Exhibit 10.21
CRESTAR FINANCIAL
CORPORATION
DEFERRED COMPENSATION
PLAN
FOR
OUTSIDE DIRECTORS OF
CRESTAR FINANCIAL
CORPORATION
AND
CRESTAR BANK
As Restated With Amendments
Through
January 1, 2009
DEFERRED COMPENSATION
PLAN
FOR
OUTSIDE DIRECTORS
OF
CRESTAR FINANCIAL
CORPORATION
AND
CRESTAR BANK
1.
Purpose .
Crestar
Financial Corporation and its subsidiary, Crestar Bank
(collectively, the “Corporation”), adopted a plan under
which the Corporation’s Directors who were not Employees
could defer all of either or both of the components of their
Compensation. This Deferred Compensation Plan for Outside Directors
of Crestar Financial Corporation and Crestar Bank (the
“Plan”) was adopted effective January 1, 1983, and
was last amended and restated December 13, 1983, subject to
the provisions of Section 12. This Plan is intended to
constitute a deferred compensation plan for corporate
directors’ fees in accordance with Revenue Ruling 71-419,
1971-2 C.B. 220.
Effective
as of December 31, 1998, Crestar Financial Corporation was
merged into a wholly owned subsidiary of SunTrust Banks, Inc.
(“SunTrust”) and the Crestar and its affiliates became
part of the SunTrust controlled group. Effective as of
January 1, 1999, non-Employee Directors who did not become
members of the SunTrust Board of Directors were allowed to continue
making deferrals under this Plan if they continued to serve on the
Board of Directors of the Corporation and they had elected to defer
for the 1998 Plan Year. The effective date of the last deferral
made under this Plan was December 31, 2003 for compensation
earned in 2004. Thereafter, no additional deferrals have been made
and no future deferrals are contemplated. The Plan as reflected in
this document contains the 1983 amendment and restatement adopted
by the Corporation with amendments adopted after that date. The
last amendment before this current restatement was adopted in
December 1998. When reviewing this document, Crestar Financial
Corporation should be read to mean SunTrust Banks, Inc. or its
successor and Crestar Bank should be read to mean SunTrust Bank or
its successor.
2.
Definitions .
The
following definitions apply to this Plan and to the Deferral
Election Forms.
(a)
Beneficiary or Beneficiaries means a person or persons or
other entity designated on a Beneficiary Designation Form by a
Participant as allowed in Subsection 6(d) and Subsection 7(f) of
this Plan to receive Deferred Benefit payments. If there is no
valid designation by the Participant, or if the designated
Beneficiary or Beneficiaries fail to survive the Participant or
otherwise fail to take the Benefit, the Participant’s
Beneficiary is the first of the following who survives the
Participant: a Participant’s spouse (the person legally
married to the Participant when the Participant dies); the
Participant’s children in equal shares; the
Participant’s other surviving issue, per
stirpes ; the Participant’s parents; and the
Participant’s estate.
-2-
(b)
Beneficiary Designation Form means a form acceptable to the
Chairman of the Compensation Committee or his designee used by a
Participant according to this Plan to name his Beneficiary or
Beneficiaries who will receive all Deferred Benefit payments under
this Plan if he dies.
(c)
Benefit Adjustment Schedule means that schedule established
by the Compensation Committee for each Deferral Year to determine
the annual payment amounts attributable to Deferred Income
Benefits. Each Deferral Year’s Benefit Adjustment Schedule
will be constructed by applying an adjustment factor established by
the Committee periodically to the related Benefit Schedule. Thus,
payments beginning earlier than age 65 will be reduced on a present
value basis for each year that the Participant’s age when
payments begin is less than age 65. Payments beginning after the
Participant is 66 will be increased on an annually compounded basis
by a fixed percentage for each year that the Participant’s
age when payments begin is greater than age 65. The application of
any Benefit Adjustment Schedule may be limited as provided in
Subsection 7(c) of this Plan.
(d)
Benefit Schedule means the schedule established by the
Compensation Committee for a Deferral Year as the annual payment
amounts attributable to a Deferred Income Benefit under this Plan.
The Benefit Schedule reflects the payments at age 65 per a
specified amount (for example, per $1,000) of Compensation deferred
as a Deferred Income Benefit according to a Deferral Election Form
and according to Section 7 of this Plan. Any new Benefit
Schedule established by the Compensation Committee for a Deferral
Year applies to all Deferral Election Forms with respect to the
applicable Deferral Year.
(e)
Board means the board of directors of Crestar Financial
Corporation and Crestar Bank according to law and each
entity’s governing documents.
(f)
Compensation means a Member’s Meeting Fees and
Retainer Fee for the Deferral Year.
(g)
Compensation Committee means the Corporation’s
executive body bearing the title of Compensation Committee,
constituted according to the Corporation’s governing
documents.
(h)
Corporation means both Crestar Financial Corporation and
Crestar Bank, collectively.
(i)
Deferral Election Form means a document governed by the
provisions of Section 4 of this Plan, including the portion
that is the Distribution Election Form and the related Beneficiary
Designation Form that applies to all of that Participant’s
Deferred Benefits under the Plan.
(j)
Deferral Year means a calendar year for which a Member has
an operative Deferral Election Form.
-3-
(k)
Deferred Benefit means either a Deferred Cash Benefit or a
Deferred Income Benefit under the Plan for a Member who has
submitted an operative Deferral Election Form pursuant to
Section 4 of this Plan.
(l)
Deferred Cash Account means that bookkeeping record
established for each Participant who elects a Deferred Cash Benefit
under this Plan. A Deferred Cash Account is established only for
purposes of measuring a Deferred Cash Benefit and not to segregate
assets or to identify assets that may or must be used to satisfy a
Deferred Cash Benefit. A Deferred Cash Account will be credited
with the Participant’s Compensation deferred as a Deferred
Cash Benefit according to a Deferral Election Form and according to
Section 6 of this Plan. A Deferred Cash Account will be
credited periodically with amounts based upon interest rates
established by the Compensation Committee under Subsection 6(b(b))
of this Plan.
(m)
Deferred Cash Benefit means the Deferred Benefit elected by
a Participant under Section 4 that results in payments
governed by Section 6.
(n)
Deferred Income Benefit means the Deferred Benefit elected
by a Participant under Section 4 that results in payments
governed by Section 7. The amount and duration of a
Participant’s payments under each Deferred Income Benefit are
determined for each Deferral Year according to the
Participant’s Deferred Income Benefit Record for that
Deferral Year, which is based upon the Benefit Schedule and Benefit
Adjustment Schedule for that Deferral Year established under
Section 7 of this Plan by the Compensation
Committee.
(o)
Deferred Income Benefit Record means that bookkeeping record
established for each Deferred Income Benefit attributable to a
Participant who elects a Deferred Income Benefit under this Plan. A
Deferred Income Benefit Record is only for purposes of accounting
for a Deferred Income Benefit and not to segregate assets or to
identify assets that may or must be used to satisfy a Deferred
Income Benefit. A Deferred Income Benefit Record will be credited
according to the Participant’s Deferral Election Form and
according to Subsection 7(d(d)) of this Plan.
(p)
Directors means those duly named members of the
Board.
(q)
Distribution Election Form means that part of a Deferral
Election Form used by a Participant according to this Plan to
establish the duration of deferral and the frequency of payments of
a Deferred Benefit. If a Deferred Benefit has no Distribution
Election Form that is operative according to Section 4, then
distribution of that Deferred Benefit is governed by Subsections
6(c) and (d), if it is a Deferred Cash Benefit, or by Subsections
7(e) and (f), if it is a Deferred Income Benefit.
-4-
(r)
Election Date means the date established by this Plan as the
date before which a Member must submit a valid Deferral Election
Form to the Compensation Committee. For each Deferral Year, the
Election Date is December 31 unless an earlier date is set by
the Compensation Committee.
(s)
Employee means an individual with whom either Crestar
Financial Corporation or Crestar Bank has an employer-employee
relationship as determined for Federal Insurance Contribution Act
purposes and Federal Unemployment Tax Act purposes, including
Subsection 3401(c) of the Internal Revenue Code and regulations
promulgated under that Subsection.
(t)
Meeting Fees means the portion of a Director’s
Compensation that is based upon his attendance at Board meetings
and meetings of the Corporation’s committees, according to
the Corporation’s established rules and procedures for
compensating Directors.
(u)
Members means Directors who are not simultaneously
Employees.
Effective January 1,
1999 , the above
definition is amended to read as follows:
Members means Directors who are not simultaneously Employees
or members of the board of directors of SunTrust Banks, Inc. and
who also deferred under this Plan in the 1998 Deferral Year and in
each Deferral Year prior to the time for which the determination is
being made.
(v)
Participant , with respect to any Deferral Year, means a
Member whose Deferral Election Form is operative for that Deferral
Year according to Section 4 of this Plan.
(w)
Plan means this Deferred Compensation Plan for Outside
Directors of Crestar Financial Corporation and Crestar
Bank.
(x)
Retainer Fee means that portion of a Director’s
Compensation that is fixed and paid without regard to his
attendance at meetings.
(y)
Effective January 1, 1988 , Security means the
same as it does under section 2(1) of the Securities Act of 1933,
15 U.S.C. 77B(1), except when it refers to an Employer Security. An
Employer Security means a Security issued by the Corporation or by
an Employee Retirement Income Security Act of 1974 (ERISA)
Affiliate. A contract to which ERISA section 408(b)
(5) applies is not treated as a Security for purposes of this
Plan.
(z)
Terminate , Terminating , or Termination ,
with respect to a Participant, mean cessation of his relationship
with the Corporation as a Director whether by death or severance
for any other reason.
-5-
Effective October 23, 1998
the above definition is amended to read as follows
:
Terminate , Terminating , or Termination,
with respect to a Participant, means cessation of his or her
relationship with Crestar Financial Corporation as a member of the
Board and cessation of his or her relationship with Crestar Bank as
a member of the Board.
3.
Participation .
A
Member becomes a Participant for any Deferral Year by filing a
valid Deferral Election Form according to Section 4 before the
Election Date preceding that Deferral Year, but only if his
Deferral Election Form is operative according to
Section 4.
4.
Deferral Election .
A
deferral election is valid when a Deferral Election Form is
completed, signed by the electing Member, and received by the
Compensation Committee Chairman. Deferral elections are governed by
the provisions of this section.
(a)
A Participant may receive a Deferred Benefit for any Deferral Year
only if he is a Member at the beginning of that Deferral
Year.
(b)
Before each Deferral Year’s Election Date, each Member will
be provided with Deferral Election Forms and a Beneficiary
Designation Form. Under one or both Deferral Election Forms for a
single Deferral Year, a Member may elect before the Election Date
to defer the receipt of his entire Retainer Fee or all of his
Meeting Fees or all of his Compensation for the Deferral Year. Each
Distribution Election Form must provide for the deferral of its
covered Deferred Benefit at least until after the Member is 65 or
until he Terminates, if that is before he is 65. The duration of a
deferral may be different for his Deferred Cash Benefit and his
Deferred Income Benefit. A Member may not elect a Deferred Income
Benefit for the Deferral Year in which he becomes 66 or for
Deferral Years after that, but he may always elect a Deferred Cash
Benefit.
(c)
A Member may complete a Deferral Election Form for either a
Deferred Cash Benefit or a Deferred Income Benefit for his Retainer
Fee and a different Deferral Election Form for his Meeting Fees, or
he may complete a single Deferral Election Form for his entire
Compensation. A Member may not divide his Retainer Fee between
Deferral Election Forms, and he may not divide his Meeting Fees
between Deferral Election Forms.
(d)
A Deferral Election Form that covers a Member’s Meeting Fees
must cover his entire Meeting Fees for the Deferral Year. A
Deferral Election Form that covers a Member’s Retainer Fee
must cover his entire Retainer Fee for the Deferral
Year.
