AMA/LIGHTHOUSE, INC. 2002 STOCK OPTION PLAN

Exhibit 10.31

AMA/LIGHTHOUSE, INC.

2002 STOCK OPTION PLAN

Adopted: September 26, 2002

Approved By Stockholders: September 26, 2002

Termination Date: September 25, 2012

(a) Eligible Option Recipients . The persons eligible to receive Options are the Employees of AMA/Lighthouse, Inc. (the “Company” ) and its Affiliates.

(b) Available Options . The purpose of the Plan is to provide a means by which eligible Employees may be given an opportunity to benefit from increases in value of the Common Stock through the granting of the following Options: (i) Incentive Stock Options and (ii) Nonstatutory Stock Options.

(c) General Purpose . The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Options, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

(a) “ Affiliate ” means any parent or subsidiary of the Company or any entity selected by the Board; provided , that , with respect to Incentive Stock Options, the term shall only mean “parent corporation” and “subsidiary corporation” as defined in Sections 424(e) and 424(f) of the Code, respectively.

(b) “ Board ” means the board of directors of the Company.

(c) “ Cause ” means, if the Participant is a party to an employment or service agreement with the Company or an Affiliate and such agreement provides for a definition of Cause or similar definition, the definition therein contained, or, if no such agreement exists, it shall mean a Participant’s gross negligence or willful misconduct in the performance of such Participant’s duties with the Company or an Affiliate, which conduct is not cured or corrected, if curable or correctable, within thirty (30) days after receipt of written notice from the Company or an Affiliate of such conduct.

(d) “ Change in Control ” means a change in control of SunTrust Banks, Inc., a Georgia corporation ( “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 (the “Exchange Act”) 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 Exchange Act), becomes after the Effective Date the beneficial owner (as defined in Rule 13d-3 under the Exchange 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 of Directors of SunTrust (the “SunTrust Board” ) cease, for any reason, to constitute at least a majority of the SunTrust 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 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.

In addition to the foregoing, a Change in Control shall include any event or transaction in which SunTrust ceases to own, directly or indirectly, at least eighty (80) percent of the outstanding voting equity interests and control of AMA Holdings or in the event AMA Holdings ceases to own, directly or indirectly, at least a majority of the outstanding voting interests of the Company or in the event the Company ceases to hold a majority of the outstanding voting equity interests in Lighthouse Partners, LLC ( “LHP, LLC” ) unless at such time, SunTrust owns, directly or indirectly, such majority interests; or if at any time the Incumbent Employee Board (as defined below) constitutes less than 50% of the Board. Change in Control shall also include the consummation of a merger or consolidation of AMA Holdings, the Company or LHP, LLC with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not members or stockholders of the Company, AMA Holdings or LHP, LLC, as the case may be, immediately prior to such merger, consolidation, or other reorganization. For purposes hereof, the term “Incumbent Employee Board” shall mean individuals who served as the Employee members of the Board on the Effective Date; provided , that , any person becoming an Employee member of the Board subsequent to the Effective Date, who was selected or approved by a majority of the members comprising the Incumbent Employee Board shall be considered a member of the Incumbent Employee Board.

(e) “ Code ” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

(f) “ Committee ” means the Board, unless and until a committee of one or more members of the Board is appointed by the Board in accordance with subsection 3(c).

(g) “ Common Stock ” means the common stock of the Company.

(h) “ Company ” means AMA/Lighthouse, Inc., a Florida corporation.

(i) “ Continuous Service ” means that the Participant’s service with the Company or an Affiliate is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service. For example, a change in status from an Employee of the Company to an Employee of an Affiliate will not constitute an interruption of Continuous Service. The Committee, in its sole discretion, may determine whether Continuous Service shall be considered interrupted.

(j) “ Covered Employee ” means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code.

(k) “ Director ” means a member of the Board.

(l) “ Disability ” means, if the Participant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Disability, the definition therein contained, or, if no such agreement exists, it shall mean the failure of any Participant to perform his duties due to physical or mental incapacity as determined by the Committee.

(m) “ Effective Date ” shall mean September 29, 2002.

(n) “ Employee ” means any person employed by the Company or an Affiliate.

(o) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(p) “ Fair Market Value ” per share as of a particular date shall mean the last reported sale price (on the day immediately preceding such date) of the Common Stock on the New York Stock Exchange (or any other exchange or national market system upon which price quotations for the Company’s Common Stock is regularly available); provided , however , that prior to an Initial Public Offering, and except as provided herein, Fair Market

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Value per share shall mean $16,918.03 multiplied by the Trailing Four Quarters Revenue divided by $2,855,000. The Board will verify and document in the Company’s minutes at least annually the methodology for determining the fair market value of the Company. The Board will utilize information that is available to them at the time of this verification including comparable recent market prices of unaffiliated companies the Board believes share similar characteristics of the Company. Unless compelling information to the contrary is obtained, it is the Board’s intention and expectation to utilize the formula set forth above to determine the fair market value of the Company.

(q) “ Incentive Stock Option ” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(r) “ Initial Public Offering ” means the consummation of the first public offering of the Company’s Common Stock pursuant to a registration statement (other than on Form S-8 or successor forms) filed with, and declared effective by, the SEC.

