Exhibit 10.6
CRESTAR FINANCIAL
CORPORATION
SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
Amended and
Restated
Effective December 31, 2008
And
Further Amended By
Appendix A
Effective January 1, 2009
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CRESTAR FINANCIAL
CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Introduction
The Board of Directors of Crestar Financial Corporation (the
Corporation) adopted the Crestar Financial Corporation Supplemental
Executive Retirement Plan (the Plan), effective January 1,
1995. The purpose of the Plan was to assist in attracting and
retaining those employees whose judgment, abilities and experience
would contribute to its continued progress and success. The Board
of Directors also determined that the Plan should further those
objectives by providing retirement and related benefits that
supplement the amounts payable under the deferred compensation
plans and arrangements currently maintained by the Corporation. The
Plan was intended to provide an unfunded supplemental retirement
benefit to a select group of management and highly compensated
employees as such terms are used in sections 201, 301, and 501 of
the Employee Retirement Income Security Act of 1974. The Plan must
be interpreted and administered in a manner that is consistent with
that intent. Effective December 29, 1998, Crestar Bank became
Plan sponsor of this Plan and all other plans funded through the
Crestar Financial Corporation Supplemental Executive Retirement
Plans Trust.
Article I
Definitions
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1.01.
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Accounting Firm means the accounting
firm most recently approved by the Corporation’s shareholders
as the Corporation’s auditor; provided, however, that if such
accounting firm declines to undertake the determinations assigned
to it under this Agreement, then the “Accounting Firm”
shall mean such other accounting firm designated by the
Corporation.
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Effective July 19, 1998, the
definition of Accounting Firm was amended to read as follows:
Accounting Firm means the
public accounting firm retained as the Corporation’s
independent auditor as of the date immediately prior to the Change
in Control. If, however, such firm declines or is unable to
undertake the determinations assigned to it under this Plan, then
“Accounting Firm” shall mean such other independent
accounting firm agreed upon by the Corporation and the Participant.
The two preceding sentences to the contrary notwithstanding, if the
public accounting firm retained as the Corporation’s
independent auditor as of the date immediately prior to the Change
in Control is serving as an accountant or auditor of the
individual, group or entity effecting the Change in Control, the
Participant shall be entitled to appoint another nationally
recognized public accounting firm to make the determinations
required under this Plan (in which case such accounting firm shall
then be referred to as the “Accounting Firm”).
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1.02.
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Actuarial Equivalent means, when used
in reference to any form of benefit, a form of benefit which has
the same value as the referenced benefit based on the actuarial
assumptions, methods and procedures adopted for such purposes under
the Retirement Plan.
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1.03.
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Administrator means the Committee and
any delegate of the Committee appointed in accordance with
Section 6.07.
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1.04.
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Affiliate means any corporation which,
when considered with the Corporation, would constitute a controlled
group of corporations within the meaning of Code section 1563(a)
determined without reference to Code sections 1563(a)(4) and
1563(e)(3)(C) and any entity, whether or not incorporated, which
would be under common control with the Corporation within the
meaning of Code section 414(c).
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1.05.
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ANEX Plan means the portion of the
Crestar Financial Corporation Additional Nonqualified Executive
Plan that provides “Defined-benefit Benefit
Entitlements” (as such term is defined therein), as amended
from time to time, and any successor thereto.
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1.06.
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Average Compensation means the average
of the Compensation paid to the Executive during the three calendar
years, whether or not consecutive, that yields the highest
number.
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1.07. Board means the Board of Directors of the
Corporation.
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1.08.
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Capped Parachute Payments means the
largest amount of Parachute Payments that may be paid to the
Participant without liability under Code section 4999.
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1.09.
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Change in Control is defined in
Section 1.06 of the Crestar Financial Corporation 1993 Stock
Incentive Plan, as amended from time to time, and any successor
thereto.
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1.10.
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Code means the Internal Revenue Code of
1986, as amended, or any successor thereto, as in effect at the
relevant time.