(e)
At such times and on such terms and conditions as may be
established by the Compensation Committee, a Participant may elect
to convert all or a portion of his Deferred Cash Benefit made under
the Plan to a Deferred Income Benefit. No such election may be made
or approved which would affect or otherwise change the frequency or
commencement of any such Deferred Cash Benefit.
-6-
(f)
Each Distribution Election Form is part of the Deferral Election
Form on which it appears or to which it states that it is related.
The Compensation Committee may allow a Participant to file one
Distribution Election Form for all of his Deferred Cash Benefits
and one for all of his Deferred Income Benefits. The provisions of
Subsection 2((q)) apply to any Deferred Benefit under this Plan if
there is no operative Distribution Election Form for that Deferred
Benefit.
(g)
If it does so before the last business day of the Deferral Year,
the Compensation Committee may reject any Deferral Election Form or
any Distribution Election Form or both, and it is not required to
state a reason for any rejection. However, the Committee’s
rejection of any Deferral Election Form or any Distribution
Election Form must be based upon action taken without regard to any
vote of the Member whose Deferral Election Form or Distribution
Election Form is under consideration, and the Committee’s
rejections must be made on a uniform basis with respect to
similarly situated Members. Except as provided in Section 0, if the
Compensation Committee rejects a Deferral Election Form, the Member
must be paid the amounts he would then have been entitled to
receive if he had not submitted the rejected Deferral Election
Form.
Effective January 1, 1985,
Subsection 4(g) is amended to read as follows:
(g)
If it does so before the last business day of the Deferral Year,
the Compensation Committee may wholly or partially reject any
Deferral Election Form or any Distribution Election Form or both,
and it is not required to state a reason for any rejection.
However, the Committee’s whole or partial rejection of any
Deferral Election Form or any Distribution Election Form must be
based upon action taken without regard to any vote of the Member
whose Deferral Election Form or Distribution Election Form is under
consideration, and the Committee’s rejections must be made on
a uniform basis with respect to similarly situated Members. Except
as provided in Section 13, if the Compensation Committee
wholly or partially rejects a Deferral Election Form, the Member
must be paid the amounts he would then have been entitled to
receive if he had not been entitled to submit the Deferral Election
Form as to the whole or part rejected.
(h)
A Member may not revoke a Deferral Election Form or a Distribution
Election Form after the Deferral Year begins. Any revocation before
the beginning of the Deferral Year is the same as a failure to
submit a Deferral Election Form or a Distribution Election Form (as
the case may be). Any writing signed by a Member expressing an
intention to revoke his Deferral Election Form or a related
Distribution Election Form and delivered to a member of the
Compensation Committee before the close of business on the last
business day preceding the Deferral Year is a
revocation.
-7-
5.
Effect of No Election .
A
Member who has not submitted a valid Deferral Election Form to the
Compensation Committee before the relevant Election Date may not
defer his Compensation for the Deferral Year under this Plan. The
Deferred Benefit of a Member who submits a valid Deferral Election
Form but fails to submit a valid Distribution Election Form for
that Deferred Benefit before the relevant Election Date or who
otherwise has no valid Distribution Election Form for that Deferred
Benefit is governed by Subsection 2(q).
6.
Deferred Cash Benefits and Distributions .
(a)
Deferred Cash Benefits will be set up in a Deferred Cash Account
for each Participant and credited with interest at rates determined
by the Compensation Committee. A Deferred Cash Benefit attributable
to a Retainer Fee is credited to the Participant’s Deferred
Cash Account on the February 1 of the Deferral Year. A
Deferred Cash Benefit attributable to a Meeting Fee is credited to
the Participant’s Deferred Cash Account on the first day of
the month after a meeting. Interest is credited on the first day of
each month based on the Deferred Cash Account balance at the end of
the preceding day.
(b)
Interest rates established by the Compensation Committee as the
basis for additional credits to Deferred Cash Accounts will be
announced periodically as specific amounts or as a variable rate
linked to a specified standard. Those interest rates will apply
prospectively for all current and future Deferred Cash Account
balances until changed by another announcement. Interest credits
are accrued annually on accumulated Deferred Cash Accounts.