(s) “ LHP, LLC Revenue ” will be equal to (i) the total revenue of LHP, LLC as determined by SunTrust in good faith in accordance with generally accepted accounting principles consistent with past practices based on the books and records of LHP, LLC including, without limitation and without duplication, (A) investment supervisory fees received by LHP, LLC from proprietary limited partnerships and companies (domestic and offshore) and other managed accounts, but excluding the revenue share paid to AMA, LLC, (B) performance incentive fees received by LHP, LLC on proprietary limited partnerships, companies and other managed accounts, (C) investment consulting fee income received by LHP, LLC, (D) if applicable, LHP, LLC’s share of revenue from all subsidiaries of LHP, LLC (whether existing now or in the future), (E) income earned on invested capital of LHP, LLC, (F) revenues of SunTrust which were earned through material participation by LHP, LLC, including, but not limited to, the revenue shared to SunTrust banks in accordance with the revenue sharing agreement (currently 60%) between LHP, LLC and SunTrust for the referral of investment management business to LHP, LLC by the local SunTrust banks, and which customarily would be allocated to a subsidiary of SunTrust such as LHP, LLC, as determined to be appropriate for inclusion in “LHP, LLC Revenue” by the head of Private Client Services of SunTrust, (G) any direct revenue of AMA Holdings (other than revenues included in any other subsection of this definition) not included in the AMA, LLC Revenue and (H) sub-adviser fees paid by AMA, LLC to LHP, LLC consistent with past practice.

(t) “ Non-Employee Director ” means a Director who is a “non-employee director” within the meaning of Rule 16b-3 and who is also an “outside director” within the meaning of Section 162(m) of the Code.

(u) “ Nonstatutory Stock Option ” means an Option that is not intended to qualify as an Incentive Stock Option.

(v) “ Officer ” means (i) before the Initial Public Offering, any person designated by the Company as an officer and (ii) on and after the Initial Public Offering, a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(w) “ Option ” means an Incentive Stock Option or a Nonstatutory Stock Option.

(x) “ Option Agreement ” means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan and need not be identical.

(y) “ Optionee ” means a person holding an Option granted pursuant to the Plan.

(z) “ Participant ” means a person holding an Option granted pursuant to the Plan.

(aa) “ Plan ” means the AMA/Lighthouse, Inc. 2002 Stock Option Plan.

(bb) “ Rule 16b-3 ” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

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(cc) “ SEC ” means the Securities and Exchange Commission.

(dd) “ Securities Act ” means the Securities Act of 1933, as amended.

(ee) “ Ten Percent Stockholder ” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates.

(ff) “ Termination Date ” means the date of termination of an Optionee’s Continuous Service.

(gg) “ Termination for Cause ” means termination of Participant’s employment by the Company for Cause.

(hh) “ Trailing Four Quarters Revenues ” shall mean, as of the date of calculation, LHP, LLC Revenue for the four most recently completed calendar quarters ending on or immediately prior to such date.

(a) Administration . The Plan shall be administered by the Committee.

(b) Powers of the Committee . The Committee shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine from time to time which of the persons eligible under the Plan shall be granted Options; when and how each Option shall be granted; what type or combination of types of Options shall be granted; the provisions of each Option granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to an Option; and the number of shares of Common Stock with respect to which an Option shall be granted to each such person.

(ii) To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(iii) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

(iv) The Committee must agree to the granting of Options and other governance–related matters by a majority vote.

(c) Delegation to Committee .

(i) General . The entire Board may comprise the Committee or the Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members of the Board, and, in such event, the term “Committee” shall apply to any person or persons to whom such authority has been delegated. Furthermore, unless one or more Committees has been appointed by the Board, any reference to the Committee in the Plan shall mean the Board. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and re-vest in the Board the administration of the Plan.

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(ii) Committee Composition when Common Stock is Publicly Traded . At such time as the Common Stock is publicly traded, in the discretion of the Board, a Committee may consist solely of two or more Non-Employee Directors. Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of one or more members of the Board who are not “outside directors” within the meaning of Section 162(m) of the Code the authority to grant Options to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Option or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code or (2) delegate to a committee of one or more members of the Board who are not “non-employee directors” within the meaning of Rule 16b-3 the authority to grant Options to eligible persons who are not then subject to Section 16 of the Exchange Act.

(d) Effect of Committee’s Decision . All determinations, interpretations and constructions made by the Committee in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. Members of the Committee and any officer or employee of the Company or any Affiliate acting at the direction of, or on behalf of, the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified by the Company with respect to any such action or determination.

(e) Review of Option Agreements . Prior to the grant of any Option under this Plan, each Option Agreement shall be reviewed by the SunTrust Controllers Department for accounting purposes.

Subject to the provisions of Section 10, the Common Stock that may be issued pursuant to Options shall not exceed in the aggregate 300 shares of Common Stock; provided , that , no more than 300 shares shall be subject to Incentive Stock Options. If any Option shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Option shall revert to and again become available for issuance under the Plan. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.

(a) Eligibility for Specific Options . Employees are eligible to receive Incentive Stock Options and/or Nonstatutory Stock Options.

(b) Ten Percent Stockholders . A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundr