SUNTRUST BANKS, INC. PERFORMANCE UNIT PLAN
Amended and Restated as of March 14, 2005
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 one
or more pre-established performance goals for the Corporation.
Section 2. Effective Date, Term and Amendments
The effective date of the amended and restated Plan shall be March
14,
2005, and the amended and restated Plan shall apply to all awards
granted on or
after January 1, 2005; provided, however, if the Corporation's
shareholders fail
to approve the material terms of the performance goals for the
amended and
restated Plan at their annual meeting in 2005, any award granted
under the Plan
for the Performance Measurement Cycle which started on January 1,
2005 to a
Participant who is a Covered Employee for such cycle shall be
cancelled and
shall have no further force or effect whatsoever and no further
awards shall be
granted to any Covered Employee under the Plan. 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 March 13, 2005 shall continue in effect for awards
granted
before January 1, 2005.
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.
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 l6b-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 Performance Measurement Cycle
the
Chief Executive Officer and the four other most highly compensated
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 Performance Measurement Cycle.
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 as in effect at the time of such "change in control", 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 Securities
Exchange Act of 1934), is or becomes the beneficial owner (as
defined in Rule
13d-3 under the Securities Exchange Act of 1934) 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
reorganization, merger, consolidation or share exchange as a result
of which the
common stock of the Corporation shall be changed, converted or
exchanged into or
for securities of another corporation (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 reorganization, merger, consolidation or share exchange unless
(A) the
persons who were the beneficial owners of the outstanding shares of
the common
stock of the Corporation immediately before the consummation of
such transaction
beneficially own more than 65% of the outstanding shares of the
common stock of
the successor or survivor corporation in such transaction
immediately following
the consummation of such transaction and (B) the number of shares
of the common
stock of such successor or survivor corporation beneficially owned
by the
persons described in Section 7(iv)(A) immediately following the
consummation of
such transaction is beneficially owned by each such person in
substantially the
same proportion that each such person had beneficially owned shares
of the
Corporation's common stock immediately before the consummation of
such
transaction, provided (C) the percentage described in Section
7(iv)(A) of the
beneficially owned shares of the successor or survivor corporation
and the
number described in Section 7(iv)(B) of the beneficially owned
shares of the
successor or survivor corporation shall be determined exclusively
by reference
to the shares of the successor
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or survivor corporation which result from the beneficial ownership
of shares of
common stock of the Corporation by the persons described in Section
7(iv)(A)
immediately before the consummation of such transaction.
8. "Effective Date" means either the date which includes the
"closing" of
the transaction which makes a Change in Control effective if the
Change in
Control is made effective through a transaction which has a
"closing" or the
date a Change in Control is reported in accordance with applicable
law as
effective to the Securities and Exchange Commission if the Change
in Control is
made effective other than through a transaction which has a
"closing".
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. "Fair Market Value" means "fair market value" as defined in the
SunTrust Banks, Inc. 2004 Stock Plan or any successor to such plan.
11. "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.
12. "Grant Value" means the initial value assigned to a Performance
Unit as
determined by the Committee.
13. "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.
14. "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.
15. "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, and which consists of one or any combination of the
following: (i) the
Corporation's return over capital costs or increase in return over
capital
costs, (ii) the Corporation's total earnings or the growth in such
earnings,
(iii) the Corporation's consolidated earnings or the growth in such
earnings,
(iv) the Corporation's earnings per share or the growth in such
earnings, (v)
the Corporation's net earnings or the growth in such earnings, (vi)
the
Corporation's earnings before interest expense, taxes,
depreciation,
amortization and other non-cash items or the growth in such
earnings, (vii) the
Corporation's earnings before interest and taxes or the growth in
such earnings,
(viii) the
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Corporation's consolidated net income or the growth in such income,
(ix) the
value of the Corporation's common stock or the growth in such
value, (x) the
Corporation's stock price or the growth in such price, (xi) the
Corporation's
return on assets or the growth on such return, (xii) the
Corporation's total
shareholder return or the growth in such return, (xiii) the
Corporation's
expenses or the reduction of expenses, (xiv) the Corporation's
sales growth,
(xv) the Corporation's overhead ratios or changes in such ratios,
(xvi) the
Corporation's expense-to-sales ratios or changes in such ratios,
(xvii) the
Corporation's economic value added or changes in such value added,
or (xviii)
such other financial performance measures deemed appropriate by the
Committee.
16. "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.
17. "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.
18. "Plan" means the SunTrust Banks, Inc. Performance Unit Plan as
amended
and restated in this document and all amendments thereto.
19. "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 Partic
