
FURTHER RESOLVED, that participants can change their election from lump sum to
installments or from installments to lump sum up to one year prior to
distribution; and
FURTHER RESOLVED, that participants can elect for in-service distribution at a
specific year, elected at the time of deferral, provided that it is at least
four years in the future, and that participants may change their election up to
one year prior to designated distribution provided that payment is then made
after separation from service with the Corporation; and
FURTHER RESOLVED, that the Officers of the Corporation are hereby authorized to
prepare, modify and execute all documents deemed necessary, desirable or
appropriate to carry out the purposes and intent of the foregoing resolution.
<PAGE>
AMENDMENT TO THE SUNTRUST BANKS, INC.
PERFORMANCE UNIT PLAN
DEFERRED COMPENSATION FUND
SunTrust Banks, Inc. hereby amends the SunTrust Banks, Inc. Performance
Unit Plan Deferred Compensation Fund (the "Fund"), as such Fund is in effect
on the date hereof, effective as of , 1996 as follows:
Section 4.3 of the Fund is amended to read as follows:
4.3 Designation of Beneficiary. In the event of a Participant's death,
the Committee shall authorize payment of any benefit due to a Participant
to the Participant's designated beneficiary as specified or, in the absence
of such written designation or its ineffectiveness, then to his or her
estate. Any such designation may be revoked and a new beneficiary
designated by the Participant by written instrument delivered to the
Committee. Such payment, to the extent thereof, will discharge all
liability for such payment under the Fund.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused the Amendment to be signed
and its seal to be affixed and duly attested by its duly authorized officers,
this day of , 1996.
SUNTRUST BANKS, INC.
Attest:
- ------------------------------------- ----------------------------------
Title _______________________________ Title ____________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<DESCRIPTION>EXHIBIT 10.16
<TEXT>
EXHIBIT 10.16
SUNTRUST BANKS, INC.
EXECUTIVE STOCK PLAN
<PAGE>
TABLE OF CONTENTS
Page
ss.1. BACKGROUND AND PURPOSE...................................... 1
ss.2. DEFINITIONS................................................. 1
2.1. Board....................................................... 1
2.2 Change in Control........................................... 1
2.3. Code........................................................ 1
2.4. Committee................................................... 1
2.5. Fair Market Value........................................... 1
2.6. ISO......................................................... 2
2.7. Key Employee................................................ 2
2.8. 1986 Plan................................................... 2
2.9. NQO......................................................... 2
2.10. Option...................................................... 2
2.11. Option Agreement............................................ 2
2.12. Option Price................................................ 2
2.13. Parent Corporation.......................................... 2
2.14. Plan........................................................ 2
2.15. Restricted Stock............................................ 2
2.16. Restricted Stock Agreement.................................. 2
2.17. Rule 16b-3.................................................. 3
2.18. Stock....................................................... 3
2.19. Subsidiary.................................................. 3
2.20. SunTrust.................................................... 3
2.21. Surrendered Shares.......................................... 3
2.22. Ten Percent Shareholder..................................... 3
ss.3. SHARES RESERVED UNDER PLAN.................................. 3
ss.4. EFFECTIVE DATE.............................................. 3
ss.5. COMMITTEE................................................... 4
ss.6. ELIGIBILITY................................................. 4
ss.7. OPTIONS..................................................... 4
7.1. Committee Action............................................ 4
7.2. $100,000 Limit.............................................. 4
7.3. Option Price................................................ 5
7.4. Exercise Period............................................. 5
i
<PAGE>
7.5. Nontransferability.......................................... 5
7.6. Surrender of Options........................................ 5
(a) General Rule........................................... 5
(b) Procedure.............................................. 5
(c) Payment................................................ 5
(d) Restrictions........................................... 6
ss.8. RESTRICTED STOCK............................................ 6
8.1. Committee Action............................................ 6
8.2. Effective Date.............................................. 6
8.3. Conditions.................................................. 6
(a) Grant Conditions....................................... 6
(b) Forfeiture Conditions.................................. 6
8.4. Dividends and Voting Rights................................. 7
8.5. Satisfaction of Forfeiture Conditions;
Provision for Income and Excise Taxes....................... 7
ss.9. SECURITIES REGISTRATION..................................... 8
ss.10. LIFE OF PLAN................................................ 8
ss.11. ADJUSTMENT.................................................. 8
ss.12. SALE OR MERGER OF SUNTRUST; CHANGE IN CONTROL............... 9
12.1. Sale or Merger.............................................. 9
12.2. Change in Control........................................... 9
ss.13. AMENDMENT OR TERMINATION....................................10
ss.14. MISCELLANEOUS...............................................10
14.1 Shareholder Rights........................................... 10
14.2 No Contract of Employment.................................... 10
14.3 Withholding.................................................. 10
14.4 Construction................................................. 11
ii
<PAGE>
SUNTRUST BANKS, INC.
EXECUTIVE STOCK PLAN
ss.1.
BACKGROUND AND PURPOSE
This Plan is an amendment and restatement of the 1986 Plan, and the
purpose of this Plan is to promote the interest of SunTrust and its Subsidiaries
through grants to Key Employees of Options to purchase Stock and grants to Key
Employees of Restricted Stock in order (1) to attract and retain Key Employees,
(2) to provide an additional incentive to each Key Employee to work to increase
the value of Stock and (3) to provide each Key Employee with a stake in the
future of SunTrust which corresponds to the stake of each of SunTrust's
shareholders.
ss.2.
DEFINITIONS
Each term set forth in this ss.2 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular.
2.1. Board -- means the Board of Directors of SunTrust.
2.2. Change in Control -- means (a) the acquisition of the power to
direct, or cause the direction, of the management and policies of SunTrust by a
person (not previously possessing such power), acting alone or in conjunction
with others, whether through the ownership of Stock, by contract or otherwise,
or (b) the acquisition, directly or indirectly, of the power to vote 20% or more
of the outstanding Stock by a person or persons, where (c) the term "person" for
purposes of this definition means a natural person, corporation, partnership,
joint venture, trust, government or instrumentality of a government and (d)
customary agreements with or between underwriters and selling group members with
respect to a bona fide public offering of Stock shall be disregarded for
purposes of this definition.
2.3. Code -- means the Internal Revenue Code of 1986, as amended.
2.4. Committee -- means the Compensation Committee of the Board or,
if the Compensation Committee at any time has less than 3 members or has a
member who fails to come within the definition of a "disinterested person" under
Rule 16b-3, a committee which shall have at least 3 members, each of whom shall
be appointed by and shall serve at the pleasure of the Board and shall come
within the definition of a "disinterested person" under Rule 16b-3.
1
<PAGE>
2.5. Fair Market Value -- means (1) the closing price on any date
for a share of Stock as reported by The Wall Street Journal under the New York
Stock Exchange Composite Transactions quotation system (or under any successor
quotation system) or, if Stock is no longer traded on the New York Stock
Exchange, under the quotation system under which such closing price is reported
or, if The Wall Street Journal no longer reports such closing price, such
closing price as reported by a newspaper or trade journal selected by the
Committee or, if no such closing price is available on such date, (2) such
closing price as so reported or so quoted in accordance with ss.2.5(1) for the
immediately preceding business day, or, if no newspaper or trade journal reports
such closing price or if no such price quotation is available, (3) the price
which the Committee acting in good faith determines through any reasonable
valuation method that a share of Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or to sell
and both having reasonable knowledge of the relevant facts.
2.6. ISO -- means an option granted under this Plan to purchase
Stock which is intended to satisfy the requirements of Section 422A of the Code.
2.7. Key Employee -- means a full time, salaried employee of
SunTrust or any Subsidiary who, in the judgment of the Committee acting in its
absolute discretion, is a key to the success of SunTrust or such Subsidiary and
who is not a Ten Percent Shareholder.
2.8. 1986 Plan -- means the SunTrust Banks, Inc. 1986 Stock Option
Plan as in effect before the amendment and restatement of such plan in the form
of this Plan.
2.9. NQO -- means an option granted under this Plan to purchase
Stock which is intended to fail to satisfy the requirements of Section 422A of
the Code.
2.10. Option -- means an ISO or a NQO.
2.11. Option Agreement -- means the written agreement or instrument
which sets forth the terms of an Option granted to a Key Employee under ss.7 of
this Plan.
2.12. Option Price -- means the price which shall be paid to
purchase one share of Stock upon the exercise of an Option granted under this
Plan.
2.13. Parent Corporation -- means any corporation which is a parent
of SunTrust within the meaning of Section 425(e) of the Code.
2.14. Plan -- means this SunTrust Banks, Inc. Executive Stock Plan,
as amended from time to time.
2.15. Restricted Stock -- means Stock granted to a Key Employee
under ss.8 of this Plan.
2.16. Restricted Stock Agreement -- means the written agreement or
instrument which sets forth the terms of a Restricted Stock grant to a Key
Employee under ss.8 of this Plan.
2
<PAGE>
2.17. Rule 16b-3 -- means the exemption under Rule 16b-3 to Section
16b of the Securities Exchange Act of 1934, as amended, or any successor to such
rule.
2.18. Stock -- means the One Dollar ($1.00) par value common stock
of SunTrust.
2.19. Subsidiary -- means a corporation which is a subsidiary
corporation (within the meaning of Section 425(f) of the Code) of SunTrust
except a corporation which has subsidiary corporation status under Section
425(e) of the Code as a result of SunTrust or a SunTrust subsidiary holding
stock in such corporation as a fiduciary with respect to any trust, estate,
conservatorship, guardianship or agency.
2.20. SunTrust -- means SunTrust Banks, Inc., a Georgia corporation,
and any successor to such corporation.
2.21. Surrendered Shares -- means the shares of Stock described in
ss.7.6(b) which (in lieu of being purchased) are surrendered for cash or Stock,
or for a combination of cash and Stock, in accordance with ss.7.6.
2.22. Ten Percent Shareholder -- means a person who owns (after
taking into account the attribution rules of Section 425(d) of the Code) more
than ten percent of the total combined voting power of all classes of stock of
either SunTrust, a Subsidiary or a Parent Corporation.
ss.3.
SHARES RESERVED UNDER PLAN
There shall be 8,000,000 shares of Stock reserved for use under this
Plan, and such 8,000,000 shares shall consist of the 5,000,000 shares reserved
under the 1986 Plan and 3,000,000 additional shares of Stock. All such shares of
Stock shall be reserved to the extent that SunTrust deems appropriate from
authorized but unissued shares of Stock and from shares of Stock which have been
reacquired by SunTrust. Furthermore, any shares of Stock subject to an Option
which remain unissued after the cancellation, expiration or exchange of such
Option and any Restricted Shares which are forfeited thereafter shall again
become available for use under this Plan, but any Surrendered Shares which
remain unissued after the surrender of an Option under ss.7.6 and any shares of
Stock used to satisfy a withholding obligation under ss.14.3 shall not again
become available for use under this Plan.
ss.4.
EFFECTIVE DATE
The effective date of this Plan shall be the date the Board amends
and restates the 1986 Plan in the form of this Plan, provided the shareholders
of SunTrust (acting at a duly called meeting of such shareholders) approve this
Plan within twelve (12) months after such effective date and such approval
satisfies the requirements for shareholder approval under Rule 16b-3. If such
3
<PAGE>
effective date comes before such shareholder approval, any Restricted Stock
granted under this Plan before the date of such approval automatically shall be
granted subject to such approval and, further, any Option granted under this
Plan before such date automatically shall be granted subject to such approval
unless such Option is granted under the terms of the 1986 Plan. The Committee
shall have the discretion to continue to grant Options under the 1986 Plan
pending such shareholder approval of this Plan.
ss.5.
COMMITTEE
This Plan shall be administered by the Committee. The Committee
acting in its absolute discretion shall exercise such powers and take such
action as expressly called for under this Plan and, further, the Committee shall
have the power to interpret this Plan and (subject to ss.11, ss.12 and ss.13) to
take such other action in the administration and operation of this Plan as the
Committee deems equitable under the circumstances, which action shall be binding
on SunTrust, on each affected Key Employee and on each other person directly or
indirectly affected by such action.
ss.6.
ELIGIBILITY
Only Key Employees shall be eligible for the grant of Options or
Restricted Stock under this Plan.
ss.7.
OPTIONS
7.1. Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Options to Key Employees under this
Plan from time to time to purchase shares of Stock and, further, shall have the
right to grant new Options in exchange for outstanding Options. Each grant of an
Option shall be evidenced by an Option Agreement, and each Option Agreement
shall set forth whether the Option is an ISO or a NQO and shall set forth such
other terms and conditions of such grant as the Committee acting in its absolute
discretion deems consistent with the terms of this Plan; however, if the
Committee grants an ISO and a NQO to a Key Employee on the same date, the right
of the Key Employee to exercise or surrender one such Option shall not be
conditioned on his or her failure to exercise or surrender the other such
Option. The Committee shall have the right to grant a NQO and Restricted Stock
to a Key Employee at the same time and to condition the exercise of the NQO on
the forfeiture of the Restricted Stock grant.
7.2. $100,000 Limit. The aggregate Fair Market Value of IBOS and
other incentive stock options granted on or after January 1, 1987 to a Key
Employee under this Plan and any other stock option plan adopted by SunTrust, a
Subsidiary or a Parent Corporation which first become exercisable in any
calendar year (which begins on or after January 1, 1987) shall not exceed
$100,000. Such Fair Market Value figure shall be determined by the Committee on
the date the ISO or other incentive stock option is granted, and the Committee
shall interpret and administer the limitation set forth in this ss.7.2 in
accordance with Section 422A(b)(7) of the Code.
4
<PAGE>
7.3. Option Price. The Option Price for each share of Stock subject
to an Option shall be no less than the Fair Market Value of a share of Stock on
the date the Option is granted if the Option is an ISO and shall be no less than
the par value of a share of Stock on the date the Option is granted if the
Option is a NQO. The Option Price shall be payable in full upon the exercise of
any Option, and an Option Agreement at the discretion of the Committee can
provide for the payment of the Option Price either in cash or in Stock
acceptable to the Committee or in any combination of cash and Stock acceptable
to the Committee. Any payment made in Stock shall be treated as equal to the
Fair Market Value of such Stock on the date the properly endorsed certificate
for such Stock is delivered to the Committee.
7.4. Exercise Period. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Option Agreement, but no Option Agreement shall make an Option
exercisable before the date such Option is granted or after the earlier of
(1) the date such Option is exercised in full, or (2) the date which
is the tenth anniversary of the date such
Option is granted. An Option Agreement may provide for the
exercise of an Option after the employment of a Key Employee
has terminated for any reason whatsoever, including death or
disability.
7.5. Nontransferability. Neither an Option granted under this Plan
nor any related surrender rights under ss.7.6 shall be transferable by a Key
Employee other than by will or by the laws of descent and distribution, and such
Option and any such surrender rights shall be exercisable during a Key
Employee's lifetime only by the Key Employee. The person or persons to whom an
Option is transferred by will or by the laws of descent and distribution
thereafter shall be treated as the Key Employee under this Plan.
7.6. Surrender of Options.
(a) General Rule. The Committee acting in its absolute discretion
may incorporate a provision in an Option Agreement to allow a Key Employee to
surrender his or her Option in whole or in part in lieu of the exercise in whole
or in part of that Option on any date that
(1) the Fair Market Value of the Stock subject to such Option
exceeds the Option Price for such Stock, and
(2) the Option to purchase such Stock is otherwise exercisable.
5
<PAGE>
(b) Procedure. The surrender of an Option in whole or in part shall
be effected by the delivery of the Option Agreement to the Committee (or to its
delegate) together with a statement signed by the Key Employee which specifies
the number of shares of Stock as to which the Key Employee surrenders his or her
Option and (at the Key Employee's option) how he or she desires payment be made
for such Surrendered Shares.
(c) Payment. A Key Employee in exchange for his or her Surrendered
Shares shall (to the extent consistent with the exemption under Rule 16b-3)
receive a payment in cash or in Stock, or in a combination of cash and Stock,
equal in amount on the date such surrender is effected to the excess of the Fair
Market Value of the Surrendered Shares on such date over the Option Price for
the Surrendered Shares. The Committee acting in its absolute discretion shall
determine the form and timing of such payment, and the Committee shall have the
right (1) to take into account whatever factors the Committee deems appropriate
under the circumstances, including any written request made by the Key Employee
and delivered to the Committee (or to its delegate) and (2) to forfeit a Key
Employee's right to payment of cash in lieu of a fractional share of stock if
the Committee deems such forfeiture necessary in order for the surrender of his
or her Option under this ss.7.6 to come within the exemption under Rule 16b-3.
(d) Restrictions. Any Option Agreement which incorporates a
provision to allow a Key Employee to surrender his or her Option in whole or in
part also shall incorporate such additional restrictions on the exercise or
surrender of such Option as the Committee deems necessary to satisfy the
conditions to the exemption under Rule 16b-3.
ss.8.
RESTRICTED STOCK
8.1. Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Restricted Stock to Key Employees under
this Plan from time to time and, further, shall have the right to make new
Restricted Stock grants in exchange for outstanding Restricted Stock grants.
However, no more than 3,000,000 shares of Stock shall be granted as Restricted
Stock under this Plan. Each Restricted Stock grant shall be evidenced by a
Restricted Stock Agreement, and each Restricted Stock Agreement shall set forth
the conditions, if any, under which the grant will be effective and the
conditions under which the Key Employee's interest in the underlying Stock will
become nonforfeitable.
8.2. Effective Date. A Restricted Stock grant shall be effective (a)
as of the date set by the Committee when the grant is made or, if the grant is
made subject to one, or more than one, condition, (b) as of the date such
conditions have been timely satisfied.
8.3. Conditions.
6
<PAGE>
(a) Grant Conditions. The Committee acting in its absolute
discretion may make the grant of Restricted Stock to a Key Employee effective
only upon the satisfaction of one, or more than one, objective employment,
performance or other grant condition which the Committee deems appropriate under
the circumstances for Key Employees generally or for a Key Employee in
particular, and the related Restricted Stock Agreement shall set forth each such
condition and the deadline for satisfying each such grant condition. If a
Restricted Stock grant will be effective only upon the satisfaction of one, or
more than one, condition, the shares of Stock underlying such grant shall be
unavailable under ss.3 for the period which begins on the date as of which such
grant is made and which ends as of the date, if any, that the grant becomes
effective under ss.8.2. If a Restricted Stock grant fails to become effective in
whole or in part under ss.8.2, the underlying shares of Stock subject to such
grant (if the entire grant fails to become effective) or the underlying shares
of Stock subject to that part of the grant which fails to become effective (if
only part of the grant fails to become effective) be treated under ss.3 as
forfeited and shall again become available under ss.3 as of the date of such
failure.
(b) Forfeiture Conditions. Each Restricted Stock grant shall (when
effective) be subject to one, or more than one, objective employment,
performance or other forfeiture condition which the Committee acting in its
absolute discretion deems appropriate under the circumstances for Key Employees
generally or for a Key Employee in particular, including a condition which
results in a forfeiture if a Key Employee exercises a NQO granted in tandem with
his or her Restricted Stock grant, and the related Restricted Stock Agreement
shall set forth each such condition and the deadline for satisfying each such
forfeiture condition. A Key Employee's nonforfeitable interest in the shares of
Stock underlying a Restricted Stock grant shall depend on the extent to which he
or she timely satisfies each such condition. Each share of Stock underlying a
Restricted Stock grant shall be unavailable under ss.3 after such grant is
effective unless such share is forfeited as a result of a failure to timely
satisfy a forfeiture condition, in which event such share of Stock shall again
become available under ss.3 as of the date of such failure.
8.4. Dividends and Voting Rights. If a cash dividend is declared on
a share of Stock underlying a Restricted Stock grant during the period which
begins on the date such grant is effective and ends immediately before the first
date that a Key Employee's interest in such underlying Stock (a) is forfeited
completely or (b) becomes completely nonforfeitable, SunTrust shall pay such
cash dividend directly to such Key Employee. If a Stock dividend is declared on
such a share of Stock during such period, such Stock dividend shall be treated
as part of the grant of the related Restricted Stock, and a Key Employee's
interest in such Stock dividend shall be forfeited or shall become
nonforfeitable at the same time as the Stock with respect to which the Stock
dividend was paid is forfeited or becomes nonforfeitable. The disposition of
each other form of dividend which is declared on such a share of Stock during
such period shall be made in accordance with such rules as the Committee shall
adopt with respect to each such dividend. A Key Employee also shall have the
right to vote the Stock underlying his or her Restricted Stock grant during such
period.
7
<PAGE>
8.5. Satisfaction of Forfeiture Conditions; Provision for Income and
Excise Taxes. A share of Stock shall cease to be Restricted Stock at such time
as a Key Employee's interest in such Stock becomes nonforfeitable under this
Plan, and the certificate representing such share shall be transferred to the
Key Employee as soon as practicable thereafter. The Committee acting in its
absolute discretion shall have the power to authorize and direct the payment of
a cash bonus to a Key Employee to pay all, or any portion of, his or her
federal, state and local income and excise tax liability which the Committee
deems attributable to his or her interest in his or her Restricted Stock grant
becoming nonforfeitable and, further, to pay any such tax liability attributable
to such cash bonus.
ss.9.
SECURITIES REGISTRATION
Each Option Agreement and Restricted Stock Agreement shall provide
that, upon the receipt of shares of Stock as a result of the surrender or
exercise of an Option or the satisfaction of the forfeiture conditions under a
Restricted Stock Agreement, the Key Employee shall, if so requested by SunTrust,
hold such shares of Stock for investment and not with a view of resale or
distribution to the public and, if so requested by SunTrust, shall deliver to
SunTrust a written statement satisfactory to SunTrust to that effect. As for
Stock issued pursuant to this Plan, SunTrust at its expense shall take such
action as it deems necessary or appropriate to register the original issuance of
such Stock to a Key Employee under the Securities Act of 1933 or under any other
applicable securities laws or to qualify such Stock for an exemption under any
such laws prior to the issuance of such Stock to a Key Employee; however,
SunTrust shall have no obligation whatsoever to take any such action in
connection with the transfer, resale or other disposition of such Stock by a Key
Employee.
ss.10.
LIFE OF PLAN
No Option or Restricted Stock shall be granted under this Plan on
or after the earlier of
(1) the tenth anniversary of the effective date of this Plan (as
determined under ss.4 of this Plan), in which event
this Plan otherwise thereafter shall continue in effect
until all outstanding Options have been surrendered or
exercised in full or no longer are exercisable and all
Restricted Stock granted under this Plan has been
forfeited or the forfeiture conditions on such Stock have been
satisfied in full, or
(2) the date on which all of the Stock reserved under ss.3 of this
Plan has (as a result of the surrender or exercise of Options
granted under this Plan or the satisfaction of the forfeiture
conditions on Restricted Stock) been issued or no longer is
available for use under this Plan, in which event this Plan
also shall terminate on such date.
ss.11.
ADJUSTMENT
The number of shares of Stock reserved under ss.3 of this Plan, the
number of shares of Stock underlying Restricted Stock grants under this Plan and
any related grant conditions and forfeiture conditions and the number of shares
8
<PAGE>
of Stock subject to Options granted under this Plan and the Option
Price of such Options shall be adjusted by the Board in an equitable manner to
reflect any change in the capitalization of SunTrust, including, but not limited
to, such changes as stock dividends or stock splits. Furthermore, the Board
shall have the right to adjust (in a manner which satisfies the requirements of
Section 425(a) of the Code) the number of shares of Stock reserved under ss.3 of
this Plan, the number of shares of Stock underlying Restricted Stock grants
under this Plan and any related grant conditions and forfeiture conditions, and
the number of shares subject to Options granted under this Plan and the Option
Price of such Options in the event of any corporate transaction described in
Section 425(a) of the Code which provides for the substitution or assumption of
such Options or Restricted Stock grants. If any adjustment under this ss.11
would create a fractional share of Stock or a right to acquire a fractional
share of Stock, such fractional share shall be disregarded and the number of
shares of Stock reserved under this Plan and the number subject to any Options
or Restricted Stock granted under this Plan shall be the next lower number of
shares of Stock, rounding all fractions downward. An adjustment made under this
ss.11 by the Board shall be conclusive and binding on all affected persons and,
further, shall not constitute an increase in "the number of shares reserved
under ss.3" within the meaning of ss.13(1) of this Plan.
ss.12.
SALE OR MERGER OF SUNTRUST; CHANGE IN CONTROL
12.1 Sale or Merger. If SunTrust agrees to sell all or substantially
all of its assets for cash or property or for a combination of cash and property
or agrees to any merger, consolidation, reorganization, division or other
corporate transaction in which Stock is converted into another security or into
the right to receive securities or property and such agreement does not provide
for the assumption or substitution of the Options and Restricted Stock granted
under this Plan, (1) each Option at the direction and discretion of the Board
(a) may (subject to such conditions, if any, as the Board deems appropriate
under the circumstances) be canceled unilaterally by SunTrust in exchange for
the number of whole shares of Stock (and cash in lieu of a fractional share), if
any, which he or she would have received if he or she had the right to surrender
his or her outstanding Option in full under ss.7.6 of this Plan and he or she
exercised that right on the date set by the Board exclusively for Stock (and
cash in lieu of a fractional share of Share) or (b) may be canceled unilaterally
by SunTrust if the Option Price equals or exceeds the Fair Market Value of a
share of Stock on such date and (2) the grant conditions, if any, and forfeiture
conditions on all outstanding Restricted Stock grants may be deemed completely
satisfied on the date set by the Board.
12.2 Change in Control. If there is a Change in Control of SunTrust
or a tender or exchange offer is made for Stock other than by SunTrust, the
Board thereafter shall have the right to take such action with respect to any
unexercised Options and any grants of Restricted Stock which are forfeitable, or
all such Options and all such grants of Restricted Stock, as the Board deems
appropriate under the circumstances to protect the interest of SunTrust in
maintaining the integrity of such grants under this Plan, including following
the procedure set forth in ss.12.1 for a sale or merger of SunTrust with respect
to such Options and Restricted Stock, and the Board shall have the right to take
different action under this ss.12.2 with respect to different Key Employees or
9
<PAGE>
different groups of Key Employees, as the Board deems appropriate under the
circumstances.
ss.13.
AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the
extent that the Board deems necessary or appropriate; provided, however, no such
amendment shall be made absent the approval of the shareholders of SunTrust (1)
to increase the number of shares reserved under ss.3, (2) to extend the maximum
life of the Plan under ss.10 or the maximum exercise period under ss.7.4, (3) to
decrease the minimum option price under ss. 7.3, (4) to change the class of
employees eligible for Options or Restricted Stock grants under ss.6 or to
otherwise materially modify (within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934, as amended) the requirements as to eligibility for
participation in this Plan or (5) to otherwise materially increase (within the
meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended) the
benefits accruing to Key Employees under this Plan. The Board also may suspend
the granting of Options and Restricted Stock under this Plan at any time and may
terminate this Plan at any time; provided, however, SunTrust shall not have the
right to modify, amend or cancel any Option or Restricted Stock granted before
such suspension or termination unless (1) the Key Employee consents in writing
to such modification, amendment or cancellation or (2) there is a dissolution or
liquidation of SunTrust or a transaction described in ss.11 or ss.12 of this
Plan.
ss.14.
MISCELLANEOUS
14.1. Shareholder Rights. No Key Employee shall have any rights as a
shareholder of SunTrust as a result of the grant of an Option under this Plan or
his or her exercise or surrender of such Option pending the actual delivery of
the Stock subject to such Option to such Key Employee. Subject to ss.8.4, a Key
Employee's rights as a shareholder in the shares of Stock underlying a
Restricted Stock grant which is effective shall be set forth in the related
Restricted Stock Agreement.
14.2. No Contract of Employment. The grant of an Option or
Restricted Stock to a Key Employee under this Plan shall not constitute a
contract of employment and shall not confer on a Key Employee any rights upon
his or her termination of employment in addition to those rights, if any,
expressly set forth in the Option Agreement which evidences his or her Option or
the Restricted Stock Agreement related to his or her Restricted Stock.
10
<PAGE>
14.3. Withholding. The exercise or surrender of any Option granted
under this Plan and the acceptance of a Restricted Stock grant shall constitute
a Key Employee's full and complete consent to whatever action the Committee
deems necessary to satisfy the federal and state tax withholding requirements,
if any, which the Committee in its discretion deems applicable to such exercise
or surrender or such Restricted Stock. The Committee also shall have the right
to provide in an Option Agreement or Restricted Stock Agreement that a Key
Employee may elect to satisfy federal and state tax withholding requirements
through a reduction in the number of shares of Stock actually transferred to him
or to her under this Plan, and any such election and any such reduction shall be
effected so as to satisfy the conditions to the exemption under Rule 16b-3.
14.4. Construction. This Plan shall be construed under the laws
of the State of Georgia.
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused its duly
authorized officer to execute this Plan this ________ day of
____________________, 1988 to evidence its adoption of this Plan.
SUNTRUST BANKS, INC.
By:______________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
EXHIBIT 10.20
AMENDMENT NUMBER ONE TO THE
SUNTRUST BANKS, INC.
1995 EXECUTIVE STOCK PLAN
AUGUST 11, 1998
Pursuant to Section 13 of the SunTrust Banks, Inc. 1995 Executive Stock Plan
(the "Plan"), the Plan is hereby amended, subject to and effective as of the
consummation of the merger of Crestar Financial Corporation with SunTrust Banks,
Inc., pursuant to the Agreement and Plan of Merger dated as of July 20, 1998, to
add a new Section 7.3(c) to read as follows:
"(c ) Notwithstanding and apart from the share limitation set forth in the
Section 7.3 (a) and 7.3 (b) of the Plan, Mr. Richard G. Tilghman may be
granted as of the consummation of the merger of Crestar Financial
Corporation with SunTrust Banks, Inc., an Option which relates to 180,000
shares of stock and Mr. James M. Wells, III may be granted as of the
consummation of the merger of Crestar Financial Corporation with SunTrust
Banks, Inc., an Option which relates to 90,000 shares of stock."
IN WITNESS WHEREOF, SunTrust Banks, Inc. has caused this Amendment Number One to
be signed and its seal to be affixed and duly attested by its duly authorized
officer, this ____day of ____, 1998.
SUNTRUST BANKS, INC.
By:___________________
Title:_________________
[CORPORATE SEAL]
Attest:_____________
Title:______________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<DESCRIPTION>EXHIBIT 10.21
<TEXT>
EXHIBIT 10.21
SUNTRUST BANKS, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
EFFECTIVE AS OF
JANUARY 1, 1994
<PAGE>
TABLE OF CONTENTS
Page
ss.1. PURPOSE 1
ss.2. DEFINITIONS 1
2.1 Account 1
2.2 Beneficiary 1
2.3 Board 1
2.4 Director 1
2.5 Interest Subaccount 1
2.6 Meeting Fees 1
2.7 Retainer 2
2.8 Stock Subaccount 2
2.9 SunTrust Stock 2
2.10 SunTrust 2
2.11 Trust Company Bank 2
ss.3. DEFERRAL ELECTIONS 2
3.1 First Term 2
3.2 Annual Deferral Elections 2
3.3 Automatic Election Extension 3
3.4 Account Credits 3
3.5 SunTrust Subsidiary 3
ss.4. ACCOUNT ADJUSTMENTS 3
4.1 General 3
4.2 Interest Subaccount 3
4.3 Stock Subaccount 3
ss.5. DISTRIBUTIONS 4
5.1 General 4
5.2 Distribution Forms 4
5.3 Beneficiary 5
5.4 General Assets 6
ss.6. MISCELLANEOUS 6
6.1 Making and Revoking Elections 6
6.2 No Liability 6
6.3 No Assignment; Binding Effect 6
6.4 Administration 6
6.5 Construction 6
<PAGE>
6.6 Term of Office 6
6.7 1934 Act 7
6.8 Individual Deferred Compensation Agreements 7
6.9 Amendment and Termination 7
6.10 Effective Date 7
SUNTRUST BANKS, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
ss.1.
PURPOSE
The purpose of this Plan is to provide a mechanism under which a
Director can elect to defer after 1993 the payment of his or her Retainer and
Meeting Fees or his or her Retainer or Meeting Fees until after the earlier of
his or her death or resignation, removal or retirement as a Director and,
further, to elect to treat such deferrals as if invested either in an interest
bearing account at Trust Company Bank or in SunTrust Stock pending the
distribution of such deferrals in accordance with the terms of this Plan.
ss.2.
DEFINITIONS
2.1. Account -- means for purposes of this Plan the bookkeeping
account maintained by SunTrust as part of SunTrust's books and records in
accordance with ss.3, ss.4 and ss.5 to show as of any date the interest of each
Director in this Plan, and each such bookkeeping account shall include
subaccounts to account for deemed investment returns and different distribution
forms.
2.2. Beneficiary -- means for purposes of this Plan the person or
persons designated as such in accordance with ss.5.3.
2.3. Board -- means for purposes of this Plan the Board of Directors
of SunTrust.
2.4. Director -- means for purposes of this Plan any person (other
than a person who is an employee of SunTrust or an affiliate of SunTrust) who
has been elected a member of the Board and any former member of the Board for
whom an Account is maintained under this Plan.
2.5. Interest Subaccount -- means for purposes of this Plan the part
of a Director's Account which is treated as if invested in an interest bearing
account paying interest at the prime rate in effect on the last day of each
calendar quarter at Trust Company Bank.
2.6. Meeting Fees -- means for purposes of this Plan the fees which
are payable to a Director for attending a meeting of the Board, a meeting of a
committee of the Board, a meeting of the Board of Directors of any SunTrust
subsidiary and a meeting of a committee of any such Board of Directors.
<PAGE>
2.7. Retainer -- means for purposes of this Plan the fees which are
payable to a Director for services as a member of the Board and a member of the
Board of Directors of any SunTrust subsidiary.
2.8. Stock Subaccount -- means for purposes of this Plan that part
of a Director's Account which is treated as if invested in SunTrust Stock.
2.9. SunTrust Stock -- means for purposes of this Plan the $1 par
value common stock of SunTrust.
2.10. SunTrust -- means for purposes of this Plan SunTrust Banks,
Inc. and any successor to SunTrust Banks, Inc.
2.11. Trust Company Bank -- means for purposes of this Plan Trust
Company Bank, Atlanta, Georgia or any successor to such bank.
ss.3.
DEFERRAL ELECTIONS
3.1. First Term. A person who is elected a Director or who is
nominated for election as a Director (other than a person who was a Director
immediately before such election or nomination) shall have the right at any time
before the end of the 30 day period immediately following the effective date of
his or her election to elect on the form provided for this purpose to defer the
payment of his or her Meeting Fees and Retainer or Meeting Fees or Retainer
which are otherwise payable after the end of such 30 day period and before the
end of the calendar year which includes the last day in such 30 day period;
provided, however, if a person makes such election before the effective date of
his or her election to the Board, such election shall apply to all such fees
which he or she so elects to defer and which are payable during the first
calendar year he or she serves as a Director. Any election which is made and not
revoked before the effective date of a Director's election shall become
irrevocable on such date and an election once irrevocable shall remain
irrevocable through the end of the calendar year which includes such effective
date. Any election which is made after such effective date and not revoked
before the end of the 30 day period immediately following such effective date
shall become irrevocable immediately after the last day in such 30 day period,
and an election once irrevocable shall remain irrevocable through the end of the
calendar year which includes the last day in such 30 day period.
3.2. Annual Deferral Elections. A Director before the beginning of
any calendar year shall have the right to elect on the form provided for this
purpose to defer the payment of his or her Meeting Fees and Retainer or Meeting
Fees or Retainer which are otherwise payable during such calendar year. Any
election which is made and which is not revoked before the beginning of such
calendar year shall become irrevocable on the first day of such calendar year
and shall remain irrevocable through the end of such calendar year.
<PAGE>
3.3. Automatic Election Extension. If a Director has made a deferral
election under either ss.3.1 or ss.3.2 for any calendar year and has not revoked
such election before the beginning of any subsequent calendar year, such
election shall remain in effect for each such subsequent calendar year and shall
be irrevocable through the end of each such subsequent calendar year.
3.4. Account Credits. The Meeting Fees and Retainer or Meeting Fees
or Retainer which a Director elects to defer under this ss.3 shall be credited
to his or to her Account as of the date SunTrust determines that such fees
otherwise would have been payable directly to the Director if no election had
been made under this ss.3.
3.5. SunTrust Subsidiary. If a Director makes a deferral election
under this ss.3 and he or she is a member of the Board of Directors of any
SunTrust subsidiary, SunTrust shall direct such subsidiary, or each such
subsidiary, to stop paying the Directors' Retainer and Meeting Fees or Retainer
or Meeting Fees in accordance with the terms of the Director's election under
this ss.3 to the extent that such election is effective under this Plan with
respect to such fees. Similarly, if a Director terminates any such election
under this ss.3, SunTrust shall direct the subsidiary, or each subsidiary, to
resume paying the Directors' Retainer and Meeting Fees or Retainer or Meeting
Fees in accordance with the Director's election to the extent such election is
effective under this Plan with respect to such fees.
ss.4.
ACCOUNT ADJUSTMENTS
4.1. General. Each Director who first makes an election under ss.3
shall make an election at the same time under this ss.4 on the form provided for
this purpose to treat the credits made to his or her Account as made either 100%
to his or her Interest Subaccount or 100% to his or her Stock Subaccount.
Thereafter a Director shall have the right to elect to change such election with
respect to future credits, and any such election shall (if properly made) be
effective for credits made under ss.3.4 after the end of the calendar year in
which the Director makes such election. An election under this ss.4.1 shall be
made on the form provided for this purpose and shall be effective only if made
in accordance with the directions on such form.
4.2. Interest Subaccount. Any credits which a Director elects to
treat as made to his or her Interest Subaccount shall be adjusted as of the
first day in each calendar quarter based on the prime interest rate in effect on
the last day of the immediately preceding calendar quarter at Trust Company
Bank. Such credits shall be made until his or her Interest Subaccount is
distributed in full in accordance with ss.5.
<PAGE>
4.3. Stock Subaccount. Any credits which a Director elects to treat
as made to his or her Stock Subaccount shall be deemed to purchase shares of
SunTrust Stock. The number of shares deemed purchased shall be determined by
dividing the credits made as of any date to a Director's Stock Subaccount by the
closing price of a share of SunTrust Stock for such date as accurately reported
in The Wall Street Journal. Any credits made to a Director's Stock Subaccount
shall be adjusted as of the first day in each calendar quarter based on the
number of the shares of SunTrust Stock deemed purchased with such credits times
the closing price of a share of SunTrust Stock as accurately reported in The
Wall Street Journal for the last business day of the immediately preceding
calendar quarter. Additional shares of SunTrust Stock shall be deemed purchased
whenever a cash dividend is paid on SunTrust Stock on the date the dividend is
paid on the same basis as shares are deemed purchased when a credit is made to a
Stock Subaccount. An appropriate adjustment in the credits made to a Stock
Subaccount or the shares of SunTrust Stock deemed purchased for such subaccount
shall be made whenever dividends are paid other than in cash or there is a stock
split or other adjustment or distribution made by SunTrust with respect to
SunTrust Stock.
ss.5.
DISTRIBUTIONS
5.1. General. The balance credited to a Director's Account shall
(subject to ss.5.2(b)) first become distributable to him or to her on the first
day of the calendar year which immediately follows the calendar year which
includes his or her date of death or the effective date of his or her
resignation, removal or retirement as a Director, whichever comes first, and the
distribution shall be made as soon as practicable after the beginning of such
calendar year. A Director shall have the right to elect that his or her Account
be distributed in one of the distribution forms described in ss.5.2 and any such
election shall be irrevocable. If such election is made at least one full year
before his or her Account first becomes distributable, the Director's Account
shall be distributed in accordance with such election. If such election is made
less than one full year before his or her Account first becomes distributable,
the Director shall be deemed to have made an election under this Plan for a
standard lump sum distribution under ss.5.2(a). All distributions under this
Plan shall be made in cash.
5.2. Distribution Forms.
5.2.1. Standard Lump Sum. A Director shall have the right to elect
that his or her Account be distributed in a standard lump sum, and a standard
lump sum distribution shall be made as soon as practicable after his or her
Account first becomes distributable under ss.5.1.
<PAGE>
5.2.2. Accelerated Lump Sum. A Director shall have the right to
elect that his or her Account be distributed in an accelerated lump sum. If a
Director makes such an election, his or her Account shall be treated under
ss.5.1 as first becoming distributable on the first day of the first calendar
quarter which immediately follows the calendar quarter which includes his or her
date of death or the effective date of his or her resignation, removal or
retirement as a Director, whichever comes first, and his or her accelerated lump
sum election shall be effective only if made at least one full year before the
first day of the calendar quarter in which his or her Account is treated (as a
result of this ss.5.2(b)) as first becoming distributable under ss.5.1. If a
Director's accelerated lump sum election is effective, the accelerated lump sum
distribution shall be made as soon as practicable after the beginning of the
calendar quarter in which his or her Account is so treated as first
distributable.
5.2.3. Five Annual Installments. A Director shall have the right to
elect that his or her Account be distributed in five annual installments. If a
Director's Account is distributed under this distribution form, the first annual
installment shall be made as soon as practicable after his or her Account first
becomes distributable under ss.5.1. The amount distributable each calendar year
shall be determined by multiplying the Director's Account by a fraction, the
numerator of which shall be one and the denominator of which shall be the number
of installments remaining after such installment has been paid plus one. The
second annual installment through the fifth annual installment shall be
distributed on or about the anniversary of the distribution of the first annual
installment. 5.2.4. Ten Annual Installments. A Director shall have the right to
elect that his or her Account be distributed in ten annual installments. If a
Director's Account is distributed under this distribution form, the first annual
installment shall be made as soon as practicable after his or her Account first
becomes distributable under ss.5.1, and the amount distributable each calendar
year shall be determined by multiplying the Director's Account by a fraction,
the numerator of which shall be one and the denominator of which shall be the
number of installments remaining after such installment has been paid plus one.
The second annual installment through the tenth annual installment shall be
distributed on or about the anniversary of the distribution of the first annual
installment.
5.3. Beneficiary.
(a) Designation. A Director shall have the right to designate a
person, or more than one person, as his Beneficiary to receive the balance
credited to his or her Account in the event of his or her death. Any such
designation shall be made on a form provided for this purpose and shall be
effective when such form is properly completed and delivered (in accordance with
the instructions on such form) by the Director to SunTrust before his or her
death. A Director may change his or her Beneficiary designation from time to
time and, if a Director changes his or her Beneficiary at any time, his or her
Beneficiary shall be the person or persons designated on the last form which is
effective on his or her date of death. If no Beneficiary designation is in
effect on the date a Director dies or if no designated Beneficiary survives the
Director, the Director's estate automatically shall be treated as his or her
Beneficiary under this Plan.
<PAGE>
(b) Distribution. If a Director's Beneficiary is a natural person,
the Director's Account shall be distributed, or shall continue to be distributed
to such person, in accordance with the distribution election in effect for the
Director on the date of his or her death. If a Director's beneficiary is a
person other than a natural person, the balance credited to the Director's
Account shall be distributed to such person in a lump sum as soon as practicable
after the Director's Account first becomes distributable under ss.5.1 without
regard to the distribution form which the Director had elected.
5.4. General Assets. All distributions to, or on behalf of, a
Director under this Plan shall be made from SunTrust's general assets, and any
claim by a Director or by his or her Beneficiary against SunTrust for any
distribution under this Plan from such assets shall be treated the same as a
claim of any general and unsecured creditor of SunTrust.
ss.6.
MISCELLANEOUS
6.1. Making and Revoking Elections. An election shall be treated or
made or revoked under this Plan only when the form provided for making such
election or revocation is properly completed and delivered to SunTrust in
accordance with the instructions on such form.
6.2. No Liability. No Director and no Beneficiary of a Director
shall have the right to look to, or have any claim whatsoever against, any
officers, director, employee or agent of SunTrust or any affiliate of SunTrust
in his or her individual capacity for the distribution of any Account.
6.3. No Assignment; Binding Effect. No Director or Beneficiary shall
have the right to alienate, assign, commute or otherwise encumber an Account for
any purpose whatsoever, and any attempt to do so shall be disregarded as
completely null and void. The provisions of this Plan shall be binding on each
Director and Beneficiary and on SunTrust.
6.4. Administration. This Plan shall be administered at any time by
the person who at such time is the Senior Vice President and Director, Human
Resources (or who acts as the functional equivalent to SunTrust's Senior Vice
President and Director, Human Resources as such person functioned on January 1,
1994) or his or her successor, or such person's or successor's delegate, and
such officer or successor or delegate shall have the right and the power and the
responsibility to take such equitable and other action as he or she deems proper
or appropriate under the circumstances to properly administer this Plan.
6.5. Construction. This Plan shall be construed in accordance with
the laws of the State of Georgia. Headings and subheadings have been added only
for convenience of reference and shall have no substantive effect whatsoever.
All references to sections shall be to sections to this Plan. All references to
the singular shall include the plural and all references to the plural shall
include the singular.
<PAGE>
6.6. Term of Office. A Director's participation in this Plan shall
not constitute a contract for a Director to serve as a member of the Board for
any particular term or for any particular rate of Compensation, and
participation in this Plan shall have no bearing whatsoever on such terms or
Compensation or on any other conditions for membership on the Board.
6.7. 1934 Act. With respect to persons subject to Section 16 of the
Securities Exchange Act of 1934 ("1934 Act"), transactions under this Plan are
intended to comply with all applicable conditions of Rule 16(a)-1(c)(3)(ii) or
its successors under the 1934 Act. To the extent any provision of this Plan or
act by the Plan administrator fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Plan
administrator.
6.8. Individual Deferred Compensation Agreements. If a Director has
entered into an unfunded individual deferred compensation agreement with
SunTrust, SunTrust shall have the right to transfer the balance credited as of
January 1, 1994 to the Director's bookkeeping account under such agreement to
this Plan as a credit made as of such date under this Plan to an Account, or
more than one Account, for such Director if (1) the Director agrees to the
cancellation of such agreement as a condition to the transfer of such
bookkeeping credit, (2) the Director agrees to look exclusively to this Plan for
the payment of any such bookkeeping credit and for the terms and conditions for
such payment and (3) the Director makes an election under ss.4 with respect to
his or her Account, or his or her Accounts. If a benefit was payable to the
Director under such agreement at the time of such transfer or he or she had
elected a benefit payment form for a benefit under such agreement, (A) such
benefit shall be paid in the form described in ss.5.2(a) if the payment period
called for under such agreement or such election for such benefit was less than
5 years, (B) such benefit shall be paid in the form described in ss.5.2(c) if
the payment period called for under such agreement or such election for such
benefit was 5 years or more but less than 10 years and (C) such benefit shall be
paid in the form described in ss.5.2(d) if the payment period called for under
such agreement or such election for such benefit was 10 years of more.
6.9. Amendment and Termination. The Board shall have the right to
amend this Plan from time to time and to terminate this Plan at any time;
provided, however, the balance credited to each Account immediately after any
such amendment or termination shall be no less than the balance credited to such
Account immediately before such amendment or termination and no amendment or
termination shall adversely affect a Director's right to the distribution of his
or her Account or his or her Beneficiary's right to the distribution of such
Account.
<PAGE>
6.10. Effective Date. This Plan shall be effective only for Meeting
Fees and Retainer payable after December 31, 1993.
SUNTRUST BANKS, INC.
By: _______________________
Title: _______________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<DESCRIPTION>EXHIBIT 10.22
<TEXT>
EXHIBIT 10.22
MANAGEMENT INCENTIVE COMPENSATION PLAN OF
CRESTAR FINANCIAL CORPORATION
Amended and Restated
Effective January 1, 1998
<PAGE>
Management Incentive Compensation Plan of
Crestar Financial Corporation
INTRODUCTION
Crestar Financial Corporation (the "Sponsor"), a corporation organized
under the laws of the Commonwealth of Virginia, hereby amends and restates,
effective as of January 1, 1998, the Management Incentive Compensation Plan of
Crestar Financial Corporation (the "Plan"). The Plan was originally adopted
March 24, 1967, as the Incentive Compensation Plan of United Virginia Bankshares
Incorporated and Affiliated Corporations and has been amended from time to time
thereafter effective through January 1, 1989. This amendment and restatement,
effective as of January 1, 1998, conforms the description of the procedures used
by the Committee and the Employers and takes into account the Amended and
Restated Agreement and Plan of Merger by and among SunTrust Banks, Inc.
("SunTrust"), Crestar Financial Corporation and SMR Corporation (Va.), dated as
of July 20, 1998 (the "Agreement") pursuant to which the Sponsor will become a
wholly owned subsidiary of SunTrust on December 31, 1998.
This Plan is intended to provide key officers who do not participate in
production incentive programs with extra incentive beyond the financial rewards
built into a competitive base salary program and to focus their attention on
short-term (annual) corporate objectives by recognizing both individual and
corporate performance.
ARTICLE 1
DEFINITIONS
1.01. Affiliate means any corporation if at least fifty-one percent (51%) of its
stock is owned, directly or indirectly, by the Sponsor as of July 20, 1998.
1.02. Award means an incentive compensation award under this Plan.
1.03 Award Schedule means the schedule adopted by the Committee, as described in
Plan article 3, containing targeted Return on Equity goals, including a minimum
threshold below which no Awards are made under this Plan.
1.04. Beneficiary means, with respect to all or part of any Award payable under
this Plan that the Employee has not elected to defer under the Deferred
Compensation Program, the beneficiary or beneficiaries that receive death
benefits at the Employee's death under the Crestar Financial Corporation
Executive Life Insurance Plan or under the Crestar Financial Corporation Group
Life Plan (or any successor plan to either such plan), whichever is applicable.
1
<PAGE>
If the Employee is not a participant in either such plan, then the Employee's
Beneficiary for any Award that the Employee has elected not to defer under the
Deferred Compensation Program is the Employee's surviving spouse and if the
Employee has no surviving spouse, the Employee's estate. With respect to all or
any part of an Award payable under this Plan that the Employee elects to defer
under the Deferred Compensation Program, Beneficiary means the Employee's
beneficiary as determined under the Deferred Compensation Program.
1.05. Board of Directors means the Board of Directors of the Sponsor and Crestar
Bank.
1.06. Committee means the Human Resources and Compensation Committee of the
Board.
1.07. Compensation means the regular base pay of an Employee for a Year without
regard to salary deferrals or salary reductions, exclusive of commissions,
bonuses, Awards under this Plan, and any other types of incentive compensation
or supplemental pay. In the case of an Employee who is employed by two or more
Employers during any Year, Compensation means the total of the Employee's
Compensation from all such Employers; and each Employer must consider that
amount in determining such Employee's eligibility to participate in this Plan.
In the case of an individual who becomes an Employee after the first day of the
Year, whether as a new hire or through a promotion, and in the case of an
Employee who is entitled a pro-rated Award as a result of his Retirement,
Disability or death during a Year, Compensation means Compensation received by
the individual while he was an Employee during the Year.
1.08. Continuing Directors means the non-employee members serving on the
Sponsor's Board and the board of directors of Crestar Bank immediately prior to
the Control Change who, after the Control Change, continue to be members of
either the Sponsor's Board or the board of directors of Crestar Bank.
1.09. Control Change means the effective time of the consummation of the merger
of Crestar Financial Corporation and SMR Corporation pursuant to the Amended and
Restated Agreement and Plan of Merger by and among SunTrust Banks, Inc., Crestar
Financial Corporation and SMR Corporation (Va.), dated as of July 20, 1998,
whereby the Sponsor will become a wholly owned subsidiary of SunTrust Banks,
Inc.
1.10. Deferred Compensation Program means the Crestar Financial Corporation
Deferred Compensation Program under the Crestar Financial Corporation Management
Incentive Compensation Plan, as in effect at the relevant time.
1.11. Disability means a condition that qualifies an Employee to receive
benefits under the Crestar Financial Corporation Long-Term Disability Plan or
that would qualify him to receive such benefits if he were a participant in that
plan.
1.12. Effective Date means January 1, 1998, the effective date of the Plan as
amended and restated in this document.
2
<PAGE>
1.13. Employee means an employee of an Employer who meets the eligibility
standards for participation in this Plan as specified by the Committee. Until
changed by the Committee, Employee means an Employee at salary grade 30 or above
and who is not eligible for any specialized incentive production plan of an
Employer or who does not have an agreement with any Employer that precludes his
eligibility to participate in this Plan.
1.14. Employer means the Sponsor and its Affiliates as of December 20, 1998 and
any successor to the Sponsor.
1.15. Leave of Absence means an absence authorized by an Employee's Employer
without loss of employment status, including absence on account of illness or
under the Family and Medical Leave Act, business of the Employer, vacation, and
service in the Armed Forces of the United Sates. In the case of service in the
Armed Forces of the United States (or Family and Medical Leave Act leave), the
Employee must return to the employment of the Employers within the period during
which his reemployment rights are protected by law, whether or not Compensation
is paid during such absence.
1.16. Personal Target means the schedule established by the Committee, as
described in Plan article 3, stating the corporate performance measurement
percentage and the individual performance percentage which are applied to the
Award Schedule's payout for a Year to determine the amount of an Employee's
Award, if any, payable under this Plan for that Year.
1.17. Plan means the Crestar Financial Corporation Management Incentive
Compensation Plan, as described in this document and any appendixes, schedules,
and exhibits, as amended from time to time.
1.18. Retirement means Normal Retirement, Early Retirement or Postponed
Retirement, as described in the Retirement Plan for Employees of Crestar
Financial Corporation and Affiliated Corporations as in effect on January 1,
1998.
1.19. Return on Equity means the percentages stated in the Award Schedule to
determine the level of Award payouts, if any, for a Year. Return on Equity is
generally determined by dividing net income from continuing operations of the
Employers for the Year by average shareholder equity for the Year, with such
adjustments as the Committee, in its discretion, may deem appropriate. For
example, in determining Return on Equity for a Year, the Committee, in its
discretion, may decide to disregard extraordinary, nonrecurring items of income
or expense. The Committee in its discretion shall determine how Return on Equity
shall be calculated for the 1998 Year.
1.20. Sponsor means Crestar Financial Corporation.
1.21. Year means a calendar year.
<PAGE>
ARTICLE 2
ELIGIBILITY
To be eligible for consideration for an Award for a Year, an Employee must
be an Employee on December 31 of that Year except that an Employee terminating
during a Year because of Retirement, Disability or death is eligible for
consideration for a pro-rated Award for that Year based on Compensation received
as an Employee during the Year. An Employee who has been designated as eligible
for the Plan for a Year and who is not at work with his Employer on December 31
because of a Leave of Absence may be eligible for a full or partial award for
that Year as determined by the Committee.
ARTICLE 3
AWARDS
3.01. Determination of Award Targets
Awards under this Plan for a Year are determined by the Committee based on
the Award Schedule and each Employee's Personal Target as described in this Plan
section 3.01.
(a) Award Schedule. Each Year the Committee establishes an Award Schedule
containing targeted Return on Equity percentages for that Year with
corresponding Award payouts expressed as a percentage of Personal Targets. The
Award Schedule shall contain a minimum Return on Equity target which must be
achieved before any Award is payable under this Plan for that Year. In setting
the Return on Equity targets for a Year, the Committee, in its discretion, may
consider such factors as it determines appropriate, such as industry performance
for the prior year and projected Return on Equity for the current Year.
(b) Personal Targets. Each Year the Committee establishes Personal Targets
for Awards, expressed as a percentage of Compensation for each salary grade
level of Employees. In setting the Personal Targets, the Committee, in its
discretion, may consider such factors as it determines appropriate, including
but not limited to, competitive compensation data and the Employers' desire to
provide incentives to Employees. Each Personal Target is divided into two parts,
a corporate performance part (based on a corporate performance measure
determined by the Committee, such as return on Equity) and an individual
performance part (based on the Employee's individual achievements). The
4
<PAGE>
corporate performance measure is a higher portion of the Personal Target for
more senior level Employees and the individual performance part is a higher
portion of the Personal Target for Employees in lower grade levels.
(c) Communication to Employees. Employees are notified of the Award
Schedule and their Personal Targets for a Year as soon as practicable after the
Award Schedule and Personal Targets are established by the Committee.
3.02 Determination of Award Payouts
(a) Corporate performance determinations. Award calculations for a Year
are generally made in January after final Return on Equity results for the
preceding Year are known. The Committee, in its discretion, determines the
Return on Equity level that is achieved for the Year and decides whether the
Return on Equity calculation should disregard or take into account extraordinary
items of income or expense for that Year or other items as the Committee
determines is appropriate. For the 1998 Year, the Committee may determine the
appropriate factors to consider in determining the Return on Equity calculation
for purposes of this Plan and for what portion of the Year the calculation shall
be performed. No Awards are payable for a Year if the Return on Equity is less
than the minimum threshold provided in the Award Schedule. Except as provided in
subsection (d) below, the corporate performance part of the Personal Target is
not subject to adjustment by the Employee's manager.
(b) Individual performance. If the Return on Equity for the Year is at or
above the minimum threshold required for Award payouts, each Employee's manager
assess the Employee's personal achievements for the Year. The individual
performance part of an Employee's Award may range from zero to 150% of the
Personal Target (or from zero to 200% for certain officers designated by the
Committee), depending on the manager's assessment of the Employee's performance
for the Year and the approval of the Committee or its delegate. In the case of
Proxy reporting executive officers, the Committee evaluates each officer's
individual achievements for the Year and determines the individual performance
part of such officer's Award, if any.
(c) Approval of Awards. As soon as practicable after the end of each Year,
each manager must send to the Committee or its delegate the manager's
performance rating for each evaluated Employee along with the manager's
recommendations on the amount of any Award for each evaluated Employee. Upon
receiving the recommendations of the Employee's manager, the Committee or its
delegate determines the final amount of each Award, in its sole discretion.
(d) Forfeiture of Awards. An Employee who does not meet the eligibility
standards described in Plan article 2 is not considered for an Award for a Year.
An Employee who receives a performance rating of "inconsistent" or lower from
his manager for a Year is ineligible for an Award (both the corporate and the
individual performance portions of the Award) for that Year, regardless of
whether Awards are otherwise payable to other Employees according to the Award
5
<PAGE>
Schedule. In addition, an Award approved by the Committee or its delegate may be
revoked prior to its payment to the Employee if the Employee is determined to
have been guilty of serious misconduct at any time during his employment with
the Employers. For purposes of the preceding sentence, "serious misconduct"
means the Employee's dishonesty, fraud, embezzlement, conviction of a felony or
a serious violation of the Sponsor's Standards of Conduct, as determined in the
sole discretion of the Committee.
3.03 Distribution of Awards
(a) Cash payments. Except as provided in subsection (b), Awards payable
under this Plan are distributed in a lump sum cash payment through the payroll
account of the Employer of the Employee receiving an Award as soon as
practicable after the Awards have been approved. Awards approved for the 1998
Year will be distributed in accordance with this normal distribution schedule.
(b) Deferral of Awards. Notwithstanding subsection (a), any Employee
entitled to receive an Award under the Plan and eligible to participate in the
Deferred Compensation Program may elect to defer the receipt of the distribution
of part or all of the Award according to the procedures under the Deferred
Compensation Program. For purposes of this subsection (b), any deferral
elections previously made by Employees pursuant to the Deferred Compensation
Program for Awards granted in 1998 will be honored.
(c) Tax withholding. All Awards made under this Plan are subject to
applicable withholding of local, state and federal income taxes and Social
Security taxes, as required by law.
ARTICLE 4
COMPENSATION COMMITTEE
4.01. Duties and Authority of Committee
(a) The Committee retains the duties and authority specified in this Plan,
including those described in this section, subject to Plan section 4.02.
(b) The Committee must establish the Award Schedule and the Personal
Targets as described in Plan article 3. The Committee has the sole discretion to
determine whether the Return on Equity targets have been met, to approve Awards
to Employees upon receiving the recommendations of the managers and to determine
the amount of any Awards to Proxy reporting executive officers. As soon as
practicable after Awards are determined, the Committee must report to the Board,
the Chief Executive Officer or other appropriate executives of the Sponsor the
amounts of any Awards granted for the preceding Year and the persons entitled to
those Awards.
6
<PAGE>
(c) The Committee has the sole power to construe the Plan and to determine
all questions that arise under the Plan, including questions relating to the
interpretation and administration of the Plan. The decision of the Committee
upon any matter within the scope of its authority is final and binding upon all
persons including any Employee and his Beneficiaries and any Employer, its board
of directors, officers and shareholders.
(d) The Committee may appoint agents and may delegate any of its authority
under the Plan, subject to subsection (e).
(e) No individual and no member of the Committee may vote or otherwise
participate in any determination of any Award with respect to himself.
4.02 Administration after Control Change.
After the Control Change, if the Committee no longer functions, the
Continuing Directors assume the duties and authority of the Committee under this
Plan, including the authority to construe the Plan, to resolve questions
relating to the interpretation and administration of the Plan and to determine
the amount of any Award to an Employee who is or would have been a Proxy
reporting executive officer for the 1998 Year. Such decisions must be made by a
majority of the Continuing Directors (excluding any Continuing Director who is
an Employee), which must consist of at least three Continuing Directors.
ARTICLE 5
AMENDMENT AND TERMINATION
5.01. Amendment and Termination
(a) Except as provided in Plan section 5.02, the Sponsor retains the
right, through action of its Board, its Executive Committee or its delegate, to
terminate this Plan or to amend this Plan at any time to any extent and in any
manner, prospectively or retroactively, and especially to qualify or retain
qualification of this Plan as an incentive bonus plan. Unless otherwise
provided, any such amendment will be effective for all Employees, whether or not
then employed by an Employer, and their Beneficiaries.
7
<PAGE>
(b) Change in eligibility. Except as provided in Plan section 5.02, the
Sponsor has the right, through action of its Board, its Executive Committee or
its delegate, at any time to terminate prospectively the rights under the Plan
of any Employee and to terminate the eligibility of any Employee or any group of
Employees to participate in this Plan.
5.02. After a Control Change
Notwithstanding any other provisions of this Plan, after the Control
Change, this Plan will automatically terminate when all Awards are distributed
(or deferred, if applicable, under the Deferred Compensation Program) to
Employees or their Beneficiaries who are eligible to receive Awards for the 1998
Year in accordance with the terms of this Plan.
ARTICLE 6
MISCELLANEOUS
6.01. No Trust
No trust is deemed established by this Plan. Reserves maintained by the
Sponsor or any other Employer, if any, are bookkeeping entries only and no
person is deemed to have an interest therein except as expressly provided in
this Plan.
6.02 Death
Payment of an Award due an Employee who dies during the Year or after
December 31 of the Year to which the Award relates is made to such Employee's
Beneficiary.
6.03 Status of Award
An Award once made by the Committee constitutes an unsecured debt from the
Employer to the Employee or his Beneficiary. Notwithstanding the preceding
sentence, an Employee has no claim against his Employer prior to the approval
and determination of an Award to him by the Committee.
6.04 Interpretation of Plan
(a) Governing laws. The Plan must be construed, enforced, and administered
in accordance with the laws of Virginia (including Virginia's choice-of-law
rules, except to the extent those laws would require application of the law of a
state other than Virginia), unless the laws of the United States of America take
precedence and preempt state laws.
8
<PAGE>
(b) Construction rules. For construction, one gender includes all, and the
singular and plural include each other. The headings and subheadings in this
Plan have been inserted for convenience of reference only and are to be ignored
in any construction of the Plan provisions. If a provision of the Plan is not
enforceable, that fact does not affect the enforceability of any other
provision.
6.05. Plan Creates No Separate Rights
(a) No employment rights. The Plan creates no employment rights and does
not modify the terms of an Employee's employment. The Plan is not a contract
between the Employer and any Employee or an inducement for anyone's employment
or continued employment. Nothing contained in this Plan shall be deemed to give
any Employee the right to be retained in the service of the Employer or to
interfere with the right of the Employer to discharge any Employee at any time,
regardless of the effect that a discharge may have upon him as a participant in
this Plan.
(b) Other plans. Unless the law or this Plan explicitly provides
otherwise, rights under any other employee benefit plan maintained by the
Employer (for example, benefits upon an Employee's death, retirement, or other
termination of employment) do not create any rights under this Plan to benefits
or continued participation. The fact that an individual is eligible to receive
an Award under this Plan does not create any rights under any other employee
benefit plan maintained by an Employer, unless that plan or the law explicitly
provides otherwise.
6.06. Nonalienation of Benefits
Except as permitted by law and this Plan section, no assignment of any
rights or benefits arising under the Plan is permitted or recognized. No rights
or benefits are subject to attachment or other legal or equitable process or
subject to the jurisdiction of any bankruptcy court. If any Employee is
adjudicated bankrupt or attempts to assign any benefits, then in the Committee's
discretion, those benefits cease. If that happens, the Committee may apply those
benefits for that Employee as the Committee sees fit. The Employers are not
liable for or subject to the debts, contracts, liabilities, or torts of any
person entitled to an Award under this Plan.
6.07. Action by Corporation
Any action of the Sponsor or any Employer under this Plan may be made by
its board of directors, the executive committee of its board, or any authorized
officer or other person with authorization from that board or under this Plan.
9
<PAGE>
SIGNATURE PAGE
As evidence of the adoption of the Management Incentive Compensation
Plan of Crestar Financial Corporation as amended and reflected in this document,
effective as of January 1, 1998, this document has been signed by its duly
authorized officer.
CRESTAR FINANCIAL CORPORATION
By:_____________________________
Human Resources Director
10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<DESCRIPTION>EXHIBIT 10.23
<TEXT>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
INTRODUCTION......................................... Introduction-1
ARTICLE 1 -- GENERAL..............................................1-1
1.01. Plan Creates No Separate Rights..........................1-1
(a) Rights only by statute............................1-1
(b) Employment modification...........................1-1
(c) Trust Agreement, Plan Contract control............1-2
1.02. Delegation of Authority..................................1-2
(a) Primary Employer. The Primary Employer's acts may be
accomplished by the Primary Employer's Designee (without
further authorization than this Plan subsection) or by any
other person with authorization from the Primary Employer's
Board.
(b) Sponsor...........................................1-2
(c) Other Employers...................................1-2
(d) Administrator's Rules.............................1-2
1.03. Limitation of Liability..................................1-3
(a) Section governs...................................1-3
(b) Individual liability..............................1-3
(c) Co-Fiduciary liability............................1-3
(e) Allocating and delegating.........................1-4
(f) Release...........................................1-4
1.04. Legal Action.............................................1-4
1.05. Benefits Supported Only by Plan Assets and Sponsor.......1-5
1.06. Administration Standards.................................1-5
i
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
1.07. Primary Employer and Other Employers.....................1-5
(a) Primary Employer..................................1-5
(b) Sponsors, Employers...............................1-5
1.08. Method of Participation..................................1-6
1.09. Withdrawal by Employer...................................1-6
1.10. Tax Year.................................................1-6
1.11. Suspension Periods.......................................1-7
ARTICLE 2 -- PARTICIPATION........................................2-1
2.01. Conditions of Participation..............................2-1
(a) Special participation rule........................2-1
(b) Beginning participation...........................2-1
2.02. Employment and Eligibility Status Changes................2-2
(a) Changing to non-Covered Employee..................2-2
(b) Changing to Covered Employee......................2-2
2.03. Renewed Participation....................................2-2
2.04. Determination of Eligibility.............................2-2
2.05. Enrollment...............................................2-3
(a) Application.......................................2-3
(b) Acknowledgement...................................2-3
2.06. Certification of Participation...........................2-3
2.07. Suspension Periods.......................................2-3
ii
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
ARTICLE 3 -- CONTRIBUTIONS........................................3-1
3.01. Suspension Periods.......................................3-1
3.02. General Provisions on Employer Contributions.............3-1
(a) Section is primary................................3-1
(b) Qualification intended............................3-1
(c) Questioned qualification..........................3-2
(d) Mistake of fact...................................3-2
(e) Exclusive purpose.................................3-2
(f) Determining contributions.........................3-3
(g) Contributing......................................3-3
(h) Cash or property..................................3-3
(i) Administrator's discretion........................3-3
(j) Administrator's Rules.............................3-3
3.03. General Provisions on Participant-owner and
Beneficiary-owner Contributions..........................3-4
(a) Section is primary................................3-4
(b) Payroll deduction.................................3-4
(c) Not payroll deduction.............................3-5
(d) Non-cash contributions allowed....................3-5
(e) Contributions Nonforfeitable......................3-5
(f) Time for contributions............................3-5
(g) Transfers by Employers............................3-5
(h) Transfers by Administrator........................3-6
(i) Payment determines time of Earned Benefit.........3-6
(j) Mandatory Contributions...........................3-6
(k) Voluntary Contributions...........................3-6
3.04. Cash and Non-cash Contributions..........................3-7
(a) Non-cash contributions allowed....................3-7
(b) Value of non-cash contributions...................3-7
3.05. Basic Contribution.......................................3-7
(a) General...........................................3-7
iii
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
(b) Borrowing offset..................................3-9
(c) Source of Basic Contribution......................3-9
3.06. Transfers................................................3-9
3.07. Additional Contribution.................................3-10
3.08. Division of Cost of Plan Contract.......................3-10
(a) General..........................................3-10
(b) Participant-owner's or Beneficiary-owner's cost..3-11
(c) Employer's cost..................................3-12
ARTICLE 4 -- BENEFIT ENTITLEMENT..................................4-1
4.01. Benefits Provided........................................4-1
(a) General...........................................4-1
(b) Division of ownership interest in Plan Contract...4-1
4.02. Loss of Benefits.........................................4-9
(a) Failure to pay Mandatory Contribution.............4-9
(b) Failure to pay Basic Contribution................4-10
(c) Plan termination or end of participation.........4-11
4.03. Suspension Periods......................................4-11
4.04. General Allocation Rules and Limitations................4-12
(a) General limits...................................4-12
(b) Deductibility limitation.........................4-12
(c) Unallocated assets...............................4-12
(d) Non-cash contributions...........................4-13
(e) Maximum Annual Addition limitations..............4-13
(f) Special Annual Addition allowances and
limitations......................................4-14
(g) Limitation related to excise taxes...............4-14
(h) The Excess-addition Suspense Account.............4-14
iv
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
4.05. Accounts................................................4-15
(a) Suspense Accounts................................4-15
(b) Named Accounts generally.........................4-17
(c) Plan Liability Accounts..........................4-17
(d) Employer Contribution Accounts...................4-18
(e) Accounts that make up Employer Contribution
Account..........................................4-18
4.06. Formula Allocations.....................................4-19
(a) General..........................................4-19
(b) Program of Allocations...........................4-20
(c) Notices required.................................4-20
4.07. Basic Contribution Allocations..........................4-20
(a) Formula allocations..............................4-20
(b) Primary Employer's Designee designation..........4-21
(c) Failure to designate.............................4-21
4.08. Matching Contribution Allocations.......................4-22
(a) Formula allocations..............................4-22
(b) Primary Employer's Designee's designation........4-22
(c) Failure to designate.............................4-22
4.09. Employee After-tax Contribution Allocations.............4-23
4.10. Allocations from Employer-designated Suspense Account...4-24
(a) Formula allocations..............................4-24
(b) Primary Employer's Designee's designation........4-24
(c) Failure to designate.............................4-25
4.11. Allocations from Income Suspense Account................4-25
(a) Formula allocations..............................4-25
(b) Primary Employer's Designee's designation........4-25
(c) Failure to designate.............................4-26
v
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
ARTICLE 5 -- VESTING..............................................5-1
5.01. Suspension Periods.......................................5-1
5.02. Nonforfeitable Earned Benefits...........................5-1
(a) Nonforfeitable....................................5-1
(b) Full and partial..................................5-1
(c) No reduction or expiration acceleration...........5-2
(d) Not unconditional.................................5-2
(e) Nonforfeitable Accounts...........................5-2
(f) Full vesting......................................5-3
(g) Nullifying Plan provisions........................5-3
5.03. Vesting Credits..........................................5-3
(a) One Vesting Credit................................5-3
(b) Exceptions........................................5-4
(c) Non-covered work credited.........................5-6
5.04. Forfeitable Earned Benefits..............................5-6
5.05. Forfeitures..............................................5-6
(a) Basic rules governing time of Forfeiture..........5-6
(b) Time of distributions in relationship to time of
Forfeiture...............................................5-7
(c) Allocation of Forfeitures.........................5-7
ARTICLE 6 -- DISTRIBUTIONS........................................6-1
6.01. General Provisions on Benefits, Distributions, Transfers.6-1
(a) Suspension Periods................................6-1
(b) Article controls..................................6-1
(c) Administrator authority and discretion............6-1
(d) Discharge of liability............................6-2
(e) Plan termination distributions....................6-2
vi
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
(f) Special distributions allowed.....................6-3
(g) Unclaimed benefits................................6-3
(h) Recapture of payments.............................6-3
(i) Garnishments......................................6-4
(j) Distributions to minors and incompetents..........6-4
6.02. Claims...................................................6-5
(a) Distributions without claims......................6-5
(b) Claims to Administrator...........................6-5
(c) Administrator's response..........................6-5
(d) Denied claims.....................................6-5
6.03. Review of Claims.........................................6-6
(a) Administrator's review............................6-6
(b) Possible hearing..................................6-6
(c) Review decision time limit........................6-6
(d) Allowances if a committee reviews.................6-7
(e) Determination final...............................6-7
6.04. Administrator-directed Roll-out..........................6-8
6.05. Cancellation or Surrender of Plan Contract...............6-8
ARTICLE 7 -- BENEFICIARIES........................................7-1
7.01. Conditions of Eligibility................................7-1
7.02. Beneficiary Payments.....................................7-1
(a) Beneficiary entitlement...........................7-1
(b) Beneficiary designation...........................7-1
(c) Proof of death....................................7-2
7.03. Beneficiary-owners.......................................7-2
vii
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
ARTICLE 8 -- AMENDMENT, TERMINATION, AND
MERGER............................................................8-1
8.01. Exercise of Powers.......................................8-1
(a) Source of powers..................................8-1
(b) Power to amend....................................8-1
(c) General power to amend, terminate, or transfer
assets/liabilities.......................................8-3
(d) Sponsor's powers suspended........................8-3
8.02. Amendment................................................8-3
(a) Sponsor...........................................8-3
(b) No diversion or assignment........................8-4
8.03. Plan Merger or Asset Transfer............................8-5
(a) No reduction of benefits..........................8-5
(b) Primary Employer's Designee's written directions..8-6
8.04. Discontinuance of Contributions..........................8-6
(a) Employers.........................................8-6
(b) Not a termination.................................8-6
8.05. Termination..............................................8-7
(a) General...........................................8-7
(b) Notice............................................8-7
(c) Termination as to specific Participants or groups of
Participants.............................................8-8
(d) Partial termination...............................8-8
(e) Distributions.....................................8-8
(f) No further rights.................................8-9
8.06. Effect of Employer Transactions..........................8-9
8.07. Rules About Entities Exercising Powers..................8-10
(a) Exhibits.........................................8-10
(b) Power to amend...................................8-10
viii
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
(c) Power to terminate...............................8-10
(d) Power over mergers...............................8-10
(e) Power over asset or liability transfers..........8-11
(f) Power to delegate................................8-11
(g) Other powers.....................................8-11
(h) Relationship to other Plan provisions............8-12
(i) Exercise of power................................8-12
8.08. Trigger Events, Restoration Events, and Consequences....8-12
(a) Application of section...........................8-12
(b) Limitation on amendment and termination rights...8-13
(c) Mergers and asset and liability transfers........8-13
(d) Consent to actions of Administrator..............8-13
(e) Consent to actions of committees.................8-14
(f) Other powers suspended...........................8-14
(g) Restoration events...............................8-14
8.09. Change in Control.......................................8-15
ARTICLE 9 -- PLAN CONTRACTS, TRUST FUND, AND
RELATED RULES.....................................................9-1
9.01. Suspension Periods.......................................9-1
9.02. Plan Contracts, Trust Agreements.........................9-1
(a) Plan Contracts....................................9-1
(b) Trust Agreements..................................9-1
9.03. Trust Fund; General Amounts; Segregated Amounts..........9-2
(a) General...........................................9-2
(b) Trusts and accounts...............................9-2
9.04. Valuation of Trust Fund..................................9-3
(a) When section applies..............................9-3
(b) Conclusive........................................9-3
(c) General Amounts...................................9-3
(d) Segregated Amounts................................9-3
ix
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
(e) Adjustments.......................................9-3
(f) Participant Contributions.........................9-6
9.05. Directing the Trustee....................................9-6
(a) When section applies..............................9-6
(b) Persons who deal with a Trustee or co-Trustee.....9-6
(c) Appraisals........................................9-7
(d) Instructions regarding Employer ERISA Securities..9-7
(e) Compliance with Administrator's and Primary
Employer's Designee's directions.........................9-7
(f) Trustee's inability or unwillingness to comply with
directions...............................................9-7
9.06. Voting of Shares.........................................9-8
(a) When section applies..............................9-8
(b) Trustee's exercise of rights regarding Employer
Securities...............................................9-8
(c) Taxation..........................................9-8
(d) Information to Participants.......................9-9
ARTICLE 10 -- ADMINISTRATION.....................................10-1
10.01. Named Fiduciaries, Allocation of Responsibility.........10-1
(a) Suspension Periods...............................10-1
(b) Named Fiduciaries................................10-1
(c) Multiple-person Fiduciaries......................10-1
(d) Primary Employer.................................10-2
(e) Sponsor..........................................10-2
(f) Trustee..........................................10-2
(g) Administrator....................................10-2
(h) Lack of designation..............................10-3
(i) Allocation of responsibility.....................10-3
(j) Separate liability...............................10-3
x
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
10.02. Administrator Appointment, Removal, Successors, Except
During a Suspension Period..............................10-4
(a) Application of section...........................10-4
(b) Administrator appointment........................10-4
(c) Administrator resignation, removal...............10-4
(d) Successor Administrator appointment..............10-4
(e) Successor Administrator-member appointment.......10-5
(f) Qualification....................................10-5
10.03. Administrator Appointment, Removal, Successors During a
Suspension Period.......................................10-5
(a) Application of section...........................10-5
(b) Suspension of Primary Employer's and Primary
Employer's Designee's powers............................10-5
10.04. Operation of Administrator..............................10-5
(a) Records, rules, and guidelines...................10-5
(b) Multiple-person Administrator's acts and
decisions........................................10-6
(c) Delegations by a multiple-person Administrator...10-6
10.05. Other Fiduciary Appointment, Removal, Successors, Except
During a Suspension Period..............................10-7
(a) Application of section...........................10-7
(b) Other Fiduciaries generally......................10-7
(c) Appointment......................................10-7
(d) Resignation, removal.............................10-7
(e) Successor appointment............................10-8
(f) Qualification....................................10-8
(g) Related parties..................................10-8
10.06. Other Fiduciary Appointment, Removal, Successors During a
Suspension Period.......................................10-8
(a) Application of section...........................10-8
(b) Other Fiduciaries generally......................10-8
(c) General.................................................10-9
(d) Suspension of Sponsor's powers...................10-9
xi
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
(e) Removal by Administrator.........................10-9
(f) Removal by other Fiduciary.......................10-9
(g) Resignation.....................................10-10
(h) Successor appointment...........................10-10
(i) Additional Fiduciaries; continuing service......10-10
(j) Qualification...................................10-11
10.07. Operation of Multiple-person Fiduciaries...............10-11
(a) Other Fiduciaries generally.....................10-11
(b) Suspension Period...............................10-11
(c) Rules and guidelines............................10-11
(d) Records.........................................10-12
(e) Multiple-person Fiduciary's acts and decisions..10-12
(f) Multiple-person Fiduciary's delegation of
authority.......................................10-12
(g) Ministerial duties..............................10-12
10.08. Administrator's, Plan Committees' Powers and Duties....10-13
(a) Plan decisions..................................10-13
(b) Conclusive determination........................10-13
(c) Participation...................................10-14
(d) Agents and advisors.............................10-14
10.09. Discretion of Administrator, Plan Committees...........10-15
(a) Exclusive discretion............................10-15
(b) Waivers.........................................10-15
10.10. Records and Reports....................................10-15
(a) Reports.........................................10-15
(b) Records.........................................10-16
10.11. Payment of Expenses....................................10-16
10.12. Notification to Interested Parties.....................10-16
10.13. Notification of Eligibility............................10-17
xii
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
10.14. Other Notices..........................................10-17
10.15. Annual Statement.......................................10-17
10.16. Limitation of Administrator's and Plan Committees'
Liability..............................................10-17
(a) Separate liability..............................10-17
(b) Indemnification.................................10-18
(c) Fiduciaries.....................................10-18
10.17. Errors and Omissions...................................10-19
10.18. Communication of Directions from Participants..........10-19
ARTICLE 11 -- DEFINITIONS........................................11-1
11.01. Account.................................................11-1
11.02. Accrual Computation Period..............................11-1
11.03. Accrued Benefit.........................................11-2
11.04. Acquiring Person........................................11-3
11.05. Active Participant......................................11-3
11.06. Adjusted Severance from Service Date....................11-3
11.07. Administrator...........................................11-3
11.08. Administrator's Rules...................................11-3
11.09. Affiliate...............................................11-3
11.10. Affiliate-maintained....................................11-4
11.11. After-tax Savings Account...............................11-4
11.12. Age.....................................................11-4
11.13. Agreement...............................................11-4
11.14. Allocation Period.......................................11-4
11.15. Alternate Payee.........................................11-4
11.16. Annual Addition.........................................11-4
11.17. Assignment or Alienation................................11-5
11.18. Associate...............................................11-6
11.19. Basic Contribution......................................11-7
xiii
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
11.20. Beneficiary or Beneficiaries............................11-7
11.21. Beneficiary-owner.......................................11-7
11.22. Board or Board of Directors.............................11-7
11.23. Break in Service........................................11-7
11.24. Code....................................................11-7
11.25. Compensation............................................11-8
11.26. Continuing Directors....................................11-8
11.27. Contract................................................11-8
11.28. Control, Controlling....................................11-9
11.29. Control Affiliate.......................................11-9
11.30. Covered Employee........................................11-9
11.31. Credited Service........................................11-9
11.32. Current Earned Benefit.................................11-10
11.33. Defined Benefit Plan or DBP............................11-10
11.34. Defined Contribution Plan or DCP.......................11-10
11.35. Disabled, Disability...................................11-10
11.36. Domestic Relations Order...............................11-10
11.37. Earliest Retirement Age................................11-10
11.38. Early Retirement.......................................11-10
11.39. Earned Benefit.........................................11-10
11.40. Earnings...............................................11-11
11.41. Effective Date.........................................11-11
11.42. Eligibility Service Year...............................11-11
11.43. Eligible Employee......................................11-11
11.44. Employee...............................................11-11
11.45. Employee Contribution..................................11-11
11.46. Employee Contribution Account..........................11-12
11.47. Employer...............................................11-12
11.48. Employer Contribution Account..........................11-12
11.49. Employer-designated Suspense Account...................11-12
11.50. Employer-maintained....................................11-12
11.51. Entry Date.............................................11-12
11.52. ERISA..................................................11-13
11.53. ERISA Affiliate........................................11-13
11.54. Excess-addition Suspense Account.......................11-13
11.55. Excess Annual Additions................................11-13
xiv
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
11.56. Fiduciary..............................................11-13
11.57. First-tier Trigger Event...............................11-14
11.58. Fiscal Year............................................11-15
11.59. Forfeitable............................................11-15
11.60. Forfeiture, Forfeit....................................11-15
11.61. Fund and Trust Fund....................................11-15
11.62. General Amounts........................................11-15
11.63. Hour of Service........................................11-15
11.64. Income Suspense Account................................11-15
11.65. Insurer................................................11-16
11.66. Interested Person or Interested Party..................11-16
11.67. Introduction...........................................11-16
11.68. Investment Manager.....................................11-16
11.69. Involuntary Cash-Out...................................11-16
11.70. Leave of Absence.......................................11-17
11.71. Majority-owned Subsidiary..............................11-17
11.72. Mandatory Contribution.................................11-18
11.73. Maternity or Paternity Leave of Absence................11-18
11.74. Maximum Annual Addition................................11-18
11.75. Minimum Death Benefit..................................11-18
11.76. Named Account..........................................11-19
11.77. Named Fiduciary........................................11-19
11.78. Nonforfeitable.........................................11-19
11.79. Normal Retirement Age..................................11-19
11.80. Normal Retirement Date.................................11-19
11.81. Parent.................................................11-19
11.82. Participant............................................11-20
11.83. Participant-owner......................................11-20
11.84. Party in Interest......................................11-20
11.85. Pension Plan...........................................11-21
11.86. Person.................................................11-22
11.87. Plan...................................................11-22
11.88. Plan Committee.........................................11-22
11.89. Plan Contract..........................................11-22
11.90. Plan Liability Account.................................11-23
11.91. Plan Year..............................................11-23
xv
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
11.92. Predecessor Plan.......................................11-23
11.93. Primary Employer.......................................11-23
11.94. Primary Employer-maintained............................11-23
11.95. Primary Employer's Designee............................11-23
11.96. Profit.................................................11-23
11.97. Profit-sharing Plan....................................11-24
11.98. Program of Allocations.................................11-24
11.99. Qualified Domestic Relations Order.....................11-24
11.100. Qualified Plan or Qualified Trust......................11-24
11.101. Recoverable Costs......................................11-24
11.102. Related Entity.........................................11-25
11.103. Related Entity-maintained..............................11-25
11.104. Relative...............................................11-25
11.105. Restoration Event......................................11-25
11.106. Retire, Retires........................................11-25
11.107. Retirement.............................................11-25
11.108. Second-tier Trigger Event..............................11-25
11.109. Segregated Amounts.....................................11-28
11.110. Separation, Separation from Service....................11-28
11.111. Service................................................11-28
11.112. Severance from Service Date............................11-29
11.113. Sponsor................................................11-29
11.114. Sponsor-maintained.....................................11-29
11.115. Spouse.................................................11-29
11.116. Subsidiary.............................................11-29
11.117. Supplemental Account...................................11-29
11.118. Surviving Spouse.......................................11-29
11.119. Suspense Account.......................................11-29
11.120. Suspension Period......................................11-30
11.121. Transfer Account.......................................11-30
11.122. Transfer Contribution..................................11-30
11.123. Trigger Event..........................................11-30
11.124. Trust, Trust Fund, and Fund............................11-30
11.125. Trust Agreement........................................11-31
11.126. Trustee................................................11-31
11.127. Valuation Date.........................................11-31
xvi
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1990
TABLE OF CONTENTS
Section Page
- -------- -----
11.128. Vesting Break..........................................11-31
11.129. Vesting Computation Period.............................11-31
11.130. Vesting Credit.........................................11-31
11.131. Vesting Hold-out Year..................................11-32
11.132. Vesting Period of Service..............................11-32
11.133. Vesting Period of Severance............................11-32
11.134. Vesting Rule of Parity.................................11-32
11.135. Vesting Service Spanning Rule..........................11-33
11.136. Voluntary Cash-Out.....................................11-33
11.137. Voluntary Contribution.................................11-33
11.138. Welfare Plan...........................................11-33
11.139. Year of Service........................................11-34
ADOPTION PAGE
xvii
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
INTRODUCTION
------------
Crestar Financial Corporation (the "Primary Employer") adopted this amended and
restated Crestar Financial Corporation Executive Life Insurance Plan (the
"Plan") effective January 1, 1991 (the "Effective Date"). The Plan provides
Eligible Employees of the Primary Employer and related employers (the
"Employers") with a death benefit through split-dollar life insurance
arrangements, and allows for other benefits to be periodically announced by the
Primary Employer's Designee and added as exhibits to the Plan. The Primary
Employer intends that each Participant will share with his Employer the cost and
ownership of one or more life insurance policies identified in Schedule I (the
"Plan Contracts") with one or more life insurance companies (the "Insurers")
according to the Plan, the Plan Contracts, any Trust Agreements, and any
agreements between an Employer and a Participant (the "Agreements").
Consistent with Department of Labor Advisory Opinion 77-23, the Sponsor intends
to cause the Plan to be maintained as a Welfare Plan according to section 3(1)
of the Employee Retirement Income Security Act of 1974 (excluding that Act's
title II, "ERISA").
Nothing in this Plan is to be interpreted as prohibiting discrimination in favor
of highly compensated employees, officers, and shareholders. This Plan is not
part of any plan or arrangement, such as a voluntary employees' beneficiary
association as described in Code section 501(c)(9), requiring such
nondiscrimination.
Compliance Intended
-------------------
The Sponsor intends through this Plan in this document to maintain a plan that
satisfies the provisions of ERISA section 3(1). The Sponsor intends that the
Plan will comply fully with all other applicable statutes and regulations
governing wages, compensation, and fringe employment benefits. All questions
arising in the construction and administration of this Plan must be resolved
accordingly.
Introduction-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Definitions
-----------
Any word in this document with an initial capital not expected by ordinary
capitalization rules is a defined term. Definitions not found in the Plan are in
ERISA and regulations promulgated pursuant to ERISA (but the terms of the
statute prevail over any regulations) or in the Code and regulations promulgated
pursuant to the Code (but the terms of the statute prevail over any
regulations).
Governing Law, Construction
---------------------------
For construction, one gender includes all and the singular and plural include
each other. This Plan is construed, administered, and governed in all respects
under and by the laws of Virginia, except to the extent that the laws of the
United States of America have superseded those state laws. The headings and
subheadings in this Plan have been inserted for convenience of reference only
and are to be ignored in any construction of the Plan provisions.
Introduction-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 1
GENERAL
1.01. Plan Creates No Separate Rights
(a) Rights only by statute. The creation, continuation, or change of
the Plan, any Plan Contract, any Trust Agreement, any Trust Fund
(or any fund, account, or trust), or any payment does not give a
person a non-statutory legal or equitable right against
(1) the Primary Employer or any other Employer;
(2) any Sponsor;
(3) any officer, agent, or other employee of the Primary
Employer, a Sponsor, or any Employer;
(4) any Insurer, Trustee, or co-Trustee;
(5) the Administrator, any Administrator-member, any Plan
Committee, member of a Plan Committee, or other Fiduciary.
Unless the law or this Plan explicitly provides otherwise,
rights under any other Employer-maintained employee-benefit plan
(for example, plans that provide benefits upon an Employee's
death, retirement, or other termination) do not create any
rights under this Plan to benefits or continued participation
under this Plan. The fact that an individual is eligible to
receive benefits under this Plan does not create any rights
under any other Employer-maintained employee-benefit plan,
unless that plan or the law explicitly provides otherwise.
(b) Employment modification. The Plan modifies the terms of a
Participant's employment and is a contract between the
1-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Employers and the Participants; the Plan is an inducement for
the Participants' employment or continued employment.
(c) Trust Agreement, Plan Contract control. For any
Participant-owner or Beneficiary-owner, to the extent that any
provision in this Plan is inconsistent with the provisions of a
Plan Contract identified as applicable to that Participant-owner
or Beneficiary-owner, the Plan Contract provisions supersede the
inconsistent Plan provision as to the operation of the Plan
Contract.
1.02. Delegation of Authority
(a) Primary Employer. The Primary Employer's acts may be
accomplished by the Primary Employer's Designee (without further
authorization than this Plan subsection) or by any other person
with authorization from the Primary Employer's Board.
(b) Sponsor. Each Sponsor's acts may be accomplished by that
Sponsor's Designee or by any other person with authorization
from that Sponsor's Board. Acts by a Sponsor's designee are acts
of that Sponsor through that designee and are not acts of an
independent entity.
(c) Other Employers. Acts of an Employer other than the Primary
Employer or a Sponsor may be accomplished by any person with
authorization from that Employer's Board.
(d) Administrator's Rules. Subject to limitations in this Plan,
the Primary Employer's Designee or the Administrator may
create and publish original, additional, or revised
Administrator's Rules if that action is consistent with the
Plan's provisions; but the Administrator's rules may not
change the Primary Employer's, any Sponsor's, or any other
Employer's obligations under the Plan (including contribution
obligations). The Primary Employer's Designee may amend or
eliminate an Administrator's Rules provision created or
revised by the Administrator.
1-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
1.03. Limitation of Liability
(a) Section governs. Except according to this section, a Fiduciary
is not subject to suit or liability in connection with this
Plan, any Trust Agreement, or any Plan Contract or in connection
with the operation of the Plan, any Trust Agreement, or any Plan
Contract.
(b) Individual liability. A single-person Administrator, a Plan
Committee, each member of any Plan Committee, each Trustee, each
co-Trustee, and any person employed by the Primary Employer, a
Sponsor, or an Employer is liable only for his own acts or
omissions.
(c) Co-Fiduciary liability. A single-person Administrator, a Plan
Committee, each member of any Plan Committee, a Trustee, a
co-Trustee, or any person employed by the Primary Employer, a
Sponsor, or an Employer is not liable for the acts or
omissions of another without knowing participation in the acts
or omissions, except by action to conceal an action or
omission of another while knowing the act or omission is a
breach, or by a failure to properly perform duties that
enables the breach to occur, or with knowledge of the breach,
failure to make reasonable efforts to remedy the breach.