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1.11.
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Committee means the Human Resources and
Compensation Committee of the Board.
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1.12. Compensation means the sum of the base salary and
bonus earned by the Executive and paid by the Corporation, an
Affiliate, or both, for a calendar year. For purposes of this
Section 1.12, an Executive’s “bonus” for any
calendar year shall be the Executive’s incentive award under
the Management Incentive Compensation Plan of Crestar Financial
Corporation (or any successor or substitute plan) earned for the
calendar year, regardless of whether such award is determined or
payable after the end of the calendar year. An Executive’s
Compensation shall be determined without regard to any
compensation reductions or deferrals under Code section 125 or
401(k) and without regard to any salary or bonus deferrals under
nonqualified deferred compensation plans of the Corporation or an
Affiliate. Effective December 31, 1998, Compensation
under the Plan for three Executives who signed agreements with the
Company and SunTrust Banks, Inc. shall not include any amount
earned by or paid to the Executive by the Company or any Affiliate
after December 31, 1998, except that the Executive’s
bonus earned under the Management Incentive Plan for the 1998 award
year shall be included as part of the Executive’s 1998
Compensation . Copies of those agreements are attached as
Exhibits I-1, I-2 and I-3 to this Plan and incorporated herein by
reference.
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1.13.
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Control Change Date is defined in
Section 1.13 of the Crestar Financial Corporation 1993 Stock
Incentive Plan, as amended from time to time, and any successor
thereto.
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1.14.
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Corporation means Crestar Financial
Corporation and any successor corporation.
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1.15.
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Designated Participant means a
Participant who (i) will not be credited with twenty Years of
Service on his Normal Retirement Date even if he remains in the
continuous employ of the Corporation until his Normal Retirement
Date and (ii) is identified as a Designated Participant on
Exhibit I to the Plan as approved by the Committee from time
to time.
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1.16.
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Early Retirement Allowance means the
benefit described in Section 3.02.
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1.17.
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Early Retirement Date means the date
prior to the Normal Retirement Date which is the first day of the
month coincident with or next following a Participant’s
retirement from the Corporation or an Affiliate after attaining age
55.
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1.18.
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Excess Plan means the Crestar Financial
Corporation Excess Benefit Plan, as amended from time to time and
any successor thereto.
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1.19.
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Executive means an individual employed
by the Corporation or an Affiliate whose position is evaluated at
Grade 41 or above as of January 1, 1995, and such other
individual who is an employee of the Corporation or an Affiliate
and who is designated as an Executive by the Committee for purposes
of this Plan.
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1.20.
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Net After-Tax Amount means the amount
of any Parachute Payments or Capped Parachute Payments, as
applicable, net of taxes imposed under Code sections 1, 3101(b) and
4999 and any State or local income taxes applicable to the
Participant as in effect on the date of the first payment to the
Participant under the Crestar Financial Corporation Executive
Severance Plan after a Control Change Date. The determination of
the Net After Tax Amount shall be made using the highest combined
effective rate imposed by the foregoing taxes on income of the same
character as the Parachute Payments or Capped Parachute Payments,
as applicable, in effect for the year for which the determination
is made.
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1.21.
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Normal Retirement Allowance means the
benefit described in Section 3.01.
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1.22.
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Normal Retirement Date means the first
day of the month coincident with or next following a
Participant’s retirement from the Corporation or an Affiliate
after attaining age 60.
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1.23.
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Offset Amount means the sum of the
annual benefits, if any, payable to or on behalf of a Participant,
for his lifetime under the Retirement Plan, the ANEX Plan, the
Excess Plan, any other supplemental executive retirement plan
maintained by the Corporation or an Affiliate and any other
qualified defined benefit pension plan maintained by the
Corporation or an Affiliate and assuming a benefit commencement
date as of the date that benefits are scheduled to commence under
Article III or IV. Effective December 17, 1997, Offset
Amount shall also include for any Participant who is credited under
Section 1.31 with five Years of Service for service with a
prior employer or for any other service with an employer other than
the Corporation or an Affiliate, the sum of the annual benefits, if
any, payable to or on behalf of that Participant for his lifetime
under any qualified or nonqualified defined benefit plan of a prior
employer and assuming a benefit commencement date as of the date
that benefits are scheduled to commence under Article III or
IV.
