SUNTRUST BANKS, INC.
PERFORMANCE UNIT PLAN
DEFERRED COMPENSATION FUND
AMENDED AND RESTATED AS OF FEBRUARY 16, 1996
SECTION I. GENERAL PROVISIONS
1.1 Name and Purpose. The name of this Fund is the SunTrust Banks, Inc.
Performance Unit 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. Performance Unit 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 Fund was effective as of
January 1, 1987, and is amended and restated as of February 16, 1996. 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 Performance
Measurement Cycle ("Cycle"), 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 first
year of the Cycle for which an Award may be granted. Notwithstanding the
foregoing, a Participant may elect to defer receipt of all or a portion of
the Award, if any, payable in 1997 if the Participant files a Deferral
Election with the Committee no later than 5:00 P.M. on or before
February 29, 1996 and if the Participant was a Covered Employee for 1995.
The portion of an Award which may be deferred shall be specified in the
Plan. Only one (1) Deferral Election may be made with respect to a Cycle
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 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 Deferral Election,
as defined in Sections 2.1 and 4.1. The Participant may select different
payment methods in succeeding Plan Years, but he may select only (1) method
for payment on an Award granted with respect to any particular Cycle. The
selection of a payment method for a particular Cycle 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 Cycle. 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 Partici-
pant'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 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. 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.
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 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 purpose 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 bene-
ficiary 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 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 any 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 16th day of February, 1996.
SUNTRUST BANKS, INC.
Attest:
/s/ Margaret U. Hodgson By: /s/ Mary T. Steele
Title: Assistant Secretary Title: Group Vice President
(CORPORATE SEAL)