(d) Co-Trustee relationship. One Trustee or co-Trustee must use
reasonable care to prevent another from committing a breach;
but all Trustees and co-Trustees need not jointly manage or
control any Plan assets to the extent that specific duties
have been allocated among them in this Plan, in Plan
Contracts, or in any Trust Agreements. A Trustee or
co-Trustee is not liable for actions or omissions when
following the specific directions of the Primary Employer's
Designee, the Administrator, a Plan Committee, or a duly
authorized and appointed Investment Manager unless such
directions are improper on their face. If an Investment
Manager has been properly appointed, subject to subsection
(c), a Trustee or co-Trustee is not liable for the acts of the
Investment Manager
1-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
and does not have any investment responsibility for assets under
the management of the Investment Manager.
(e) Allocating and delegating. A Fiduciary is not liable for the
actions of another to whom responsibility has been allocated or
delegated according to this Plan unless--as the allocating or
delegating Fiduciary--it was imprudent in making the allocation
or delegation or in continuing the allocation or delegation,
except that a Fiduciary may be liable according to subsections
(c) and (d).
(f) Release. Each Employee releases from any and all liability or
obligation, to the extent release is consistent with the
provisions of this section, each single-person Administrator,
each Plan Committee, all members of any Plan Committee, each
Trustee, each co-Trustee, the Primary Employer, the Primary
Employer's Designee, each Sponsor, each Employer, all officers
and agents of any entity previously listed, and all agents of
Fiduciaries.
1.04. Legal Action
Except as explicitly permitted by statute, the Administrator, each
appropriate Plan Committee, each Insurer, each appropriate Trustee or
co-Trustee, each appropriate other Fiduciary, the Primary Employer,
and each affected Sponsor are the only necessary parties to any action
or proceeding that involves the Plan, any Trust Agreement, or any Plan
Contract or that involves the administration of the Plan, any Trust
Agreement, or any Plan Contract. No Employee or former Employee and no
Beneficiary or any person having or claiming to have an interest in a
Plan Contract under the Plan is entitled to notice of process. A final
judgment that is not appealable for any reason (including the passage
of time) and that is entered in an action or proceeding involving this
Plan is binding and conclusive on the parties to this Plan and all
persons having or claiming to have any interest in a Trust Fund or
Plan Contract maintained for this Plan or claiming to have any
interest under the Plan.
1-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
1.05. Benefits Supported Only by Plan Assets and Sponsor
Except as otherwise provided by statute, a person having any claim
under the Plan must look only to assets from any Trust Fund and from
Plan Contracts for satisfaction. The Primary Employer, any Sponsor,
and each Employer may contribute to a Trust Fund, to Insurers, or
both, but each Participant's right to assets from any Trust Fund is
determined by the Trust Agreements and this Plan, and each
Participant's right to assets from Plan Contracts is determined
according to the terms of those Plan Contracts and this Plan. To the
extent provided in Contracts, a Participant may look to an Insurer's
assets for satisfaction. To the extent provided in the governing Trust
Agreements, a Participant may look to assets of any Trust Fund for
satisfaction. An Employer contribution to this Plan or distribution of
assets from any source to provide the benefit promised to a
Participant satisfies that much of the Participant's Earned Benefit.
1.06. Administration Standards
To administer this Plan, the Administrator enjoys discretion to the
extent that this Plan and any Trust Agreements and Plan Contracts do
not specifically limit that discretion. The Administrator especially
may permit discrimination in favor of or against Employees who are
officers, shareholders, or highly compensated.
1.07. Primary Employer and Other Employers
(a) Primary Employer. This Plan's Primary Employer is Crestar
Financial Corporation, a Virginia corporation.
(b) Sponsors, Employers. This Plan is designed to allow the Primary
Employer's Related Entities to become Sponsors, to participate
in the Plan, or both. At any time after this Plan's Effective
Date, the Sponsors and Employers identified on the current
roster of Sponsors and Employers (an exhibit to this Plan) are
the Sponsors and Employers; if there is no roster, the Primary
Employer is the only Sponsor and Employer.
1-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
1.08. Method of Participation
With the Primary Employer's Board's approval, any Related Entity of
the Primary Employer not named in this Plan as a Sponsor or Employer
may take appropriate action satisfactory to the Primary Employer's
Designee through its Board to become a party to the Plan as a Sponsor,
as an Employer, or both. To become a Sponsor, the Related Entity must
adopt this Plan as a Sponsor and adopt this Plan as a split-dollar
life insurance program that is a Welfare Plan according to ERISA
section 3(1) for its Employees. To become an Employer, the Related
Entity must adopt this Plan as a split-dollar life insurance program
that is a Welfare Plan according to ERISA section 3(1) for its
Employees. An election to continue as an Employer but not a Sponsor or
to continue as a Sponsor but not an Employer may be accomplished by
the appropriate action of a Sponsor's or Employer's Board, delivered
in writing to the Primary Employer's Designee as advance notice for an
advance period determined by the Primary Employer's Designee. An
election not to continue as either a Sponsor or an Employer is a
withdrawal (continuing as either is not a withdrawal).
1.09. Withdrawal by Employer
A Sponsor may withdraw from the Plan as a Sponsor--but not as an
Employer--at any time satisfactory to the Primary Employer's Designee.
An Employer may not withdraw from the Plan (no longer maintain the
Plan as to its Employees or former Employees) during a Suspension
Period. Except during a Suspension Period, an Employer may withdraw
from this Plan upon the approval of the Primary Employer's Designee.
1.10. Tax Year
Although the Employers may each have a different tax year (an
Employer's own tax year is the determinative tax year for that entity
for all purposes unique to that entity, such as the period for
effecting contributions), the Plan Year is the fiscal year on which
this Plan's records are kept.
1-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
1.11. Suspension Periods
This Plan article 1 and other articles in this Plan reserve to the
Primary Employer certain discretionary authority and powers; all
Primary Employer powers, however, are exercised by other Fiduciaries
according to this Plan during a Suspension Period. A reference to the
Primary Employer or a reference to acts of the Primary Employer's
Designee in this Plan article 1 or in any other Plan article in the
context of a power is, during any Suspension Period, a reference to
the Fiduciary authorized to exercise that power.
1-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 2
PARTICIPATION
2.01. Conditions of Participation
(a) Special participation rule. As of January 1, 1991 (this
document's Effective Date), an Employee is a Participant in this
Plan if he is an Eligible Employee on whose life a Plan Contract
has been issued and is enrolled on Schedule I as of that date.
An Employee who participates specially according to this
subsection has an Entry Date no later than January 1, 1991.
(b) Beginning participation. An Employee may not begin
participation in this Plan while he is not a Covered
Employee. An Eligible Employee begins participation in this
Plan on his Entry Date. Except for Participants described in
subsection (a), an Eligible Employee's Entry Date is the date
on which a Plan Contract on his life is issued and made
effective by an Insurer and enrolled on Schedule I that occurs
no earlier than the Plan's Effective Date. An Eligible
Employee's Entry Date is no later than the earlier of:
(1) the first day of the Plan Year after he becomes an
Eligible Employee; or
(2) the first day of the seventh month after he becomes an
Eligible Employee.
If an Eligible Employee is absent on his Entry Date because he
is Separated from Service, his participation in this Plan still
begins on his Entry Date (the remaining provisions of this Plan
then apply to that Participant as of his Entry Date to determine
Plan entitlements and actions regarding the Plan Contract or
Plan Contracts on that Participant or his surrogate). If an
Eligible Employee is absent on his Entry Date for reasons other
than a Separation from Service (for
2-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
example, vacation, sickness, disability, Leave of Absence, or
layoff), his participation in this Plan still begins on his
Entry Date.
2.02. Employment and Eligibility Status Changes
(a) Changing to non-Covered Employee. If a Participant does not
Separate from Service but is no longer a Covered Employee
because of a job change or some other event other than
Retirement or Disability, he ceases to be a Covered Employee and
a Participant at the end of the pay period in which that job
change or other event occurs. A Participant who Retires or
becomes Disabled continues to be a Participant.
(b) Changing to Covered Employee. If an Employee becomes a Covered
Employee due to a change in his employment status (for example,
because of a job change or some other event) and if the Primary
Employer's Designee does not establish another date for that
Employee, his status as a Covered Employee begins on the day
after the date that is the end of the pay period in which his
status changes.
2.03. Renewed Participation
A Participant who ceases to participate in the Plan, as described in
the Plan subsection entitled "Changing to non-Covered Employee" (see
Plan section 2.02(a)), may again become a Participant only according
to the Plan subsection entitled "Beginning participation" (see Plan
section 2.01(b)).
2.04. Determination of Eligibility
The Administrator must determine each person's eligibility for
participation in the Plan. All good-faith determinations by the
Administrator are conclusive and binding on all persons for the Plan
Year in question, and there is no right of appeal except for claims,
as provided in this Plan.
2-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
2.05. Enrollment
(a) Application. To the extent described in the Administrator's
Rules, an application to participate may be required, and each
Employee and Participant must correctly disclose all requested
information necessary for the Administrator to administer this
Plan properly.
(b) Acknowledgement. In any claim form or similar instrument
adopted by the Administrator, as a condition of receiving Plan
benefits, an Employee or a Beneficiary may be required to
acknowledge the existence of and the terms and conditions in
the Plan and any Plan Contracts and that a copy of the Plan
and any Plan Contracts have been made available to him. The
Administrator may require an Employee or a Beneficiary to
agree to abide by the terms and conditions of this Plan and
any Plan Contracts.
2.06. Certification of Participation
The Administrator must provide the administrator of the Crestar
Financial Corporation Premium Assurance Plan with a list of the
premium due dates and the amount of the premiums for each Plan
Contract on the life of each Participant under the Plan.
As requested by the Employers, the Administrator must give each
Employer a list of Employees who became Participants since the last
list was given. As requested by an Employer after any Plan Year, the
Administrator must give that Employer a list of Employees who were
Participant-owners for that Plan Year.
2.07. Suspension Periods
During a Suspension Period, no additional Participants may join this
Plan.
2-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 3
CONTRIBUTIONS
3.01. Suspension Periods
This Plan article 3 reserves to the Primary Employer and Primary
Employer's Designee certain discretionary authority and powers; all
Primary Employer and Primary Employer's Designee powers, however, are
exercised by other Fiduciaries according to this Plan during a
Suspension Period. A reference to the Primary Employer or to the
Primary Employer's Designee in this Plan article 3 is, during any
Suspension Period, a reference to the Fiduciary authorized to exercise
that power.
3.02. General Provisions on Employer Contributions
(a) Section is primary. This Plan's provisions on Employer
contributions are all subject to the provisions of this
section and to the provisions of any Administrator's Rules
authorized by this section. Except for any Trust Fund
contributions, all Employer contributions described in this
Plan are made in the form of direct or indirect payments of
premiums due according to the terms of the Plan Contracts and
the Plan. Employer contributions for premium payments
generally do not become Plan assets because those
contributions increase the contributing Employer's Recoverable
Costs for the Plan Contract for which the premiums were paid.
(b) Qualification intended. The Employers intend that the Plan
will always qualify as a Welfare Plan under ERISA section
3(1). The Employers also intend that assets to be used to
satisfy Recoverable Costs are not Plan assets except to the
extent that they are so designated by the Primary Employer's
Designee as part of actions creating or maintaining a Plan
benefit structure that is neither a death benefit nor a
divided ownership benefit.
3-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(c) Questioned qualification. If the Plan as reflected in this
document (including any Administrator's Rules) does not
qualify as a Welfare Plan under ERISA section 3(1), or if the
Department of Labor conditions favorable opinions about the
Plan on amendments, caveats, or conditions not acceptable to
the Primary Employer, then the Primary Employer, at its
option, may either amend this Plan or revoke and annul any
amendment in any manner the Primary Employer deems advisable
to effect a favorable determination or opinion, or the Primary
Employer and the Sponsors may withdraw sponsorship and the
Primary Employer's Designee may terminate the Plan
prospectively or retroactively. On a termination according to
this subsection, each unconsumed contribution made by the
Employers after the effective date of any document causing a
qualification failure must be returned to the contributor.
(d) Mistake of fact. This subsection applies to all Employer
contributions under this Plan unless at the time of contribution
an Employer stipulates that the contribution by that Employer is
not subject to this subsection. If any contribution is made by
an Employer because of a mistake of fact, then the portion of
the contribution due to the mistake of fact must be returned to
the contributing Employer.
(e) Exclusive purpose. Except as provided in this Plan section,
Employer contributions to any Trust Fund or to an Insurer for
a Contract are irrevocable but subject to the Employers'
rights described in this Plan to recover their contributions
upon specific events. Other than the Employer's interest in a
Plan Contract attributable to its own contributions and other
expenditures (essentially, that Employer's Recoverable Cost
for the Plan Contract), Plan Contracts and any Plan assets
must not inure to the benefit of any Employer and must be held
for the exclusive purposes of providing benefits to
Participants and their Beneficiaries and for defraying
reasonable expenses of administering the Plan.
3-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(f) Determining contributions. Each Employer must determine the
amount of any of its contributions to any Trust Fund according
to this Plan's terms and the terms of the governing Trust
Agreement. Likewise, each Employer must determine the amount
of any of its contributions to any Insurer for a Plan Contract
under the terms of this Plan and that Plan Contract. To
facilitate determinations, the Primary Employer's Designee is
entitled to set a uniform determination date. Each Employer's
determination of its contributions is binding on all
Participants, the Administrator, and the contributor.
(g) Contributing. No person is required to collect Employer
contributions. Each Employer may cause its contributions to be
paid in installments and on the dates it elects, subject to the
requirements of the applicable Trust Agreement or Plan Contract.
(h) Cash or property. Except as restricted by the affected Insurer,
Trustee, or co-Trustee or by terms of the Plan (including any
Administrator's Rules) and except as prohibited (without
administrative exemption) by law, Employer contributions may be
in cash or any other property.
(i) Administrator's discretion. The Administrator may exercise its
discretion in implementing any Employer-contribution provision
in this Plan article 3 or in any Administrator's Rules if that
exercise of discretion does not violate any of the other
provisions in this article.
(j) Administrator's Rules. With the consent of the Primary
Employer's Designee, the Administrator may create and publish
original, additional, or revised Administrator's Rules governing
any Participant-owner or Beneficiary-owner election or
contributions, if that action is consistent with subsection (i)
and does not change an Employer's obligation to contribute.
3-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
3.03. General Provisions on Participant-owner and Beneficiary-owner
Contributions
(a) Section is primary. This Plan's provisions on
Participant-owner and Beneficiary-owner contributions are all
subject to the provisions of this section, each applicable
Plan Contract or Trust Agreement, and the provisions of any
Administrator's Rules that are not inconsistent with this
section or any applicable Plan Contract or Trust Agreement.
The Administrator or the Primary Employer's Designee may
create and publish original, additional, or revised
Administrator's Rules at any time to administer this section,
including provisions governing Participant contributions and
elections. (See Plan section 3.02(j) for similar
authorization to the Administrator.) References in the
remaining subsections to contributions by Participant-owners
may be read to include contributions by Beneficiary-owners
whenever such contributions are required by this Plan, any
applicable Plan Contract or Trust Agreement, or the Primary
Employer's Designee.
(b) Payroll deduction. To the extent that any Administrator's
Rules allow it, Participant-owners may contribute according to
this Plan by payroll deduction. A Participant-owner may
execute a form satisfactory to his Employer and the
Administrator, electing to contribute (after tax) a specific
amount for each pay period or for any identifiable time when
Earnings otherwise would have been received. A
Participant-owner's allowed contribution will be deducted by
that Participant-owner's Employer from the Participant-owner's
Earnings each pay period, until the Participant-owner's total
contributions under this section for any period equal the
amount of his Mandatory Contribution according to the Plan and
each applicable Plan Contract or Trust Agreement or, if
earlier, until the Participant changes or revokes his election
according to this Plan's provisions and any Administrator's
Rules. A Participant's change or revocation of his election
must be by written notice to his Employers and the
Administrator.
3-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(c) Not payroll deduction. To the extent that any Administrator's
Rules permit, in addition to or instead of the contributions
withheld according to subsection (b), each Participant-owner may
make one contribution (after tax) to the Administrator on each
date set by the Administrator for contributions under this
subsection.
(d) Non-cash contributions allowed. Participant-owner contributions
may be in cash or--to the extent that the Primary Employer's
Designee consents--in the form of Contracts that can be used as
Plan Contracts as part of the split-dollar program.
(e) Contributions Nonforfeitable. A Participant-owner's Earned
Benefit derived from his own contributions under this Plan is
Nonforfeitable, but only to the extent that the Participant has
satisfied the related Mandatory Contribution requirement.
(f) Time for contributions. Absent contrary notice from a Trustee,
co-Trustee, or Insurer that is to receive the contributions, the
Administrator may determine specified times for Participant
contributions. The Administrator must advise the
Participant-owners of the permitted times for contributions.
(g) Transfers by Employers. As soon as possible after each pay
period, each Employer must pay the appropriate Trustee,
co-Trustee, or Insurer (or a combination of any of those
entities) all Participant-owner contributions withheld by it,
advising each Trustee, co-Trustee, or Insurer and the
Administrator of the respective amounts contributed by each
Participant-owner. In any event, Participant-owner
contributions must be transferred to the appropriate Trustee,
co-Trustee, or Insurer no later than the time such
contributions would become Plan assets under ERISA section
403. The Administrator must notify the administrator of the
Crestar Financial Corporation Premium Assurance Plan each time
a contribution is transferred to an Insurer to satisfy a
premium for a Plan Contract.
3-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(h) Transfers by Administrator. As soon as possible after receipt
of a Participant-owner contribution, the Administrator must
transfer that contribution to the appropriate Trustee,
co-Trustee, or Insurer (or combination of any of those
entities) and, if necessary, advise each Trustee, co-Trustee,
or Insurer of the source of the contribution.
Participant-owner contributions must be transferred to the
appropriate Trustee, co-Trustee, or Insurer no later than the
time that such contributions would become Plan assets under
ERISA section 403. The Administrator must notify the
administrator of the Crestar Financial Corporation Premium
Assurance Plan each time a contribution is transferred to an
Insurer to satisfy a premium for a Plan Contract.
(i) Payment determines time of Earned Benefit. The creation or any
increase in a Participant-owner's Earned Benefit occurs when
that Participant-owner's contribution under this Plan is
received by any Trustee, co-Trustee, or Insurer. The same
principle applies to contributions from a Beneficiary-owner.