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1.24.
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Parachute Payment means a payment that
is described in Code section 280G(b)(2) (without regard to whether
the aggregate present value of such payments exceeds the limit
prescribed by Code section 280G(b)(2)(A)(ii)). The amount of any
Parachute Payment shall be determined in accordance with Code
section 280G and the regulations promulgated thereunder, or, in the
absence of final regulations, the proposed regulations promulgated
under Code section 280G.
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1.25.
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Participant means an Executive who
satisfies the requirements of Article II.
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1.26.
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Plan means the Crestar Financial
Corporation Supplemental Executive Retirement Plan.
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1.27.
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Pro Rata Compensation means the amount
determined by multiplying a Participant’s Average
Compensation by a fraction, the numerator of which is the
Participant’s Years of Service as of the date of reference
(not to exceed twenty), and the denominator of which is twenty.
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1.28.
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Retirement Plan means the Retirement
Plan for Employees of Crestar Financial Corporation and Affiliated
Corporations, as amended from time to time, and any successor
thereto, which includes the SunTrust Banks, Inc. Retirement Plan,
into which the Retirement Plan was merged.
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1.29.
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Surviving Spouse means the person to
whom the Participant is legally married on the date of reference
and who survives the Participant.
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1.30.
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Total and Permanent Disability means a
disability which entitles the Participant to benefits under a
long-term disability plan maintained by the Corporation and its
Affiliates or, in the absence of such a plan, entitles the
Participant to Social Security disability benefits.
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1.31.
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Years of Service means the total years
of service as determined under the terms of the Retirement Plan for
purposes of determining the Participant’s vested or
nonforfeitable interest in the Retirement Plan. For any Participant
who is not in pay status as of December 17, 1997, Years of
Service means two times the total years of service as
determined under the terms of the Retirement Plan for purposes of
determining the Participant’s vested or nonforfeitable
interest in the Retirement Plan plus five additional Years of
Service for employment with any prior employer other than the
Corporation or an Affiliate. In addition, Years of
Service also includes service with a successor corporation
following a Change in Control to the extent that such service would
be recognized for purposes of determining the Participant’s
vested or nonforfeitable interest in the Retirement Plan if such
successor were the Corporation. Effective December 17, 1997,
in the event of a Change in Control, Years of Service shall
also include two additional Years of Service if the Participant
becomes entitled to payments under a severance agreement under the
Crestar Financial Corporation Executive Severance Plan (the
“Executive Severance Plan”) that provides for a lump
sum severance amount based on two times his base pay and bonus or
three additional Years of Service if the Participant becomes
entitled to payments under a severance agreement under the
Executive Severance Plan that provides for a lump sum severance
amount based on three times his base pay and bonus. To the extent
approved by the Committee, Years of Service also
includes service with a predecessor employer or entity acquired by
the Corporation or an Affiliate. Effective December 17, 1997,
except as provided in the second sentence of this
Section 1.31, a period of service with the Corporation, an
Affiliate, a predecessor employer or entity, a successor or any
other period shall only be counted once in determining a
Participant’s Years of Service .
Notwithstanding the foregoing, a Participant’s Years of
Service shall not be less than the number of years
determined in accordance with the provisions of Exhibit I to
the Plan as approved by the Committee from time to time and,
effective December 17, 1997, in all events the total Years of
Service credited to a Participant under this
Section 1.31 and Exhibit I in excess of twenty
Years of Service shall be disregarded.