Interest is accrued through the end of the month preceding the
month of distribution.
(c)
A Deferred Cash Benefit will be paid in a lump sum unless the
Participant’s Deferred Cash Benefit Distribution Election
Form specifies installment payments; e.g. , equal annual
payments plus interest for 5, 10, 15, or 20 years. Any lump-sum
payment will be paid or installment payments will begin to be paid
on the February 15 of the year after the Participant’s
sixty-fifth birthday or earlier Termination, unless otherwise
specified in a Participant’s Deferred Cash Benefit
Distribution Election Form. For distributions caused by Termination
other than death, or for distributions that would otherwise begin
because a Participant reaches age 65, the Deferred Cash Benefit
Distribution Election Form may specify that payments are to
commence on the February 15 following Termination or the
February 15 following some specified age that is not less than
the Participant’s age two years from the Election Date
pertaining to the applicable Deferral Year and not greater than the
age at which there are no earnings limitations in order to receive
full social security benefits (currently age 70).
(d)
Deferred Cash Benefits may not be assigned. A Participant may use
only one Beneficiary Designation Form to designate one or more
Beneficiaries for all of his Deferred Cash Benefits; such
designations are revocable. Each Beneficiary will receive his
portion of the Deferred Cash Account on February 15 of the
Year following the Participant’s death unless the
Beneficiary’s request for accelerated payment is approved at
the
-8-
Compensation Committee’s discretion or
unless the Beneficiary’s request for a different distribution
schedule is received before distributions begin and approved at the
Compensation Committee’s discretion. The Committee may insist
that multiple Beneficiaries agree upon a single distribution
method.
7.
Deferred Income Benefits and Distributions .
(a)
By electing a Deferred Income Benefit, a Member elects to be paid
amounts attributable to that Deferred Income Benefit in
installments for a specific number of years based upon his Deferred
Income Benefit Record according to this Section determined by that
Deferral Year’s Benefit Schedule and Benefit Adjustment
Schedule. Payments of amounts attributable to each of a
Participant’s Deferred Income Benefits are determined
separately according to the Deferral Year for which the Deferred
Income Benefit was elected.
(b)
Each Deferral Year’s Benefit Schedule and Benefit Adjustment
Schedule will be published and made available to Members as soon as
practicable after they are adopted by the Compensation Committee.
Each Benefit Schedule and Benefit Adjustment Schedule must be filed
with this document when adopted by the Compensation Committee.
Proposed Benefit Schedules and Benefit Adjustment Schedules may be
changed at the Committee’s discretion until adopted by the
Committee.
(c)
Despite the relevant Benefit Schedule or Benefit Adjustment
Schedule, at its discretion, the Compensation Committee may limit
payments of amounts attributable to any Deferred Income Benefit so
that a Participant who Terminates or who receives an accelerated
distribution under the hardship provisions of Section 8 before
he attains age 65 may not receive a rate of return greater than he
would have received at age 65 based upon his Deferred Income
Benefit Record at the time each distribution is made.
(d)
Each of a Participant’s Deferred Income Benefits will be set
up in a Deferred Income Benefit Record for each Deferral Year. The
first Deferred Benefit attributable to a Retainer Fee is credited
to the Participant’s Deferred Income Benefit Record on
February 1 of the Deferral Year. A Participant’s
Deferred Benefits attributable to Meeting Fees are accumulated
during the Deferral Year and credited to the Participant’s
Deferred Income Benefit Record on the first February 1 after
the Deferral Year. A Participant’s credit to his Deferred
Income Benefit Record for Meeting Fees will be supplemented with
interest credits as if his Meeting Fees had been credited to his
Deferred Cash Account during the Deferral Year.
Effective January 1, 1985,
Subsection 7(d) is amended to read as follows:
(d)
Each of a Participant’s Deferred Income Benefits will be set
up in a Deferred Income Benefit Record for each Deferral Year.
Except as provided in the next sentence, the first Deferred Benefit
attributable to a Retainer Fee is credited to the
Participant’s Def