(j) Mandatory Contributions. As to any Participant-owner, the
Mandatory Contribution required as a condition of that
individual's eligibility for receipt of any of this Plan's
benefits that have not become Nonforfeitable is determined
according to the Plan section entitled "Division of Cost of
Plan Contract" (see Plan section 3.08) and the applicable Plan
Contract or Plan Contracts. A Participant-owner or
Beneficiary-owner may have multiple Mandatory Contributions
required (for example, one for each of several Plan Contracts
on his life).
(k) Voluntary Contributions. A Participant-owner or
Beneficiary-owner may make a Voluntary Contribution upon any
of the events described in this subsection's paragraphs.
(1) If a Participant is notified by the administrator of the
Crestar Financial Corporation Premium Assurance Plan that
the Employer contribution called for in the Plan section
entitled "Basic Contribution" (see Plan section 3.05) have
not been satisfied or otherwise have
3-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
not satisfied all premiums due for one of that
Participant's Plan Contracts as of the date that is
twenty-five days after the premium due date for the Plan
Contract, the Participant-owner of that Plan Contract may
make a Voluntary Contribution as described in the Plan
subsection entitled "Failure to pay Basic Contribution"
(see Plan section 4.02(b)) in the amount necessary to
satisfy the Employer contribution requirements or
otherwise to satisfy the due-but-unpaid premiums for the
Plan Contract in question.
(2) If the Plan is terminated as to a Participant, that
Participant or the Beneficiary-owner of a Plan Contract on
that Participant's life may make a Voluntary Contribution
to continue the Contract as described in the Plan
subsection entitled "Plan termination or end of
participation" (see Plan section 4.02(c)).
3.04. Cash and Non-cash Contributions
(a) Non-cash contributions allowed. Except as restricted by any
intended recipient of the assets in question, or except as
prohibited (without administrative exemption) by law, Employer
contributions may be in cash, in the form of Contracts that can
be used as Plan Contracts as part of the split-dollar program,
or in the form of other property.
(b) Value of non-cash contributions. Each recipient of non-cash
contributions must value all non-cash property contributed at
its fair-market value (according to applicable regulations) on
the actual date that it accepts the property.
3.05. Basic Contribution
(a) General. Basic Contributions are discretionary--not required to
be made--on the part of the Employers, with two exceptions.
3-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(1) Basic Contributions from the Employers are required--must
be made--during any Suspension Period.
(2) Basic Contributions must be made (they are mandatory) by
the Employers for each Plan Year to the extent that they
are promised in one of this Plan's exhibits. A direct or
indirect promise in a Plan exhibit to contribute or to
fund a promised benefit requires Employer funding
contributions consistent with the law (i.e., if the law
allows delayed funding and this Plan or its exhibits are
silent, then delayed funding is permissible) for each Plan
Year for which the promise is effective; if the exhibit is
amended to reduce or eliminate the promise, then any Basic
Contribution requirement is reduced or eliminated
accordingly.
To the extent that Transfer Contributions or other payments do
not satisfy a due-but-unpaid premium according to the Plan
section entitled "Division of Cost of Plan Contract" (see Plan
section 3.08) and the applicable Plan Contract, and subject to
subsection (b), Basic Contributions or the application of assets
from any Trust Fund are necessary to satisfy that premium at the
time determined by the affected Insurer or the Administrator.
When that need exists, the Administrator must calculate an
amount that the Administrator believes is the minimum Basic
Contribution. The Administrator's determination, however, is not
binding on and is merely advisory for the Primary Employer's
Designee. The Primary Employer's Designee must determine each
Employer's required Basic Contribution for each Plan Year.
The Basic Contribution from an Employer for a Plan Year or for
any other pay period according to this subsection is determined
by the Primary Employer's Designee according to the Plan section
entitled "Division of Cost of Plan Contract" (see Plan section
3.08), any Trust Agreements, and the affected Plan Contracts.
The Primary Employer's Designee must notify the Administrator of
all contributions made by Employers
3-8
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
directly to Insurers. The Administrator must notify the
administrator of the Crestar Financial Corporation Premium
Assurance Plan each time a contribution is made or transferred
to an Insurer to satisfy a premium for a Plan Contract.
(b) Borrowing offset. Subject to subsection (c), an Employer may
reduce its portion of current premiums due by periodically
obtaining one or more loans on Plan Contracts in a total
amount not exceeding the greater of (i) the total of each
Plan Contract's loan value available to that Employer, or (ii)
that Employer's cumulative Recoverable Costs at the time of
the loan and by then applying the amount of any borrowing
against the net premium payments (the Basic Contribution)
required according to this Plan. As security for any loan, a
borrowing Employer may pledge or assign the portion of the
Plan Contract not attributable to Participant contributions,
subject to the terms of the Plan. An Employer may also borrow
against the portion of the Plan Contract not attributable to
Participant contributions in the manner described in this
subsection to recover any amounts to which that Employer may
be entitled under this Plan.
(c) Source of Basic Contribution. The Primary Employer's Designee
determines as to each Plan Contract the permissible sources of
an Employer's Basic Contribution, subject to the requirement
that no part of four of the first seven annual premiums is paid
directly or indirectly by means of indebtedness as described in
Code section 264(c).
3.06. Transfers
Transfer Contributions, which are transfers of assets or liabilities
or transfers of assets and liabilities (for example, Transfer
Contributions could be accomplished by transfers of assets alone or by
transfers of liabilities alone), may be caused or allowed by the
Primary Employer's Designee (or the Fiduciary exercising the Primary
Employer's power under Plan article 8 during a Suspension Period)
according to this Plan and according to any Administrator's Rules.
3-9
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Transfer Contributions include payments from the Crestar Financial
Corporation Premium Assurance Plan and payments from any other source
designated by the Primary Employer's Designee. Transfer Contributions
may be in the form of direct premium payments to an Insurer according
to this Plan and the applicable Plan Contract. A transfer that is from
another Primary Employer-maintained Welfare Plan that authorizes a
transfer of assets to this Plan and that, according to the terms of
that other Primary Employer-maintained Welfare Plan, is deemed to be
caused or allowed by the Primary Employer's Designee according to this
section. The Primary Employer's Designee must also indicate the extent
to which Transfer Contributions permissible under this subsection are
to be treated as Transfer Contributions or as other contributions
described in this Plan.
3.07. Additional Contribution
If the Participant-owner contribution requirements of the Plan
subsection entitled "Mandatory Contributions" (see Plan section
3.03(j)) are not satisfied as to any Plan Contract as of the date that
is twenty-five days after the premium due date for the Plan Contract,
an Employer may make an Additional Contribution as described in the
Plan subsection entitled "Failure to pay Mandatory Contribution" (see
Plan section 4.02(a)) in the amount necessary to satisfy the
Participant-owner contribution requirements. An Additional
Contribution may be derived from the same sources as a Basic
Contribution (see Plan section 3.05).
3.08. Division of Cost of Plan Contract
(a) General. Unless otherwise provided in a lettered exhibit to
the Plan, the cost of each premium under each Plan Contract
must be paid in part by or on behalf of the Employer and in
part by or on behalf of the insured Participant, the
Participant-owner, or the Beneficiary-owner of the Contract.
The division of the cost of each Plan Contract premium is
designed so that (i) each Employer pays for its rights to the
Plan Contract's death benefit and the Employer's portion of
the Plan Contract's cash value; and (ii) the insured
3-10
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Participant, the Participant-owner, or the Beneficiary-owner
pays for its rights in the Plan Contract's death benefit and the
Participant-owner's or Beneficiary-owner's portion of the Plan
Contract's cash value.
(b) Participant-owner's or Beneficiary-owner's cost. The
Participant-owner's or Beneficiary-owner's part of the Plan
Contract's annual premium is calculated so that, after
considering the Plan's Mandatory Contribution, the Participant
will not have additional taxable income on account of his
participation in the Plan. Therefore, the Participant-owner's
or Beneficiary-owner's part of the premium has two components,
and the Participant-owner's or Beneficiary-owner's cost equals
any negative value resulting from subtracting the value of the
second component from the value of the first component.
(1) The first component of the Participant-owner's or
Beneficiary-owner's part of the premium pays for the
insured Participant's current insurance protection under
the Plan Contract. For each year, this amount equals the
Insurer's rate for renewable term insurance equal to the
portion of the Plan Contract's death benefit to which the
Participant's Beneficiary or Beneficiaries are entitled
for that year. For tax purposes, this amount is defined as
the part of each premium that is no greater than the
proportionate part of the Participant's economic benefit
for that year according to Revenue Ruling 55-747, Revenue
Ruling 64-328, Revenue Ruling 66-110, and Revenue Ruling
67-154.
(2) The second component of the Participant-owner's or
Beneficiary-owner's part of the premium pays for the
increase in the Participant-owner's or Beneficiary-owner's
portion of the Plan Contract's cash value. For each year,
this amount is calculated so that the total of all such
payments plus all Plan Contract dividends attributable to
those payments generally will equal the
Participant-owner's or Beneficiary-owner's portion of
3-11
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
the Plan Contract's net cash value when the Employer
releases its rights in the Plan Contract to the
Participant-owner or Beneficiary-owner under the Plan. A
Participant-owner's or Beneficiary-owner's portion of a
Plan Contract just referred to in the previous sentence
does not include any other benefits--just the death
benefit (it may include ownership interests but none other
that is connected with a benefit)--available under this
Plan. For example, one Plan benefit may result in an award
of part of the Employer-portion (not yet a Plan asset) of
a Plan Contract. But that benefit is earned only according
to the other provisions of this Plan, some of which may
require a specific period or type of service--perhaps
connected with a different, additional Mandatory
Contribution. Such other benefits may give rise to
situations where the portion of a Plan Contract's cash
value received by a Participant-owner may be larger then
the portion attributable to the Participant-owner's
death-benefit contributions.
(c) Employer's cost. The Employers pay the balance of all premium
payments due, either as a required payment or as a discretionary
payment, as determined by the terms of this Plan.
3-12
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
ARTICLE 4
BENEFIT ENTITLEMENT
4.01. Benefits Provided
(a) General. This Plan's Earned Benefit for any Participant is
an ownership interest in one or more split-dollar life
insurance policies (Plan Contracts) as well as a potential
interest in a Plan Contract or an Account representing the
value of additional assets held by an Insurer or in any Trust
Fund. The cost and the ownership of each Plan Contract is
shared by an Employer and a Participant, an Employer and a
Participant-owner, an Employer and a Beneficiary-owner, or an
Employer and any combination of the other three types of
entity (Participant, Participant-owner, and
Beneficiary-owner). A Participant-owner or Beneficiary-owner
receives at least a death benefit (upon the Participant's
death) from any ownership interest attributable to the
Participant, according to each enforceable Plan Contract.
Assets representing the value of an Account are owned by the
respective Insurers, Trustees, or co-Trustees holding the
assets, although Participants may have a beneficial ownership
interest in those assets according to this Plan. Any such
additional benefits resulting from a Participant-owner's or
Beneficiary-owner's ownership interest (actual or
contingent--forfeitable or nonforfeitable) are determined by
any lettered exhibits to this Plan and by each enforceable
Plan Contract. For purposes of this Plan section, except
during a Suspension Period, the Primary Employer's Designee
acts on behalf of all Employers and is accountable to each
Employer for any Contract proceeds to which those Employers
are entitled; during a Suspension Period, the Primary
Employer's and Primary Employer's Designee's powers according
to this Plan section may be exercised only by the entity
determined according to Plan section 8.07(g).
(b) Division of ownership interest in Plan. The
Participant-owner or Beneficiary-owner of a Plan Contract
4-1
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
owns all rights in and to that Plan Contract, to the extent that
there are any rights that are not otherwise granted to the
Employers in this Plan subsection or in a lettered exhibit to
the Plan. Except as otherwise provided in the Plan and this Plan
subsection, the Employers must not have and may not exercise any
right in or to a Plan Contract that in any way could endanger,
defeat, or impair any of the rights of the Participant-owner or
Beneficiary-owner of the Plan Contract. Because of the
Employers' premium payments described in this Plan, the
Employers have certain rights under the Plan Contracts and have
a determinable interest in each Plan Contract. An Employer's
interest in a Plan Contract is not a Plan asset unless that
Employer has allowed or caused a portion of that interest to be
allocated to a Participant's Account according to this Plan.
Unless otherwise provided (including provisions in any
Administrator's Rules), the Employers' interest in and to any
Plan Contract is specifically limited to rights in and to a
portion of the Plan Contract's cash value and a portion of the
Plan Contract's death benefit determined according to this Plan
subsection's paragraphs.
(1) Surrender or cancellation of Plan Contract. Except
during a Suspension Period, the Primary Employer's
Designee has the sole right to surrender or cancel a
Plan Contract on any date that is thirty-one days after
giving notice in writing to the Participant-owner or
Beneficiary-owner (the power is suspended or
transferred to another Fiduciary during a Suspension
Period). If a Plan Contract is surrendered or
canceled, except during a Suspension Period, the
Primary Employer is entitled to receive the Employers'
cumulative Recoverable Costs less any indebtedness
against the Plan Contract. The recovery of the amount
described in the preceding sentence must not reduce the
death benefit payable under that Participant's Plan
Contracts below the guaranteed salary multiple level.
Except during a Suspension Period, the Primary
Employer's Designee is charged with
determining--according to this Plan--each Employer's
4-2
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(including all assignees of Employers and of the Primary
Employer) interests in each Plan Contract and causing
appropriate distributions to each Employer and assignee in
satisfaction of each Employer's interest in the Plan
Contract in question. Whenever the Primary Employer or
Primary Employer's Designee cannot receive assets or act,
as noted in this paragraph, a substitute Fiduciary is
empowered to act (see Plan articles 8 and 10).
Except to the extent restricted during a Suspension
Period, each Employer may at any time--even before any
event described in this subsection--assign to any person
or entity, including a trust, its right to recover in the
future all or a part of its cumulative Recoverable Costs
less any indebtedness against a Plan Contract. The
Participant-owner or Beneficiary-owner's portion of a Plan
Contract's cash surrender value is payable to the
Participant-owner or Beneficiary-owner or any person
designated by the Participant-owner or Beneficiary-owner.
The purpose of this provision is specifically to provide
that, except during a Suspension Period, the sole and
exclusive right to surrender or cancel a Plan Contract is
vested in the Primary Employer (except as provided in the
last sentence of subsection (a)), and that the
Participant-owner or Beneficiary-owner has no right to
cancel or surrender a Plan Contract.
(2) Death of Participant. Except during a Suspension Period,
if a Participant dies, the Primary Employer or any person
designated by the Primary Employer is entitled to receive
the aggregate premiums paid by the Employers on that
Participant's Plan Contracts less any indebtedness against
that Participant's Plan Contracts. The recovery of the
amount described in the preceding sentence must not reduce
the death benefit payable under that Participant's Plan
Contracts below the guaranteed salary multiple level.
Except during a
4-3
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Suspension Period, the Primary Employer's Designee is
charged with determining--according to this Plan--each
Employer's (including all assignees of Employers and of
the Primary Employer) interests in each Plan Contract and
causing appropriate distributions to each Employer and
assignee in satisfaction of each Employer's interest in
the Plan Contract in question. Whenever the Primary
Employer or the Primary Employer's Designee cannot receive
assets or act, as noted in this paragraph, a substitute
Fiduciary is empowered to act (see Plan articles 8 and
10).
Except to the extent restricted during a Suspension
Period, each Employer may at any time--even before any
event described in this subsection--assign to any person
or entity, including a trust, its right to recover in the
future all or a part of its interest less any indebtedness
against a Plan Contract or its portion of the cash
surrender value.
Any balance of a Plan Contract's death benefit not
otherwise legally encumbered must be paid directly to the
Beneficiary or Beneficiaries designated according to this
Plan and the Plan Contract by the Participant-owner or
Beneficiary-owner. To the extent not prohibited by the
Plan Contract, and except during a Suspension Period, the
Primary Employer's Designee or the Participant-owner or
Beneficiary owner may change the settlement options of a
Plan Contract at any time during the lifetime of the
Participant and during the sixty days after the
Participant dies, so long as doing so does not adversely
affect the other's rights.
(3) Plan termination. If this Plan terminates as to any
Participant, the Participant or the Beneficiary-owner of a
Plan Contract on the Participant's life has the right to
pay to the Primary Employer's Designee (except during a
Suspension Period) within sixty-one days after
4-4
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
the date of this Plan's termination, the Employers'
cumulative Recoverable Costs less any indebtedness against
the Plan Contract assumed by the Participant-owner or
Beneficiary-owner. The recovery of the amount described in
the preceding sentence must not reduce the death benefit
payable under that Participant's Plan Contracts below the
guaranteed salary multiple level. Except during a
Suspension Period, the Primary Employer's Designee is
charged with determining--according to this Plan--each
Employer's (including all assignees of Employers and of
the Primary Employer) interests in each Plan Contract and
causing appropriate distributions to each Employer and
assignee in satisfaction of each Employer's interest in
the Plan Contract in question. Whenever the Primary
Employer or the Primary Employer's Designee cannot receive
assets or act, as noted in this paragraph, a substitute
Fiduciary is empowered to act (see Plan articles 8 and
10).
Except to the extent restricted during a Suspension
Period, each Employer may at any time--even before any
event described in this subsection--assign to any person
or entity, including a trust, its right to recover in the
future all or a part of its interest less any indebtedness
against a Plan Contract.
Upon receipt of the Employers' entitlement according to
this Plan section by the Primary Employer, the Primary
Employer's Designee, an Employer, an Employer's assignee
(including the Primary Employer's assignee), or any
combination of those entities, the Primary Employer must
cause each Employer to execute an appropriate instrument
of release (which may be accomplished by agents or others
with powers of attorney) so that all appropriate rights in
the Plan Contract are released to the Participant-owner or
Beneficiary-owner.
4-5
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
If the Participant-owner or Beneficiary-owner fails to pay
to the Primary Employer's Designee the amount specified in
the first sentence of this Plan paragraph (the sentence
ending with: "the Employers' cumulative Recoverable Costs
. . . assumed by the Participant-owner or
Beneficiary-owner.") within sixty-one days after the date
of the Plan's termination, except during a Suspension
Period, the Primary Employer (or other recipient of the
payment described next) must refund to the
Participant-owner or Beneficiary-owner that part of any
payment made by the Participant-owner or Beneficiary-owner
for the unexpired portion of the premium payment period in
which the Plan's termination occurred.
After that sixty-one-day period, the Participant-owner or
Beneficiary-owner must execute any or all instruments that
may be required to vest full ownership of the
Participant's Plan Contract in the Employers or the
Employers' assignees, which may take the Plan Contract out
of the category of assets that are Plan assets. After
that, the Participant-owner or Beneficiary-owner has no
further interest in the Plan Contract.