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Article II
Participation
2.01. Beginning Participation
Each person who is an Executive on
January 1, 1995 shall be a Participant in the Plan effective
January 1, 1995. Each person who becomes an Executive after
January 1, 1995 shall be a Participant in the Plan as of the
date that his participation is approved in writing by a resolution
adopted by the Committee.
2.02. Change in Status
Except as provided in
Section 2.03, a Participant shall cease to be a Participant in
the Plan as of the date that he ceases to be an Executive if, as of
that date, he has not satisfied the requirements to receive a
retirement allowance under Article III. Despite the preceding
sentence, with the written approval of, and subject to such terms
and conditions as may be prescribed by, the Committee in its sole
discretion, a Participant who ceases to be an Executive before he
has satisfied the requirements to receive a retirement allowance
under Article III may continue to be a Participant if he
continues to be an employee of the Corporation or an Affiliate.
2.03. Change in Control
Section 2.02 to the contrary
notwithstanding, each person who is a Participant on a Control
Change Date shall continue to be a Participant in the Plan
thereafter until the date that he ceases to be an employee of the
Corporation, an Affiliate or a successor of the Corporation or an
Affiliate and all of the benefits payable to or on behalf of the
Participant have been paid.
Article III
Retirement
Allowances
3.01. Normal Retirement Allowance
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(a)
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Subject to the requirements of Article V
and Section 8.01, a Participant who retires from the
Corporation or an Affiliate on or after his Normal Retirement Date
and after being credited with twenty Years of Service shall be
entitled to receive his Normal Retirement Allowance under the Plan.
The Normal Retirement Allowance is an annual benefit which shall be
equal to the difference between (i) and (ii) below
where
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(i) = 50% times the
Participant’s Average Compensation(determined as of his
Normal Retirement Date), and
(ii) = Offset Amount.
The Normal Retirement Allowance
shall be payable in equal or nearly equal monthly installments, or
more frequently based on the payroll practices of the Corporation
and its Affiliates, commencing as of the Participant’s Normal
Retirement Date and ending with the payment for the month in which
the Participant dies. Payments of the Normal Retirement Allowance
shall be reduced in accordance with income and employment tax
withholding requirements.
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(b)
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Subject to the requirements of Article V
and Section 8.01, a Designated Participant who retires from
the Corporation or an Affiliate on or after his Normal Retirement
Date shall be entitled to receive his Normal Retirement Allowance
under the Plan. The Normal Retirement Allowance payable to the
Designated Participant is an annual benefit which shall be equal to
the difference between (i) and (ii) below where
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(i) = 50% times the Designated
Participant’s Pro Rata Compensation (determined as of his
Normal Retirement Date), and
(ii) = Offset Amount.
The Normal Retirement Allowance
shall be payable in equal or nearly equal monthly installments, or
more frequently based on the payroll practices of the Corporation
and its Affiliates, commencing as of the Designated
Participant’s Normal Retirement Date and ending with the
payment for the month in which the Designated Participant dies.
Payments of the Normal Retirement Allowance shall be reduced in
accordance with income and employment tax withholding
requirements.
3.02. Early Retirement Allowance
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(a)
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Subject to the requirements of Article V
and Section 8.01, a Participant who retires from the
Corporation or an Affiliate on or after being credited with twenty
Years of Service is eligible for an Early Retirement Allowance
beginning as of the first day of any month coincident with or
following the Participant’s Early Retirement Date. The Early
Retirement Allowance is an annual benefit which shall be the
difference between (i) and (ii) below where
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(i) = the Applicable Percentage
times the Participant’s Average Compensation (determined as
of his Early Retirement Date), and
(ii) = the Offset Amount.
For purposes of this
Section 3.02(a), the “Applicable Percentage” is
equal to 50% reduced by 0.20833% for each full month that the
commencement of the Participant’s Early Retirement Allowance
precedes the Participant’s Normal Retirement Date. The Early
Retirement Allowance shall be payable in equal or nearly equal
monthly installments, or more frequently based on the payroll
practices of the Corporation and its Affiliates, until the payment
for the month in which the Participant dies. Payments of the Early
Retirement Allowance shall be reduced in accordance with income and
employment tax withholding requirements.
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(b)
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Subject to the requirements of Article V
and Section 8.01, a Designated Participant who retires from
the Corporation or an Affiliate on or after his Early Retirement
Date is eligible for an Early Retirement Allowance beginning as of
the first day of any month coincident with or following the
Designated Participant’s Early Retirement Date. The Early
Retirement Allowance is an annual benefit which shall be the
difference between (i) and (ii) below where
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(i) = the Applicable Percentage
times the Designated Participant’s Pro Rata Compensation
(determined as of his Early Retirement Date), and
(ii) = the Offset Amount.
For purposes of this
Section 3.02(b), the “Applicable Percentage” is
equal to 50% reduced by 0.20833% for each full month that the
commencement of the Designated Participant’s Early Retirement
Allowance precedes the Participant’s Normal Retirement Date.
The Early Retirement Allowance shall be payable in equal or nearly
equal monthly installments, or more frequently based on the payroll
practices of the Corporation and its Affiliates, until the payment
for the month in which the Designated Participant dies. Payments of
the Early Retirement Allowance shall be reduced in accordance with
income and employment tax withholding requirements.
3.03. Change in Control Benefit
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(a)
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Subject to the requirements of Article V
and Section 8.01, a Participant who is credited with twenty
Years of Service may retire from the Corporation, an Affiliate or a
successor of the Corporation or an Affiliate on or after a Control
Change Date. In that event, the Participant shall be entitled to an
annual benefit (with the benefit payments commencing on the first
day of a month selected by the Participant if such election is made
while the Participant is employed by the Corporation or an
Affiliate or, absent such an election, on the first day of the
month following the date he attains age 55 (the “Benefit
Commencement Date”)), equal to the difference between
(i) and (ii) below where
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(i) = the Applicable Percentage
times the Participant’s Average Compensation (determined as
of the date that the Participant ceases to be employed by the
Corporation and its Affiliates after a Control Change Date),
and
(ii) = the Offset Amount.
For purposes of this
Section 3.03(a), the “Applicable Percentage” is
equal to 50% reduced by 0.20833% for each full month that the
Benefit Commencement Date precedes the month in which the
Participant will attain age 60. The benefit payable under this
Section 3.03(a) shall be payable in equal or nearly equal
monthly installments, or more frequently based on the payroll
practices of the Corporation and its Affiliates, commencing as of
the Benefit Commencement Date and ending with the payment for the
month in which the Participant dies. Payments of the benefit
described in this Section 3.03(a) shall be reduced in
accordance with income and employment tax withholding
requirements.
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(b)
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Subject to the requirements of Article V
and Section 8.01, a Participant who is credited with less than
twenty Years of Service may retire from the Corporation, an
Affiliate or a successor of the Corporation or an Affiliate on or
after a Control Change Date. In that event, the Participant shall
be entitled to an annual benefit (with the benefit payments
commencing on the first day of a month selected by the Participant
if such election is made while the Participant is employed by the
Corporation or an Affiliate or, absent such an election, on the
first day of the month following the date he attains age 55 (the
“Benefit Commencement Date”)), equal to the difference
between (i) and (ii) below where
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(i) = the Applicable Percentage
times the Participant’s Pro Rata Compensation (determined as
of the date that the Participant ceases to be employed by the
Corporation and its Affiliates after a Control Change Date),
and
(ii) = the Offset Amount.
For purposes of this
Section 3.03(b), the “Applicable Percentage” is
equal to 50% reduced by 0.20833% for each full month that the
Benefit Commencement Date precedes the month in which the
Participant will attain age 60. The benefit payable under this
Section 3.03(b) shall be payable in equal or nearly equal
monthly installments, or more frequently based on the payroll
practices of the Corporation and its Affiliates, commencing as of
the Benefit Commencement Date and ending with the payment for the
month in which the Participant dies. Payments of the benefit
described in this Section 3.03(b) shall be reduced in
accordance with income and employment tax withholding
requirements.