(4) End of participation. Except during a Suspension
Period, if a Participant ceases to be a Participant for
reasons other than death, disability, or Retirement (the
Plan allows a disabled or Retired Participant to continue
the shared ownership of the Plan Contracts until a
"Roll-out" occurs), the Employers may recover their
cumulative Recoverable Costs less any indebtedness against
that Participant's Plan Contracts. The recovery of the
amount described in the preceding sentence must not reduce
the death benefit payable under that Participant's Plan
Contracts below the guaranteed salary multiple level. If
the Employers' recovery entitlement equals or exceeds the
Plan Contract's value, then in lieu of action to recover
assets
4-6
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
from an Insurer, the Primary Employer's Designee may cause
the Plan to transfer or otherwise relinquish any interests
in the Plan Contract, leaving the Participant-owner or
Beneficiary-owner as the sole owner of the Plan Contract.
Whenever the Primary Employer or the Primary Employer's
Designee cannot receive assets or act, as noted in this
paragraph, a substitute Fiduciary is empowered to act (see
Plan articles 8 and 10). Except to the extent restricted
during a Suspension Period, each Employer may at any
time--even before any event described in this
subsection--assign to any person or entity, including a
trust, its right to recover in the future all or part of
its cumulative Recoverable Costs less any indebtedness
against any Plan Contract. The recovery of the amount
described in the preceding sentence must not reduce the
death benefit payable under that Participant's Plan
Contracts below the guaranteed salary multiple level.
Whenever the Primary Employer or the Primary Employer's
Designee cannot receive assets or act, as noted in this
paragraph, a substitute Fiduciary is empowered to act (see
Plan articles 8 and 10).
(5) Changing Plan Contract's dividend option. Except during a
Suspension Period, the Primary Employer's Designee has the
sole right, subject to other Plan Contract provisions, to
change a Plan Contract's dividend option. Whenever the
Primary Employer or the Primary Employer's Designee cannot
receive assets or act, as noted in this paragraph, a
substitute Fiduciary is empowered to act (see Plan
articles 8 and 10).
(6) Changing Plan Contract's Nonforfeiture or automatic
premium loan provisions. Except during a Suspension
Period, the Primary Employer's Designee and the
Participant-owner or Beneficiary-owner must act jointly to
elect or change any Nonforfeiture and automatic premium
loan provisions of a Plan Contract.
4-7
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Whenever the Primary Employer or the Primary Employer's
Designee cannot receive assets or act, as noted in this
paragraph, a substitute Fiduciary is empowered to act (see
Plan articles 8 and 10).
(7) Roll-out of Plan Contract. If a Plan Contract is still in
effect on the relevant date, then on the later of (i) a
Plan Contract's fifteenth anniversary date or any earlier
anniversary date (at the Primary Employer's Designee's
sole discretion), (ii) the Employee's Retirement (unless
upon Retirement, the Participant-owner or
Beneficiary-owner elects to continue the divided ownership
of the Contract--as allowed in this Plan), or (iii) the
Employee's Disability (unless, upon a determination that
the Employee has become Disabled, the Participant-owner or
Beneficiary-owner elects to continue the divided ownership
of the Contract--as allowed in this Plan), and except
during a Suspension Period, the Primary Employer may
recover the cumulative premiums paid by the Employers on
that Participant's Plan Contracts less any indebtedness
against the Plan Contract assumed by the Participant-owner
or Beneficiary-owner. The recovery of the amount described
in the preceding sentence must not reduce the death
benefit payable under that Participant's Plan Contracts
below the guaranteed salary multiple level.
After the Primary Employer's Designee's recovery according
to this Plan, that Plan Contract then belongs to the
Participant-owner or Beneficiary-owner, and the Primary
Employer's Designee must cause each Employer then to
execute an appropriate instrument of release (which may be
accomplished by agents or others with powers of attorney)
so that all rights in the Plan Contract are released to
Participant-owner or Beneficiary-owner. Except during a
Suspension Period, the Primary Employer's Designee is
charged with determining--according to this Plan--each
Employer's
4-8
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(including all assignees of Employers and of the Primary
Employer) interests in each Plan Contract and causing
appropriate distributions to each Employer and assignee in
satisfaction of each Employer's interest in the Plan
Contract in question. Whenever the Primary Employer or the
Primary Employer's Designee cannot receive assets or act,
as noted in this paragraph, a substitute Fiduciary is
empowered to act (see Plan articles 8 and 10).
Except to the extent restricted during a Suspension
Period, each Employer may at any time--even before any
event described in this subsection--assign to any person
or entity, including a trust, its right to recover in the
future all or a part of its interest less any indebtedness
against a Plan Contract.
4.02. Loss of Benefits
(a) Failure to pay Mandatory Contribution. The Primary
Employer's Designee may cause a Plan Contract to be canceled
or may cause the Plan Contract to be otherwise removed from
the group of Plan assets maintained to provide this Plan's
benefits that are or become death benefits--and that Plan
Contract's death benefit and divided ownership benefit will
be lost as a death benefit or divided ownership benefit of
this Plan--if the Participant-owner or Beneficiary-owner fails
to satisfy the associated contribution requirements of the
Plan subsection entitled "Mandatory Contributions" (see Plan
section 3.03(j)). If those contribution requirements are not
satisfied, the Primary Employer's Designee, at its discretion
but subject to the terms of the Plan Contract, may take any
or all of the actions described in this subsection's
paragraphs.
(1) The Primary Employer's Designee may permit or direct the
Employers to pay or otherwise satisfy the
Participant-owner's or Beneficiary-owner's Mandatory
Contribution in any manner permitted by the
4-9
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Administrator's Rules. The ownership interests in the Plan
Contract must be adjusted appropriately to reflect the
increased Employer Contribution.
(2) The Primary Employer's Designee may permit or direct the
Employers to cash out the Plan Contract to capture the
Employers' ownership interest in any manner permitted by
the Administrator's Rules.
(3) The Primary Employer's Designee may cause the Plan
Contract to be continued (i.e., the premium paid) but as
funding for Plan benefits that are neither that
Participant's death benefit according to this Plan nor
that Participant's divided-ownership benefit according to
this Plan.
(b) Failure to pay Basic Contribution. A Plan Contract will be
canceled--and its death benefit will be lost--if the Employers
fail to satisfy or cause to be satisfied (any payment from a
source other than the Employers is deemed to have been caused
by the Employers) the Plan Contract premium payment
contribution requirements of the Plan section entitled "Basic
Contribution" (see Plan section 3.05). If a Participant is
notified by the administrator of the Crestar Financial
Corporation Premium Assurance Plan that those contribution
requirements have not been satisfied for one of that
Participant's Plan Contracts, the Participant-owner or
Beneficiary-owner of that Plan Contract, subject to the terms
of the Plan Contract, may take any or all of the actions
described in this subsection's paragraphs.
(1) The Participant may pay the amount of the Employers' Basic
Contribution by causing that Contract's Insurer to draw on
the Employers' ownership interest in the Plan Contract or
otherwise as permitted by the Administrator's Rules.
(2) To the extent that the ability to decide will not result
in any unexpected constructive receipt or economic
4-10
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
benefit for the Participant-owner or Beneficiary-owner, he
may direct that the Plan Contract be terminated in any
manner that he determines will preserve for himself the
greatest benefit. To the extent that the ability to decide
will result in any unexpected constructive receipt or
economic benefit for the Participant-owner or
Beneficiary-owner, he may not decide, and the
Administrator must decide the manner in which to terminate
the Plan Contract to preserve the greatest benefit for the
Participant-owner or Beneficiary-owner.
(c) Plan termination or end of participation. If this Plan is
terminated as to a Participant or if a Participant ceases to
be a Participant as described in the Plan subsection entitled
"Changing to non-Covered Employee" (see Plan section
2.02(a)), each Plan Contract on that Participant's life will
be canceled or otherwise removed from the group of Plan
assets maintained to provide this Plan's benefits that are or
become death benefits--and its death benefit and
divided-ownership benefit will be lost--unless the Participant
or the Beneficiary-owner of that Plan Contract elects to
continue the Contract and accomplishes that according to Plan
section 4.01(b)(3) or (4). Such an election must be made
within the time limits in the Administrator's Rules. To
continue the Contract, the Participant-owner or
Beneficiary-owner must make the contribution described in
Plan section 4.01(b)(3) within the time limits in the
Administrator's Rules. Upon that contribution, the Primary
Employer's Designee must cause each Employer to release its
rights in the Plan Contract to the Participant-owner or
Beneficiary-owner.
4.03. Suspension Periods
This Plan article 4 reserves to the Primary Employer and the Primary
Employer's Designee certain discretionary authority and powers;
however, all Primary Employer and the Primary Employer's Designee
powers are exercised by other Fiduciaries according to this Plan
during a Suspension Period. A reference to the Primary Employer
4-11
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
or Primary Employer's Designee in this Plan article 4 in the
context of a power is, during any Suspension Period, a reference
to the Fiduciary authorized to exercise that power.
4.04. General Allocation Rules and Limitations
(a) General limits. According to this section, a Participant's
Account is not credited with Annual Additions for any Plan Year
in excess of the limits in this section. If necessary, the
Administrator must make Suspense Account allocations as provided
in this section. In addition, all allocations under this Plan
are limited under subsection (b).
(b) Deductibility limitation. Except as to any amount for which
the Primary Employer's Designee has stipulated otherwise for
a Participant for that Plan Year, and except for
nondiscretionary contributions according to subsection (a) of
the Plan section entitled "Basic Contribution" (see Plan
section 3.05), Annual Additions from Transfer Contributions
and Annual Additions attributable to Basic Contributions and
Matching Contributions that result in Nonforfeitable Earned
Benefits other than the Plan's insured death benefit for any
Plan Year must not total more than the amount the Employers
are permitted to deduct for that Plan Year under Code
sections 419, 404(a)(5), and 162 for this Plan.
(c) Unallocated assets. With four exceptions, all Employer
contributions to this Plan are unallocated and remain in the
Employer Contribution Suspense Account until they are allocated
according to this Plan, including this Plan article 4 and any
Administrator's Rules.
The exceptions are for:
(1) any direct payments to Insurers or to Participants or
Beneficiaries of Plan Contract premiums or other benefits;
4-12
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(2) contributions in the form of Employer or Employee premium
payments directly to Insurers (to the extent that such
payments are not inconsistent with the provisions of this
Plan) from Employers or on behalf of a Participant;
(3) Transfer Contributions used for Contract premium payments;
and
(4) contributions by or on behalf of Participants, to the
extent that the contribution exceeds that Participant's
total Mandatory Contribution due before the contribution.
Unallocated Plan assets or contributions, including amounts in
Suspense Accounts, and income on those assets or contributions,
are allocated only as described in this Plan article 4 and in
any Administrator's Rules. Until allocated to his Account, those
assets are not part of a Participant's Account and are not part
of his Earned Benefit. These allocation rules do not apply to
normal income or expense crediting on previously allocated
assets, but these allocation rules do apply to income crediting
on assets previously allocated to the Income Suspense Account.
(d) Non-cash contributions. Allocations of non-cash contributions
are made based on the fair-market value of those assets when
received by an Insurer, a Trustee, or a co-Trustee or at the
most recent Valuation Date, whichever is later.
(e) Maximum Annual Addition limitations. Except as the
Administrator determines is appropriate after a
nondiscretionary contribution is made according to subsection
(a) of the Plan section entitled "Basic Contribution" (see
Plan section 3.05), and as otherwise specifically provided in
this Plan, or as determined for any Plan Year by the Primary
Employer's Designee, Annual Additions to the Nonforfeitable
portion of a Participant's Account do not exceed the amount
to be paid to that Participant under this
4-13
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Plan during that Plan Year. Annual Additions to a Participant's
Account also may be limited by the Primary Employer's Designee
or by the Administrator according to limitations announced on
behalf of the Primary Employer by the Primary Employer's
Designee or by the Administrator in Administrator's Rules.
(f) Special Annual Addition allowances and limitations. By
announcement confirmed in writing to the Administrator, to an
Insurer, or to a Trustee or co-Trustee, the Primary
Employer's Designee may allow Annual Additions to a
Participant's Account in excess of or may set an Annual
Addition limitation that is less than the amounts allowed in
subsection (e) of this section. The Annual Addition
limitations under subsection (e) of this section and the
Annual Addition allowances under this subsection may
distinguish between any Participant and another Participant
on any legal basis.
(g) Limitation related to excise taxes. Except during a Suspension
Period or unless otherwise directed by the Primary Employer's
Designee with knowledge of the excise tax potential, effective
until contrary announcement by the Primary Employer's Designee,
no Annual Addition is permitted to the extent that it provokes
an excise tax on an Employer.
(h) The Excess-addition Suspense Account. Except as provided in
this Plan for Excess Annual Additions attributable to Voluntary
Contributions or Mandatory Contributions, a Participant's Excess
Annual Additions must be immediately placed in a Suspense
Account and must immediately result in an increase in the
appropriate portions of that Participant's Plan Liability
Account. Except as provided in this Plan for Excess Annual
Additions attributable to Voluntary Contributions or Mandatory
Contributions, until contrary announcement by the Primary
Employer's Designee, the Excess Annual Additions may not be
distributed to Participants or former Participants but must be
allocated at the Primary Employer's Designee's direction to the
Employer
4-14
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Contribution Suspense Account or to an Employer-designated
Suspense Account or, at the Administrator's direction or at the
direction of the Primary Employer's Designee, the assets may be
allocated to Participants' individual Accounts from the
Excess-addition Suspense Account and in reduction of the
affected Participants' Plan Liability Accounts, but only to the
extent that the allocation does not result in Excess Annual
Additions. For any Plan Year in which an Excess-addition
Suspense Account exists according to this section, the
Excess-addition Suspense Account is credited with investment
gains and losses as if it were a Participant's Account. For
purposes of an Excess-addition Suspense Account, the Primary
Employer's Designee, an Employer, or any other contributor may
designate at the time of contribution or otherwise as allowed by
any Administrator's Rules that a contribution (including or
excluding earnings or proceeds) may not be returned to its
contributor or that there are limitations on the return or
transfer of a contribution (including or excluding earnings or
proceeds). For example, it is possible that some or all of the
recoverable premiums paid as contributions by an Employer would
have been assigned to another part of the trust holding any
Trust Fund, to be applied to pay benefits under another
plan--such as the Crestar Financial Corporation Premium
Assurance Plan.
Except as to contributions designated according to the preceding
sentence, if this Plan terminates while an Excess-addition
Suspense Account exists within a Trust Fund or at a similar,
separate fund governed by a Plan Contract, the Administrator
must cause all allocations necessary to eliminate Plan Liability
Accounts, and then the remaining portion of the Excess-addition
Suspense Account must be treated as not part of the Plan assets
and must be returned to the General Fund within the Welfare
Trust Fund within the Crestar Financial Corporation OMNI Trust.
4.05. Accounts
4-15
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
(a) Suspense Accounts. Whenever it is necessary to avoid exceeding
the Plan's Annual Addition allocation limits, the Administrator
must cause an Excess-addition Suspense Account and corresponding
Plan Liability Accounts to be established for contributions
which, if allocated as Annual Additions, would exceed this
Plan's Annual Addition allocation limits. When the Primary
Employer's Designee designates that assets contributed to the
Plan or held by the Plan must be held in a Suspense Account, the
Administrator must cause an Employer-designated Suspense Account
to be established and cause all assets so designated to be
allocated to that Suspense Account. If there is a transfer of
assets to this Plan and that transfer involves assets that
exceed liabilities transferred at the same time, the Primary
Employer's Designee must cause the creation of an
Employer-designated Suspense Account, and then the Administrator
must cause those excess transferred assets to be allocated to
that Suspense Account. For any portion of any contribution other
than a contribution that soon results in a transfer of assets
with the same (or greater) value out of the Plan's assets (a
distribution of benefits, for example), the Primary Employer's
Designee must cause the separate allocation (within this Plan)
of the income portion of assets contributed. When the Primary
Employer's Designee causes the separate allocation of an income
portion of an asset, the Administrator must cause an Income
Suspense Account to be established and must cause all Primary
Employer's Designee-designated income portions of assets to be
allocated to that Suspense Account. For any Participant
Contribution, and for the Participant Contribution component of
any Transfer Contribution, except to the extent that the Primary
Employer's Designee has directed that the income portion of the
contribution be transferred elsewhere (including transfers
within the Crestar Financial Corporation OMNI Trust Fund) before
the asset in question is transferred to this Plan, the
Administrator must cause the separate allocation of the
principal and income portions of assets contributed or
transferred by causing the principal to be allocated to
Participant Accounts or to an Employer-designated Suspense
4-16
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
Account (creating corresponding Plan Liability Accounts if that
is not inappropriate according to this Plan) and by causing the
income portions of such assets to be allocated to the Income
Suspense Account. A Suspense Account is not a Participant's
Account, but it is credited with Trust Fund earnings as if it
were a Participant's Account.
(b) Named Accounts generally. As required for appropriate
record-keeping, the Administrator must establish and name
additional Accounts or subaccounts reflecting the Plan's
benefits for each Participant according to this Plan's lettered
exhibits describing separate benefit structures and reflecting
interests in Plan assets (i.e., Earned Benefits) for each
Participant. Distributions made to a Participant must be charged
against the Participant's Account or subaccount from which they
are drawn. According to allocations made, Forfeitures announced,
and distributions paid, the Administrator must cause each
Participant's Accounts and sub-accounts to be credited and
debited with all appropriate amounts, including contributions,
investment gains and losses, and distributions.
(c) Plan Liability Accounts. As an analogue for each portion of his
Employer Contribution Account and his After-tax Savings Account,
each Participant has a bookkeeping record that is a Plan
Liability Account. A Plan Liability Account holds no assets and
is not part of a Participant's Earned Benefit, but it does
represent an entitlement to an Earned Benefit--although the
entitlement may be contingent upon a Mandatory Contribution.
Except for allocations that this Plan's terms require as
reductions of Plan Liability Accounts, a Plan Liability Account
does not represent any unconditional right or claim to Plan
assets. Even in those events of required allocations, a Plan
Liability Account does not represent a claim that cannot be
reduced or eliminated by the Primary Employer's Designee's
announcement, unless the Primary Employer's Designee has
announced (in the form of a lettered Plan exhibit) that a
specified portion of an identified Plan Liability Account cannot
be reduced without the Participant's
4-17
<PAGE>
Crestar Financial Corporation
Executive Life Insurance Plan
As Amended and Restated
Effective January 1, 1991
consent or unless that portion of the Plan Liability Account
would result in an allocation that is Nonforfeitable or would be
Nonforfeitable upon the completion of related Mandatory
Contributions. Even as to such Plan Liability Accounts that
cannot be reduced, there is no right or claim to Plan assets
until the allocation required by this Plan occurs, and if there
are insufficient Plan assets to satisfy a required allocation
when it is required, the Plan Liability Account is not a right
or claim to other assets. All Plan Liability Accounts are
extinguished after any asset allocations required by this Plan's
termination. By announcement (whether or not the announcement
indic