3.04. Disability Retirement Allowance
Subject to the requirements of
Article V and Section 8.01, a Participant shall be
entitled to receive a retirement allowance under Section 3.02
if his employment with the Corporation and its Affiliates
terminates on account of Total and Permanent Disability and such
Total and Permanent Disability continues without interruption until
the date that would have been the Participant’s Early
Retirement Date had he remained employed by the Corporation and its
Affiliates. The retirement allowance under Section 3.02 shall
commence as of the first day of the month coincident with or next
following the date that would have been the Participant’s
earliest Early Retirement Date.
3.05. Optional Forms of Benefit
A Participant who is entitled to
receive a retirement allowance under this Article III may
elect to have his benefit payable in a form other than a single
life annuity. The optional forms of payment that are available
under this Plan are the same optional forms of payment provided
under the Retirement Plan (without regard to any requirement that
the Participant’s Spouse consent to such payment election) as
in effect on the date that the Participant retires; provided,
however, that only the Surviving Spouse may be designated under
this Plan as the contingent annuitant for any form of payment that
provides lifetime benefits to another person after the
Participant’s death. If the Participant elects an optional
form of payment under this Section 3.05, any contingent
annuitant or beneficiary designated in connection with that
election need not be the same as any contingent annuitant or
beneficiary designated under the Retirement Plan, the Excess Plan,
the ANEX Plan or any other plan providing a benefit that is part of
the Offset Amount. If the Participant elects an optional form of
payment under this Section 3.05, the amount payable under the
optional form shall be the Actuarial Equivalent of the amount of
the retirement allowance otherwise payable under this
Article III in the form of a single life annuity. A
Participant shall be entitled to elect an optional form of payment
at such time and in such manner as the Administrator may decide;
provided, however, that a Participant may not change his payment
election after benefit payments have begun.
Article IV
Payments in the
Event of Death
4.01. Death Prior to Age 55
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(a)
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Subject to the requirements of Article V
and Section 8.01, a benefit will be payable under this Plan to
the Surviving Spouse of a Participant who dies before attaining age
55, after completing twenty Years of Service, but before the
commencement of a retirement allowance under Article III. The
benefit payable to the Surviving Spouse will be determined as
follows:
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(i) = First: Calculate the
Participant’s Early Retirement Allowance under Article III
using the Participant’s Average Compensation as of his date
of death and an Applicable Percentage equal to 37.5002%.
(ii) = Second: Calculate the
Actuarial Equivalent, payable as a Joint and 50% Survivor Annuity,
of the single life annuity determined in (i) above.
The Surviving Spouse’s benefit
is the survivor’s portion of the Joint and 50% Survivor
Annuity determined in (ii) above. For purposes of this
Section 4.01(a), the term “Joint and 50% Survivor
Annuity” means an annuity for the life of the Participant
with a survivor annuity for the life of the Surviving Spouse which
is equal to 50% of the amount of the annuity which is payable
during the joint lives of the Participant and Surviving Spouse and
which is the Actuarial Equivalent of an annuity for the life of the
Participant.
The benefit payable under this
Section 4.01(a) shall be payable in equal or nearly equal
monthly installments, or more frequently based on the payroll
practices of the Corporation and its Affiliates, commencing as of
the month in which the Participant would have attained age 55 and
ending with the month in which the Surviving Spouse dies. Payments
of the benefit described in this Section 4.01(a) shall be
reduced in accordance with income and employment tax withholding
requirements. Except as provided in this Section 4.01(a), no
death benefit shall be payable under this Plan on behalf of a
Participant who dies before attaining age 55.
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(b)
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Subject to the requirements of Article V
and Section 8.01, a benefit will be payable under this Plan to
the Surviving Spouse of a Participant who dies before attaining age
55, after completing less than twenty Years of Service, but before
the commencement of a retirement allowance under Art
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